Edgar Filing: ACM INCOME FUND INC

This is filed pursuant to
Rule 497(c)

PROSPECTUS

ACM INCOME FUND, INC.
55,002,812 SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF RIGHTS
TO SUBSCRIBE FOR SHARES
_______________

ACM Income Fund, Inc., a Maryland corporation (the
"Fund"), is issuing to its stockholders rights to purchase
additional shares. You will receive one right for each share of
common stock you own on the record date, which is November 19,
2001. You need three rights to purchase one share at the
subscription price per share. The Fund will not issue fractional
shares upon the exercise of less than three rights. Record date
stockholders who receive less than three rights, however, will be
entitled to purchase one share. If you exercise all your rights
you will be entitled to subscribe for additional shares not
acquired by other stockholders. The Fund may increase the number
of shares subject to subscription by up to 25% of the shares
available pursuant to the offer, or 13,750,703 shares, for an
aggregate total of 68,753,515 shares. The rights are not
transferable; you may not purchase or sell them and they will not
trade on the New York Stock Exchange (the "NYSE") or any other
exchange. The shares to be issued pursuant to the rights will
trade on the NYSE under the symbol "ACG."

The subscription price per share will be 95% of the
lower of:

(1) the average of the last reported sales price of a
share on the NYSE on the expiration date of the offer and on the
previous four business days, and

(2) the net asset value ("NAV") per share as of the
close of business on the expiration date of the offer.

You will not know the actual subscription price at the
time you exercise your rights. Once you subscribe for shares and
the Fund receives payment or a guarantee of payment, you will not
be able to change your decision.

THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON DECEMBER 14, 2001, UNLESS EXTENDED.

The Fund is a diversified, closed-end management
investment company whose investment objective is high current
income consistent with preservation of capital. In seeking to

achieve this objective, the Fund invests principally in
obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities and repurchase agreements
pertaining to U.S. Government securities and utilizes certain
other investment techniques, including options and futures
contracts. See "Investment Objective and Policies" beginning on
page 20 of this Prospectus. For a description of the risks of
investing in the Fund, as well as issues connected with the
Fund's authority to borrow money, see "Risk Factors and Special
Considerations" beginning on page 29 of this prospectus. there
can be no assurance that the Fund will achieve its investment
objective.

If you do not exercise your rights, you will, upon the
completion of the offer, own a smaller proportional interest in
the Fund than you do now. Because the subscription price per
share will be less than the NAV on the expiration date and
because the Fund will incur expenses related to the offering,
record date stockholders will also experience an immediate
dilution, which could be substantial, of the aggregate NAV of
their shares. This dilution will disproportionately affect
record date stockholders who do not exercise their rights in
full. In addition, there also may be substantial additional
dilution to the extent that the Fund increases the number of
shares subject to subscription by up to 25% in order to satisfy
over-subscription requests. The Fund cannot state precisely the
extent of this dilution because the Fund does not know what the
NAV will be when the offer expires, how many rights will be
exercised or the exact expenses of the offer.

_______________

Neither the securities and exchange commission nor any state
securities commission has approved or disapproved these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary
is a criminal offense.
_______________

Estimated Estimated
Subscription Estimated Proceeds to
Price (1) Sales Load(2) the Fund (3)(4)
----------- ------------ --------------

Per Share $8.27 $.31 $7.96
Total Maximum(5) $454,873,255 $17,057,747 $437,815,508
_______________

(FOOTNOTES ON THE FOLLOWING PAGE)

This Prospectus sets forth concisely the information
about the Fund that a prospective investor should know before
investing and should be retained for future reference. A
statement of additional information dated November 16, 2001 (the
"SAI") containing additional information about the Fund has been
filed with the Securities and Exchange Commission (the "SEC") and
legally forms a part of this Prospectus. The table of contents
of the SAI appears on page 42 of this Prospectus. You may obtain
a copy of the SAI without charge by contacting Georgeson
Shareholder Communications, Inc., the Fund's information agent
for the offer. You can also view the Prospectus and SAI as filed
on the SEC's World Wide Web site on the Internet at
http://www.sec.gov.

If you have questions or need further information about
the offer, please call the information agent toll free at 888-
901-9798 or 212-440-9800 (for banks and brokers).

Salomon Smith Barney UBS Warburg

November 16, 2001

(FOOTNOTES FROM THE PREVIOUS PAGE)

(1) Estimated on the basis of 95% of the average of the last
reported sales price of a share on the NYSE on November 7,
2001 and on the previous four business days. Actual
amounts may vary due to rounding.

(2) In connection with the offer, the Fund will pay Salomon
Smith Barney Inc. and UBS Warburg LLC, the dealer managers
for the offer (the "Dealer Managers"), an aggregate fee for
their financial advisory services and marketing assistance
equal to 1.25% of the subscription price per share for
shares issued upon exercise of the rights and the over-
subscription privilege. The Fund will also pay broker-
dealers, including the Dealer Managers, fees for their
soliciting efforts equal to 2.50% of the subscription price
per share. The Fund has agreed to indemnify each of the
Dealer Managers against certain liabilities, including
liabilities under the Securities Act of 1933.

(3) Before deduction of offering expenses incurred by the Fund,
estimated at $1,004,942, assuming that all of the rights
are exercised, without issuance of any shares pursuant to
the over-subscription privilege. This amount includes an
aggregate of up to $100,000 to be paid to the Dealer
Managers as partial reimbursement for their expenses.

(4) Funds received by check prior to the final due date of this
offer will be deposited into a segregated interest-bearing
account pending allocation and distribution of shares.
Interest on subscription moneys will be paid to the Fund
regardless of whether shares are issued by the Fund.

(5) Assumes all rights are exercised at the estimated
subscription price. The Fund may increase the number of
shares subject to subscription by up to 25% of the shares
offered. If the Fund increases the number of shares
subject to subscription by 25%, the aggregate maximum
estimated subscription price, estimated sales load and
estimated proceeds will be $568,591,569, $21,322,184 and
$547,269,385, respectively.

You should rely only on the information contained or
incorporated by reference into this Prospectus. The Fund has not
authorized anyone to provide you with different information. The
Fund is not making an offer of these securities in any state
where the offer is not permitted. You should not assume that the
information provided by this Prospectus is accurate as of any
date other than the date on the front of this Prospectus.

_______________

TABLE OF CONTENTS

Page

Prospectus Summary...................................... 1
Expense Information..................................... 8
Financial Highlights.................................... 9
Capitalization at October 31, 2001...................... 11
Trading and NAV Information............................. 11
The Fund................................................ 11
The Offer............................................... 12
Use of Proceeds......................................... 20
Investment Objective and Policies....................... 20
Risk Factors and Special Considerations................. 29
Management of the Fund.................................. 33
Taxation................................................ 35
Distributions........................................... 35
Dividend Reinvestment and Cash Purchase Plan............ 35
Common Stock............................................ 37
Distribution Arrangements............................... 39
Custodian, Dividend Paying Agent,
Transfer Agent and Registrar.......................... 40
Experts................................................. 40
Legal Opinions.......................................... 40
Further Information..................................... 40
Table of Contents of Statement of
Additional Information................................ 42

PROSPECTUS SUMMARY

You should read the entire Prospectus, including the SAI
which legally forms part of this Prospectus, before you decide
whether to exercise your rights.

Purposes of the Offer...........The Board of Directors of the
Fund has determined that it is in
the best interests of the Fund
and its existing stockholders to
increase the assets of the Fund
available for investment, thereby
allowing the Fund to take
advantage of investment
opportunities. In reaching its
decision, the Board of Directors
was advised by Alliance Capital
Management L.P., the Fund's
investment adviser, referred to
in this Prospectus as the
Adviser, that the availability of
new capital would permit the Fund
to take advantage of investment
opportunities without being
required to sell current
portfolio positions that it
desires to retain. The Board of
Directors also took into account
that a well-subscribed rights
offering could result in an
improvement in the liquidity of
the trading market for the Fund's
shares on the NYSE. The Board
also considered that this rights
offering would give record date
stockholders the opportunity to
purchase shares at a price below
the then current market price per
share and NAV, and might increase
the level of market interest in
the Fund. The Board also
considered, among other things,
the proposed terms of the offer,
the expenses of the offer, and
its dilutive effect on exercising
and non-exercising record date
stockholders. There can be no
assurance that the offer will be
successful. The Adviser and the
Administrator (as defined below)
will benefit from the offer

because they receive fees based
on the net assets of the Fund
and, in the case of the Adviser,
also on the income of the Fund,
both of which will increase as a
result of the offer. In
addition, Salomon Smith Barney
Inc. and UBS Warburg LLC will
receive a dealer manager fee and
soliciting dealer fees as
described below, and other
brokers and dealers will also
receive soliciting dealer fees.
For further discussion, see "The
Offer-Investment Advisory and
Administration Fees" on page 19
and "Distribution Arrangements"
on page 39.

The Fund may choose to make
additional rights offerings in
the future for a number of shares
and on terms which may or may not
be similar to this offer.

Important Terms of the Offer....Total number of shares
available for primary
subscription:..... 55,002,812

Total number of
shares available to
cover over-subscription
requests:......... 13,750,703

Number of rights you
will receive for
each outstanding
share you own on the
record date:........ One right
for every
one share

Number of shares you
may purchase with
your rights at the
subscription price
per share:.......... One share
for every
three
rights.
Record date

stock-
holders who
receive
less than
three
rights will
be entitled
to purchase
one share

Subscription Price..............95% of the lower of (1) the
average of the last reported
sales price per share on the NYSE
on the expiration date of the
offer and on the preceding four
business days and (2) the NAV per
share on the expiration date.
For further discussion, see "The
Offer-Terms of the Offer" on page
12.

How to Exercise Rights..........To exercise your rights, please
follow the following
instructions:

- If you do not own your shares
through a broker, bank or
other nominee, you should have
received a subscription
certificate. The subscription
certificate elicits the
necessary information to
enable you to exercise your
rights. Please complete and
sign the subscription
certificate. Mail it in the
envelope provided or deliver
the completed and signed
subscription certificate with
payment in full to EquiServe
Trust Company, N.A., the
subscription agent for the
offer, at the address
indicated on the subscription
certificate. Your completed
and signed subscription
certificate and payment must
be received by the expiration
date, which is December 14,
2001 (unless extended). You
should calculate the total

payment on the basis of an
estimated subscription price
of $8.27 per share. If you do
not own your shares through a
broker, bank or other nominee
and have not received a
subscription certificate,
please contact Georgeson
Shareholder Communications,
Inc., the information agent
for the offer toll free at
888-901-9798 or 212-440-
9800(for banks and brokers).

- If you own your shares through
a broker, bank or other
nominee, please contact your
broker, banker or trust
company. It can arrange to
exercise rights on your behalf
and to guarantee payment and
delivery of a properly
completed and executed
subscription certificate
pursuant to a notice of
guaranteed delivery by the
close of business on the
expiration date. A fee may be
charged for this service. The
notice of guaranteed delivery
must be received on or before
the expiration date, which is
December 14, 2001 (unless
extended).

For further discussion, see "The
Offer-How to Exercise Rights" on
page 15.

Important Dates to Remember.....Please note that the dates in the
table below may change if the
offer is extended.

EVENT DATE

Record date..... November 19, 2001

Subscription
period.......... November 19, 2001
to December 14, 2001

Receipt of
subscription
certificates
and payment
for shares or
notice of
guaranteed
delivery due..... December 14, 2001

Expiration and
pricing date..... December 14, 2001

Payment for
guarantees of
delivery due..... December 19, 2001

Confirmation to
participants..... December 26, 2001

Final payment
for shares....... December 28, 2001

Over-Subscription Privilege.....If you exercise all your rights,
you may subscribe for shares
which were not subscribed for by
other stockholders. If
sufficient shares are not
available to honor all requests
for over-subscriptions, the Fund
may increase the number of shares
available for subscription by up
to 25% of the shares available
pursuant to the offer, or
13,750,703 shares, in order to
satisfy these over-subscription
requests. Available shares will
be allocated ratably among those
who over-subscribe based on the
number of rights originally
issued to them. For further
discussion, see "The Offer-Over-
Subscription Privilege" on page
13.

Rights May Not Be
Purchased or Sold...............You may not purchase or sell the
rights and they will not trade on
any exchange. If you do not
exercise your rights before the
conclusion of the rights offer,
your rights will expire without

value. For further discussion,
see "The Offer-Rights May Not Be
Purchased or Sold" on page 14.

Restrictions on
Foreign Stockholders............The Fund will not mail
subscription certificates to
stockholders whose record
addresses are outside the United
States. EquiServe Trust Company,
N.A. will hold the rights to
which subscription certificates
relate for foreign stockholder
accounts until instructions are
received to exercise the rights.
If no instructions are received
prior to the expiration date,
these rights will expire. For
further discussion, see "The
Offer-Restrictions on Foreign
Stockholders" on page 16.

Further Information.............If you have any questions or
inquiries relating to the offer,
please contact the information
agent at:

GEORGESON SHAREHOLDER
COMMUNICATIONS, INC.
17 State Street
New York, New York 10004
Call Toll Free: 888-901-9798
Banks and Brokers
Call: 212-440-9800

For further discussion, see "The
Offer-Information Agent" on page
16 and "Further Information" on
page 40.

Offering Fees and Expenses......Salomon Smith Barney Inc. and UBS
Warburg LLC will act as the
dealer managers for the offer
(the "Dealer Managers"). The
Fund will pay the Dealer Managers
an aggregate fee for their
financial advisory services and
marketing assistance equal to
1.25% of the subscription price
per share for shares issued upon
exercise of the rights and the

over-subscription privilege. The
Fund will also pay broker-
dealers, including the Dealer
Managers, fees for their
soliciting efforts equal to 2.50%
of the subscription price per
share. Other offering expenses
incurred by the Fund are
estimated at $1,004,942, assuming
that all of the rights are
exercised, without issuance of
any shares pursuant to the over-
subscription privilege. This
amount includes up to $100,000 in
the aggregate that may be paid to
the Dealer Managers as partial
reimbursement for their expenses
relating to the offer. For
further discussion, see "The
Offer-Offering Fees and Expenses"
on page 18.

Use of Proceeds.................We estimate the net proceeds of
the offer to be approximately
$436,810,566. If the Fund
increases the number of shares
subject to subscription by up to
25% in order to satisfy over-
subscription requests, the net
proceeds will be approximately
$546,234,308.

The Adviser anticipates that it
will take up to three months for
the Fund to invest these proceeds
in accordance with its investment
objective and policies under
current market conditions. For
further discussion, see "Use of
Proceeds" on page 20.

Information Regarding the Fund..The Fund has been engaged in
business as a diversified,
closed-end management investment
company since August 21, 1987.
Its investment objective is high
current income consistent with
preservation of capital. In
seeking to achieve this
objective, the Fund invests
principally in obligations issued

or guaranteed by the U.S.
Government, its agencies or
instrumentalities and repurchase
agreements pertaining to U.S.
Government securities and
utilizes certain other investment
techniques, including options and
futures contracts.

There can be no assurance that
the Fund will achieve its
investment objective. The Fund's
shares are listed and traded on
the NYSE under the symbol "ACG."
As of October 31, 2001, the
Fund's net assets were
approximately $1.451 billion.

Investment Adviser and
Administrator...................The Fund's investment adviser is
Alliance Capital Management L.P.,
located at 1345 Avenue of the
Americas, New York, New York
10105.

The Fund's administrator is
Brinson Advisors, Inc. (formerly
Mitchell Hutchins Asset
Management, Inc.)(the
"Administrator"), 51 West 52nd
Street, New York, New York 10019.
The Administrator is an affiliate
of UBS Warburg LLC, one of the
Dealer Managers. For further
discussion, see "Management of
the Fund-Investment Adviser" on
page 33 and "Management of the
Fund-Administrator" on page 34.

Investment Advisory and
Administration Fees.............The Fund pays the Adviser a
monthly management fee in an
amount equal to the sum of (x)
1/12th of .30% of the average
weekly net assets of the Fund up
to $250 million plus 1/12th of
.25% of the Fund's average weekly
net assets in excess of $250
million and (y) 5.25% of the
Fund's daily gross income (i.e.,
income other than gains from the

sale of securities or gains
received from options and futures
contracts less interest on money
borrowed by the Fund) accrued by
the Fund during the month. The
Advisory Agreement provides that
the monthly management fee shall
not exceed in the aggregate
1/12th of 1% of the Fund's
average weekly net assets during
the month (approximately 1% on an
annual basis).

The Fund also pays the
Administrator aggregate annual
fees for administrative services
equal to .18 of 1% of the Fund's
average weekly net assets up to
$100 million, .16 of 1% of the
Fund's next $200 million of
average weekly net assets and .15
of 1% of the Fund's average
weekly net assets in excess of
$300 million.

The Administrator and the Adviser
will benefit from the offer
because they receive fees based
on the Fund's net assets and, in
the case of the Adviser, also on
the income of the Fund, both of
which will increase as a result
of the offer. For further
discussion, see "The Offer-
Investment Advisory and
Administration Fees" on page 19.

Distributions...................The Fund intends to distribute
its net investment income
monthly, except for net short-
term capital gains, if any, which
will normally be distributed
annually. Net long-term capital
gains, if any, will normally be
distributed annually.

Risk Factors and Special
Considerations..................YOU WILL INCUR IMMEDIATE DILUTION
AS A RESULT OF THIS OFFER, WHICH
DILUTION COULD BE SUBSTANTIAL.
If you do not exercise all your

rights, after the offer you will
own a smaller proportional
interest in the Fund. If the
Fund increases the number of
shares subject to subscription in
order to satisfy over-
subscriptions, you will own a
smaller proportional interest in
the Fund even if you exercise all
of your rights. In addition,
whether or not you exercise your
rights, the NAV per share of your
shares will be reduced as a
result of the offer because:

- the shares offered will be
sold at less than their then
current NAV;

- you will indirectly bear the
expenses of the offer; and

- the number of shares
outstanding after the offer
will have increased
proportionately more than the
increase in the size of the
net assets.

You will incur a greater dilution
in NAV per share if you do not
exercise your rights than if you
do exercise your rights. For
further discussion, see "Risk
Factors and Special
Considerations-Dilution and the
Effect of Non-Participation in
the Offer" on page 29.

Principal Investment Risks......In this summary, we describe the
principal risks that may affect
the Fund's portfolio as a whole.
The Fund could be subject to
additional principal risks
because the types of investments
made by the Fund can change over
time. This Prospectus has
additional descriptions of
investments that appear in bold
type in the discussions under
"Investment Objective and

Policies" and "Risk Factors and
Special Considerations." These
sections also include more
information about the Fund, its
investments and related risks.
Other important things for you to
note:

- You may lose money by
investing in the Fund.

- An investment in the Fund is
not a deposit in a bank and is
not insured or guaranteed by
the Federal Deposit Insurance
Corporation or any other
government agency.

Among the principal risks of
investing in the Fund are
interest rate risk, credit risk,
market risk, leveraging risk,
derivatives risk, foreign risk,
emerging market risk, currency
risk, liquidity risk and
management risk. Interest rate
risk is the risk that changes in
interest rates will affect the
value of the Fund's investments
in fixed income securities.
Increases in interest rates may
cause the value of the Fund's
investments to decline. Credit
risk is the risk that the issuer
or the guarantor of a debt
security or the counterparty to a
derivatives contract will be
unable or unwilling to make
timely payments of interest or
principal or to otherwise honor
its obligations. The Fund is
also subject to market risk which
is the risk that the value of the
Fund's investments will fluctuate
as the bond markets fluctuate and
that prices overall will decline
over shorter or longer-term
periods. Because the Fund uses
derivative strategies and other
leveraging techniques, including
bank leverage, speculatively to

enhance returns, it is subject to
greater risk and its returns may
be more volatile than other
funds, particularly in periods of
market decline. For further
discussion, see "Risk Factors and
Special Considerations-Effects of
Leverage" on page 30.

The Fund's investments in foreign
securities have foreign risk,
which is the risk that
investments in issuers located in
foreign countries may have
greater price volatility and less
liquidity. Foreign risk includes
currency risk, which is the risk
that fluctuations in the exchange
rates between the U.S. dollar and
foreign currencies could
negatively affect the value of
the Fund's investments. Because
the Fund may invest in emerging
markets and in developing
countries, the Fund's returns may
be significantly more volatile
and may differ substantially from
returns in the U.S. bond markets
generally. Your investment also
has the risk that market changes
or other factors affecting
emerging markets or developing
countries, including political
instability and unpredictable
economic conditions, may have an
effect on the Fund's NAV. For
further discussion, see "Risk
Factors and Special
Considerations-Investments in
Foreign Government Securities" on
page 31.

Liquidity risk exists when
particular investments are
difficult to purchase or sell,
possibly preventing the Fund from
selling these illiquid securities
at an advantageous price. The
Fund is subject to liquidity risk
because derivatives and
securities involving substantial

interest rate and credit risk
tend to involve greater liquidity
risk.

The Fund is subject to management
risk because it is an actively
managed investment fund. There
can be no guarantee that the
Adviser's investment decisions
will produce desired results.
The Fund's shares may trade at a
discount to NAV. Shares of
closed-end management investment
companies frequently trade at a
discount from their NAV (i.e.,
the market price per share is
less than the NAV per share).
This characteristic is a risk
separate and distinct from the
risk that the Fund's NAV will
decrease as a result of its
investment activities and may be
greater for investors expecting
to sell their shares relatively
soon after completion of this
offering. The Fund cannot
predict whether its shares will
trade at, above or below NAV in
the future. For further
discussion, see "Risk Factors and
Special Considerations-Fund
Shares May Trade at a Discount to
NAV" on page 33.

There is no guarantee that the
Fund will be able to maintain its
current level of dividends and
distributions.

EXPENSE INFORMATION

The following table sets forth certain fees and expenses
of the Fund.

STOCKHOLDER TRANSACTION EXPENSES
Sales load (as a percentage of the
subscription price per share) (1)...................3.75%

ANNUAL EXPENSES (as a percentage of net assets
attributable to common shares)
Management fees(2)................................... .91%
Interest payments on borrowed funds.................. .73%
Other expenses (3) %
Administration fees................................ .15%
Other operating expenses........................... .12%
TOTAL ANNUAL EXPENSES (3).............................1.91%

EXAMPLE 1 Year 3 Years 5 Years 10 Years
_____________________________________________________________

You would pay the
following expenses on
a $1,000 investment
assuming a 5% annual
return (4) $56 $95 $137 $252

_______________
(1) The Fund will pay the Dealer Managers an aggregate fee for
financial advisory services and marketing assistance equal
to 1.25% of the subscription price per share. The Fund
will also pay broker-dealers, including the Dealer
Managers, fees for their soliciting efforts equal to 2.50%
of the subscription price per share. Since these fees will
be paid by the Fund, you will indirectly bear these fees as
a stockholder of the Fund, even if you do not exercise your
rights.

(2) The Fund pays the Adviser a monthly management fee in an
amount equal to the sum of (x) 1/12th of .30% of the
average weekly net assets of the Fund up to $250 million
plus 1/12th of .25% of the Fund's average weekly net assets
in excess of $250 million and (y) 5.25% of the Fund's daily
gross income (i.e., income other than gains from the sale
of securities or gains received from options and futures
contracts less interest on money borrowed by the Fund)
accrued by the Fund during the month. The Advisory
Agreement provides that the monthly management fee shall
not exceed in the aggregate 1/12th of 1% of the Fund's
average weekly net assets during the month (approximately
1% on an annual basis).

(3) Based upon estimated amounts for the current fiscal year
and on the net assets of the Fund after giving effect to
the anticipated net proceeds of the offer assuming that all

of the rights are exercised, without issuance of any shares
pursuant to the over-subscription privilege.

(4) The Example reflects the sales load and other expenses of
the Fund incurred in connection with the offer and assumes
that all of the rights are exercised and that all dividends
and distributions are reinvested at NAV.

The purpose of the table set forth above is to assist
the investor in understanding the various costs and expenses that
an investor in the Fund will bear directly or indirectly. The
Example set forth above assumes reinvestment of all dividends and
other distributions at NAV, payment of a 3.75% sales load and
annual expense ratio of 1.91%. The table above and the
assumption in the Example of a 5% annual return are required by
SEC regulations applicable to all management investment
companies. Your annual return may be more or less than the 5%
used in this Example. In addition, while the Example assumes
reinvestment of all dividends and other distributions at NAV,
participants in the Fund's Dividend Reinvestment Plan may receive
shares purchased or issued at a price or value different from
NAV.

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF
FUTURE EXPENSES OR ANNUAL RETURN, AND THE FUND'S ACTUAL EXPENSES
AND ANNUAL RETURN MAY BE MORE OR LESS THAN THOSE SHOWN.

FINANCIAL HIGHLIGHTS

The following table describes selected financial data
for a share of common stock outstanding throughout each period
presented. The per share operating performance and ratios for
each of the periods, other than the six-month period ended June
30, 2001, have been derived from financial statements audited by
Ernst & Young LLP, the Fund's independent auditors, as stated in
their report, which legally forms a part of the SAI. The
following information should be read in conjunction with the
financial statements and notes, which legally forms a part of
this Prospectus and which are included in the Fund's December 31,
2000 Annual Report and the Fund's June 30, 2001 Semi-Annual
Report, which are available without charge by calling the Fund at
(212) 969-2232 or by contacting the Fund at 1345 Avenue of the
Americas, New York, New York 10105.

Selected Data for a Share of Common Stock Outstanding throughout
Each Period

Six Months
Ended
June 30, Year Ended December 31,
2001(a) ---------------------------------------------------------------
(unaudited) 2000 1999 1998 1997 1996
-------------------------------------------------------------------------------

Net asset value,
beginning of period........ $8.45 $7.64 $8.80 $10.51 $10.29 $9.77
Income From Investment
Operations
Net investment income(b)..... .38 .70 .79 .88 .94 .94
Net realized and unrealized
gain (loss) on investments,
swap contracts, options
written and foreign currency
transactions............... (.24) .91 (1.11) (1.71) .54 .55
-------------------------------------------------------------------------------
Net increase (decrease) in net
asset value from operations .14 1.61 (.32) (.83) 1.48 1.49
-------------------------------------------------------------------------------
Less: Dividends and
Distributions
Dividends from
net investment income...... (.37) (.70) (.79) (.88) (.92) (.94)
Distributions in excess of
net investment income...... -0- (.10) (.05) -0- -0- (.03)
Distributions from net
realized gains............. -0- -0- -0- -0- (.34) -0-
-------------------------------------------------------------------------------
Total dividends and
distributions.............. (.37) (.80) (.84) (.88) (1.26) (.97)
-------------------------------------------------------------------------------
Net asset value, end of
period..................... $8.22 $8.45 $7.64 $8.80 $10.51 $10.29
-------------------------------------------------------------------------------
Market value, end of period.. $8.72 $7.50 $6.50 $9.125 $11.00 $10.25
-------------------------------------------------------------------------------
Total Investment Return
Total investment return
based on:(c)
Market value................. 21.62%(d) 28.97% (20.84)% (9.25)% 20.73% 24.15%
Net asset value.............. 1.76% 23.58% (3.53)% (8.38)% 15.08% 16.40%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted).............. $1,353,070 $1,390,542 $448,735 $512,296 $605,664 $590,173
Ratio of expenses to average
net assets................... 2.61%(d) 2.54% 2.37% 2.09% 2.03% 2.17%

Ratio of expenses to average
net assets excluding
interest expense(e)........ 1.24%(d) 1.19% 1.19% 1.12% 1.11% 1.18%
Ratio of net investment income
to average net assets...... 9.04%(d) 9.40% 9.80% 9.04% 9.02% 9.78%
Portfolio turnover rate...... 425% 538% 368% 409% 304% 349%

(a) As required, effective January 1, 2001, the Fund has adopted
the provisions of the AICPA Audit and Accounting Guide,
Audits of Investment Companies, and began amortizing premium
on debt securities. The effect of this change for the six
months ended June 30, 2001 was to decrease net investment
income per share by $.02, increase net realized and
unrealized gains and losses per share by $.02, and decrease
the ratio of net investment income to average net assets from
9.65% to 9.04%. Per share, ratios and supplemental data for
periods prior to January 1, 2001 have not been restated to
reflect this change in presentation.

(b) Based on average shares outstanding.

(c) Total investment return is calculated assuming a purchase of
common stock on the opening of the first day and a sale on
the closing of the last day of each period reported.
Dividends and distributions, if any, are assumed for purposes
of this calculation, to be reinvested at prices obtained
under the Fund's Dividend Reinvestment Plan. Generally, total
investment return based on net asset value will be higher
than total investment return based on market value in periods
where there is an increase in the discount or a decrease in
the premium of the market value to the net asset value from
the beginning to the end of such periods. Conversely, total
investment return based on net asset value will be lower than
total investment return based on market value in periods
where there is a decrease in the discount or an increase in
the premium of the market value to the net asset value from
the beginning to the end of such periods. Total investment
return for a period of less than one year is not annualized.

(d) Annualized.

(e) Net of interest expense of 1.37%, 1.35%, 1.18%, .97%, .92%,
and .99%, respectively, on borrowings.

CAPITALIZATION AT OCTOBER 31, 2001

AMOUNT
AMOUNT HELD OUTSTANDING
BY FUND OR EXCLUSIVE OF
AMOUNT FOR ITS AMOUNT HELD
TITLE OF CLASS AUTHORIZED ACCOUNT BY FUND

Common Stock,
$0.01 par value 300,000,000 0 Shares 165,008,437
Shares

TRADING AND NAV INFORMATION

In the past, the Fund's shares have traded both at a
premium and at a discount in relation to NAV. Although the
Fund's shares have recently been trading at a small premium to
NAV, there can be no assurance that this premium will continue
after the offer or that the shares will not again trade at a
discount. As discussed below, shares of closed-end investment
companies frequently trade at a discount from NAV.

The outstanding shares are listed and traded on the
NYSE. The following table sets forth for the quarters indicated
the high and low sales prices on the NYSE per share of common
stock and the NAV and the premium or discount from NAV at which
the common stock was trading, expressed as a percentage of NAV,
at each of the high and low sales prices provided.

Premium/Discount
Market Price(1) NAV as % of NAV(2)
______________ ___ ________________
Quarter Ended High Low High Low High Low
_____________________________________________________________________________
March 31, 1999 ...........$9.4375 $8.4375 $8.90 $7.96 6.04% 6.00%
June 30, 1999............. 8.625 8.1875 8.54 7.77 1.00% 5.37%
September 30, 1999........ 8.75 8.0625 8.05 7.51 8.70% 7.36%
December 31, 1999......... 8.1875 6.375 7.88 7.41 3.90% -13.97%
March 31, 2000............ 7.875 6.625 8.17 7.41 -3.61% -10.59%
June 30, 2000............. 7.375 6.50 8.21 7.47 -10.17% -12.99%
September 30, 2000........ 7.8125 7.1875 8.26 7.91 -5.42% -9.13%
December 31, 2000......... 7.6875 7.125 8.51 7.93 -9.67% -10.15%
March 31, 2001............ 8.35 7.50 8.70 8.42 -4.02% -10.93%
June 30, 2001............. 8.85 7.86 8.56 8.08 3.39% -2.72%
September 30, 2001........ 8.92 7.83 8.63 8.05 3.36% -2.73%
Through November 7, 2001.. 9.00 8.33 8.91 8.30 1.01% .36%

_______________

(1) As reported by the NYSE.
(2) Based on the Fund's computations.

The Fund's NAV at the close of business on October 3,
2001 and on November 7, 2001 was $8.37 and $8.91, respectively.
The last reported sales price of the Fund's shares on the NYSE on
those dates was $8.72 and $8.33, respectively.

THE FUND

The Fund is a diversified, closed-end management
investment company. Its shares are traded on the NYSE under the
symbol "ACG."

The Fund was incorporated under the laws of the State of
Maryland on June 15, 1987 and is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"). It commenced
investment operations on August 21, 1987 after an initial public
offering of 46,000,000 shares of common stock ("Common Stock").
The net proceeds of the offering were $512,320,260. There are
currently 165,008,437 shares of Common Stock outstanding. The
Fund's principal office is located at 1345 Avenue of the
Americas, New York, New York 10105. The Adviser is registered
with the SEC under the Investment Advisers Act of 1940, as
amended. In 1993 the Fund conducted a rights offering allowing
stockholders to subscribe for an aggregate of 16,211,704 shares.
The proceeds from the 1993 rights offering equaled $71,244,719.
In December 2000, the Fund acquired the assets and liabilities of
ACM Government Securities Fund, Inc. and ACM Government Spectrum
Fund, Inc. The aggregate net assets of the Fund immediately
after the acquisition amounted to $1,384,338,763.

THE OFFER

Purposes of the Offer

The Board of Directors of the Fund has determined that
it is in the best interests of the Fund and its existing
stockholders to increase the assets of the Fund available for
investment, thereby allowing the Fund to take advantage of
investment opportunities. In reaching its decision, the Board of
Directors was advised by the Adviser that the availability of new
capital would permit the Fund to take advantage of investment
opportunities without being required to sell current portfolio
positions that it desires to retain. The Board of Directors also
took into account that a well-subscribed rights offering could
result in an improvement in the liquidity of the trading market
for the Fund's shares on the NYSE. The Board also considered
that this rights offering would give record date stockholders the
opportunity to purchase shares at a price below the then current
market price per share and NAV, and might increase the level of
market interest in the Fund. The Board also considered, among
other things, the proposed terms of the offer, the expenses of

the offer, and its dilutive effect on exercising and non-
exercising record date stockholders.

There can be no assurance that the offer will be
successful.

The Fund may choose to make additional rights offerings
from time to time for a number of shares and on terms which may
or may not be similar to the offer. Any such future offering
will be made in accordance with the 1940 Act.

Terms of the Offer

The Fund is issuing to its stockholders rights to
purchase additional shares. You will receive one right for each
share you own on the record date, which is November 19, 2001.
You need three rights to purchase one share at the subscription
price per share. Record date stockholders who receive less than
three rights, however, will be entitled to purchase one share.
You may exercise your rights to acquire shares at any time during
the subscription period, which begins on November 19, 2001 and
ends at 5:00 p.m., New York City time, on December 14, 2001,
unless extended by the Fund. The right of a stockholder of
record to acquire one share for every three rights during the
subscription period at the subscription price is called the
"primary subscription."

Rights are evidenced by subscription certificates. The
Fund will send subscription certificates to all persons whose
names appear on the list of stockholders of the Fund on
November 19, 2001, the record date of the offer.

If you exercise all your rights, you may subscribe for
additional shares. Shares available for purchase pursuant to
this over-subscription privilege are subject to allotment and
increase. The over-subscription privilege is more fully
described below. For purposes of determining the maximum number
of shares you may acquire pursuant to the offer, if your shares
are held of record by Cede & Co. ("Cede"), as nominee for The
Depository Trust Company, or by any other depository or nominee,
you will be deemed to be the holder of the rights that are issued
to Cede or such other depository or nominee on your behalf.

Fractional shares will not be issued. After the
exercise of rights, record date stockholders who have remaining
less than three rights will not be able to purchase a share upon
exercise of these remaining rights, which will expire without any
residual value. Record date stockholders who receive less than
three rights, however, may purchase one share at the subscription
price. Record date stockholders may request additional shares
under the over-subscription privilege described below, provided

that such record date stockholders have exercised all their
rights pursuant to the primary subscription. YOU WILL HAVE NO
RIGHT TO RESCIND YOUR SUBSCRIPTION AFTER RECEIPT OF YOUR PAYMENT
OR GUARANTEE OF PAYMENT FOR SHARES BY THE SUBSCRIPTION AGENT.

Important Dates to Remember

Please note that the dates in the table below may change
if the offer is extended.

EVENT DATE
_________________________________________________________________

Record date.................................November 19, 2001
Subscription period.........................November 19, 2001 to
December 14, 2001
Receipt of subscription certificate and
payment for shares or notice of guaranteed
delivery due................................December 14, 2001
Expiration and pricing date.................December 14, 2001
Payment for guarantees of delivery due......December 19, 2001
Confirmation to participants................December 26, 2001
Final payment for shares....................December 28, 2001

Over-Subscription Privilege

If shares remain available for purchase after all
stockholders have had a chance to exercise their rights pursuant
to the primary subscription, the Fund will offer such shares to
stockholders who have exercised all their rights and who desire
to acquire additional shares. You may subscribe for those
additional shares pursuant to the over-subscription privilege
only if you exercise all your rights pursuant to the primary
subscription. If you exercise all your rights and wish to
subscribe for additional shares, please indicate on the
subscription certificate the number of additional shares desired
through the over-subscription privilege.

If sufficient shares remain from unexercised rights, all
over-subscriptions may be honored in full.

If sufficient shares are not available to honor all
over-subscription requests, the Fund may issue up to an
additional 13,750,703 shares, representing 25% of the shares
available pursuant to the primary subscription, to satisfy over-
subscription requests. Whether or not the Fund issues these
additional shares, if there are not enough shares available to
honor all over-subscriptions, the available shares will be
allocated among you and all the other stockholders who subscribe
for additional shares pursuant to the over-subscription privilege
in proportion to the number of rights issued to you and such

stockholders. The allocation process may involve a series of
allocations in order to assure that the total number of shares
available for over-subscriptions is distributed on a pro rata
basis.

The Fund will not sell any shares that are not
subscribed for under the primary subscription or the over-
subscription privilege.

Subscription Price

You may purchase one share for every three rights at the
subscription price. The subscription price is 95% of the lower
of:

(1) the average of the last reported sales price of a
share on the NYSE on the expiration date of the offer (December
14, 2001, unless extended) and on the four preceding business
days; and

(2) the NAV per share as of the close of business on
the expiration date of the offer (December 14, 2001, unless
extended).

For example, if the average of the last reported sales
price on the NYSE on December 14, 2001 and on the four preceding
business days of a share of the Fund's Common Stock is $8.33, and
the NAV as of the close of business on the expiration date is
$8.91, the subscription price will be $7.91. If, however, the
average of the last reported sales price of a share on that
exchange on December 14, 2001 and on the four preceding business
days thereof is $9.00, and the NAV as of the close of business on
the expiration date is $8.91, the subscription price will be
$8.46.

The Fund announced the offer on October 4, 2001. The
last reported NAV per share of Common Stock at the close of
business on October 3, 2001 and November 7, 2001 was $8.37 and
$8.91, respectively, and the last reported sales price of a share
on the NYSE on those dates was $8.72 and $8.33, respectively.
The Fund paid a dividend of $.07 per share on October 19, 2001.

Rights May Not Be Purchased or Sold

The rights are non-transferable. You may not purchase
or sell them. The rights will not trade on the NYSE or any other
exchange. The shares to be issued upon exercise of the rights,
however, will trade on the NYSE under the symbol "ACG." If you do
not exercise your rights before the conclusion of the rights
offer, your rights will expire without value.

Expiration of the Offer and Rights

The offer will expire at 5:00 p.m., New York City time,
on December 14, 2001 unless it is extended. Rights will expire
at that time and thereafter you will no longer be able to
exercise them. Since the expiration date for exercise of the
rights and the pricing date of the shares subscribed will be the
same date, you will not know the purchase price when you decide
to acquire shares.

If the Fund decides to extend the offer, it will make an
announcement to that effect as promptly as practicable. The Fund
may elect to extend the offer, for example, if it determines that
stockholders require extra time to exercise their rights in a
timely fashion. The Fund will not, unless otherwise required by
law, have any obligation to publish, advertise or otherwise
communicate any such announcement other than by making a release
to the Dow Jones News Service or such other means of announcement
as the Fund deems appropriate.

Subscription Agent

The subscription agent, EquiServe Trust Company, N.A.,
will receive for its administrative, processing, invoicing and
other services as subscription agent, a fee estimated to be
approximately $15,000 plus reimbursement for its out-of-pocket
expenses related to the offer. If you have any questions
regarding subscription certificates, please contact Georgeson
Shareholder Communications, the information agent for the offer,
at (888) 901-9798. You must send completed subscription
certificates together with payment of the estimated subscription
price to EquiServe Trust Company, N.A. by one of the methods
described below.

(1) By First Class Mail:
EquiServe Trust Company, N.A.
Corporate Reorganization
P.O. Box 43025
Providence, RI 02940-3025

By Overnight, Certified or Express Mail:
EquiServe Trust Company, N.A.
Corporate Reorganization
40 Campanelli Drive
Braintree, MA 02184

By Hand:
Securities Transfer & Reporting Services, Inc.
c/o EquiServe Trust Company, N.A.
100 William Street Galleria
New York, NY 10038

(2) By Facsimile (Telecopy):
For Notice of Guaranteed Delivery Only
(781) 380-3388 with the original subscription
certificate to be sent by method (1) above. Confirm
facsimile by telephone at (800) 219-4218.

The Fund will accept only subscription certificates
actually received on a timely basis. DELIVERY TO AN ADDRESS
OTHER THAN THOSE SET FORTH ABOVE DOES NOT CONSTITUTE GOOD
DELIVERY.

How to Exercise Rights

Rights will be evidenced by subscription certificates.
Except as described below under "Restrictions on Foreign
Stockholders," the Fund will mail subscription certificates
directly to you if your shares are registered in your name or, if
you own your shares through a broker, bank or nominee, to Cede or
such other depository or nominee. You may exercise your rights
by either:

- completing and signing a subscription certificate
and mailing it in the envelope provided, together
with payment for the shares to the subscription
agent, or

- contacting your broker, banker or trust company,
which can guarantee payment and delivery of a
properly completed and executed subscription
certificate before December 14, 2001. A fee may be
charged for this service.

The subscription agent must have received at its office
indicated above completed subscription certificates and payment
for shares or notices of guaranteed delivery prior to 5:00 p.m.,
New York City time, on December 14, 2001.

IF YOU DO NOT OWN YOUR SHARES THROUGH A BROKER OR OTHER
NOMINEE. As a record holder, you can choose between two options
set forth under "-Payment for Shares" below. If time is of the

essence, option (2) will permit delivery of the completed
subscription certificate and payment after December 14, 2001.

IF YOU OWN YOUR SHARES THROUGH A BROKER OR OTHER
NOMINEE. You must contact that broker or nominee to exercise
your rights. In that case, the nominee will complete the
subscription certificate on your behalf and arrange for proper
payment by one of the methods set forth under "-Payment for
Shares".

IF YOU ARE A NOMINEE. If you hold shares for the
account of others, you should notify the beneficial owners of
such shares as soon as possible to obtain instructions. If the
beneficial owner so instructs, you should complete the
subscription certificate and submit it to the subscription agent
with proper payment.

Restrictions on Foreign Stockholders

The Fund will not mail subscription certificates to
stockholders whose record addresses are outside the United
States. For these purposes, the United States includes its
territories and possessions and the District of Columbia. The
rights to which those subscription certificates relate will be
held by EquiServe Trust Company, N.A. for foreign stockholders'
accounts until instructions are received to exercise the rights.
If no instructions are received prior to December 14, 2001, such
rights will expire.

Information Agent

If you have any questions or inquiries relating to the
offer, please contact the information agent at:

GEORGESON SHAREHOLDER COMMUNICATIONS, INC.
17 State Street
New York, New York 10004
Call Toll Free: (888) 901-9798
Banks and Brokers Call: (212) 440-9800

You may also contact your broker or nominee for
information with respect to the offer.

The Fund will pay the information agent for its services
in connection with the offer a fee estimated to be approximately
$38,500 including reimbursement for its out-of-pocket expenses.

Payment for Shares

You may choose between the following methods of payment
to exercise your rights:

(1) You can send the completed subscription certificate
together with payment for shares to the subscription agent. You
should calculate the total payment on the basis of an estimated
subscription price of $8.27 per share. To be accepted, your
payment accompanied by a properly executed and completed
subscription certificate must be received by the subscription
agent prior to 5:00 p.m., New York City time, on December 14,
2001.

If you pay using this method, please make sure that your
payment:

- is made in United States dollars by money order or
check drawn on a bank located in the United States;

- is made to "ACM Income Fund, Inc."; and

- accompanies an executed subscription certificate.

(2) Alternatively, you may contact your broker, bank or
trust company and request that it sends on your behalf a notice
of guaranteed delivery by facsimile or otherwise to the
subscription agent. The subscription agent will accept all
notices of guaranteed delivery received from brokers, banks,
trust companies or NYSE members prior to 5:00 p.m., New York City
time, on December 14, 2001. The notice must guarantee delivery
to the subscription agent of (a) payment of the full subscription
price for the shares subscribed for pursuant to the primary
subscription and any additional shares subscribed for pursuant to
the over-subscription privilege, and (b) a properly completed and
executed subscription certificate. The subscription agent will
not honor a notice of guaranteed delivery if a properly completed
and executed subscription certificate, together with payment, is
not received by the close of business on December 19, 2001.

No later than December 26, 2001, the subscription agent
will send a confirmation to each stockholder or, if the
stockholder's shares are held by Cede or any other depository or
nominee, to Cede or such depository or nominee. This
confirmation will show:

- the number of shares you acquired pursuant to the
primary subscription;

- the number of shares, if any, you acquired pursuant
to the over-subscription privilege;

- the per share and total purchase price for the
shares; and

- any additional amount that you must pay to the Fund
or any excess to be refunded by the Fund to you.

You will not receive any other evidence of title unless
you have requested a stock certificate. You must ensure that the
subscription agent receives any additional payment required from
you before December 28, 2001. The subscription agent will mail
any excess payment owed to you within a reasonable time after the
expiration date. The Fund will not pay interest on any excess
payment. All your payments to the Fund must be in U.S. dollars
by money order or check drawn on a bank located in the United
States of America and payable to ACM Income Fund, Inc.

The subscription agent will deposit all checks received
by it prior to the final due date into a segregated interest-
bearing account pending distribution of the shares. Interest
will accrue to the benefit of the Fund regardless of whether
shares are issued or not by the Fund.

Issuance and delivery of evidence of title for the
shares purchased are subject to collection of checks and actual
payment pursuant to any notice of guaranteed delivery.

YOU WILL HAVE NO RIGHT TO RESCIND YOUR SUBSCRIPTION
AFTER RECEIPT OF YOUR PAYMENT OR GUARANTEE OF PAYMENT FOR SHARES
BY THE SUBSCRIPTION AGENT.

If you subscribe for shares and do not pay any
additional amounts due, the Fund may:

(1) sell these shares to other stockholders;

(2) sell you only the number of shares your payment
covers; and/or

(3) exercise any and all other rights or remedies to
which it may be entitled to collect the additional amount due,
including enforcing any guarantee of payment.

You may choose the method of delivery of subscription
certificates and payment of the subscription price from those
indicated above. Whichever method you choose, you will make
delivery and payment at your own risk. If you use mail,
subscription certificates and payment should be sent by
registered mail and properly insured, with return receipt
requested. Please allow a sufficient number of days to ensure
delivery to the Fund and clearance of payment prior to 5:00 p.m.,
New York City time, on the last applicable payment date. Because

uncertified personal checks may take at least five business days
to clear, you are strongly urged to pay, or arrange for payment,
by means of certified or cashier's check or money order.

The Fund will determine all questions concerning the
timeliness, validity, form and eligibility of any exercise of
rights. The Fund's determinations will be final and binding.
The Fund may waive any defect or irregularity, or permit a defect
or irregularity to be corrected within such time as it may
determine. The Fund may also reject the purported exercise of
any right. Subscriptions will not be deemed to have been
received or accepted until all irregularities have been waived or
cured within such time as the Fund determines. The Fund will not
be under any duty to give notification of any defect or
irregularity related to the submission of subscription
certificates. The Fund will not incur any liability for failure
to give any such notification.

Delivery of Stock Certificates

The Fund will issue certificates for shares acquired
through subscription only upon request. If a request is made,
stock certificates will be mailed promptly after December 26,
2001 when payment for the shares subscribed for has cleared. If
you are a participant in the Fund's dividend reinvestment and
cash purchase plan, your shares will be credited to your account
in the plan. The Fund will not issue certificates for
subscription shares credited to plan accounts. If your shares
are held of record by Cede or by any other depository or nominee
on your behalf or your broker-dealer's behalf, the shares that
you acquire will be credited to the account of Cede or such other
depository or nominee.

Offering Fees and Expenses

Salomon Smith Barney Inc. and UBS Warburg LLC (the
"Dealer Managers") will act as the dealer managers for the offer
pursuant to a dealer manager agreement with the Fund. The Dealer
Managers will provide financial advisory services and marketing
assistance in connection with the offer. Together with their
associated broker-dealers, the Dealer Managers will also solicit
the exercise of rights and participation in the over-subscription
privilege. The Fund will pay the Dealer Managers an aggregate
fee for their financial advisory services and marketing
assistance equal to 1.25% of the subscription price per share for
shares issued upon exercise of the rights and the over-
subscription privilege. The Fund will also pay broker-dealers,
including the Dealer Managers, fees for their soliciting efforts
equal to 2.50% of the subscription price for each share issued.

The Fund has agreed to indemnify each of the Dealer
Managers or contribute to losses arising out of certain
liabilities, including liabilities under the Securities Act. The
Dealer Managers will not be liable to the Fund or the Adviser in
rendering the services described above except for any act of bad
faith, willful misconduct or gross negligence on their part or
reckless disregard of their obligations and duties.

Other offering expenses incurred by the Fund are
estimated at $1,004,942, assuming that all of the rights are
exercised, without issuance of any shares pursuant to the over-
subscription privilege and including up to $100,000 in the
aggregate that may be paid to the Dealer Managers as partial
reimbursement for their expenses related to the offer.

Notice of NAV Decline

The Fund has undertaken to suspend the offer until it
amends this Prospectus if, subsequent to November 16, 2001 (the
effective date of the Fund's registration statement), the Fund's
NAV declines more than 10% from its NAV as of that date. In such
event, the Fund would extend the expiration date and notify
record date stockholders that the NAV has declined more than 10%,
that the offer is suspended and that exercising rights holders
may cancel their exercise of rights.

Employee Benefit Plan Considerations

Stockholders who are employee benefit plans subject to
the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), (including corporate savings and 401(k) plans), Keogh
or H.R. 10 plans of self-employed individuals and individual
retirement accounts (collectively, "Retirement Plans"), should be
aware that additions to the Retirement Plan (other than rollovers
or trustee-to-trustee transfers from other Retirement Plans) in
order to exercise rights would be treated as contributions to the
Retirement Plan and, when taken together with contributions
previously made, may result in, among other things, excise taxes
for excess or nondeductible contributions. In the case of
Retirement Plans qualified under section 401(a) of the U.S.
Internal Revenue Code of 1986, as amended (the "Code"), and
certain other Retirement Plans, additional cash contributions
could cause the maximum contribution limitations of section 415
of the Code or other qualification rules to be violated. They
may also be a reportable distribution and there may be other
adverse tax and ERISA consequences if rights are sold or
transferred by a Retirement Plan.

Retirement Plans and other tax exempt entities should
also be aware that, if they borrow in order to finance their
exercise of rights, they may become subject to the tax on

unrelated taxable income under section 511 of the Code with
respect to any income they subsequently derive with respect to
the shares acquired pursuant to such exercise.

ERISA contains fiduciary responsibility requirements,
and ERISA and the Code contain prohibited transaction rules, that
may bear upon the exercise of rights. Due to the complexity of
these rules and the penalties for noncompliance, Retirement Plans
should consult with their counsel and other advisors regarding
the consequences under ERISA and the Code of their exercise of
rights.

Federal Income Tax Consequences

For United States federal income tax purposes, neither
the receipt nor the exercise of the rights will result in taxable
income to you. Moreover, you will not realize a loss if you do
not exercise the rights. The holding period for a share acquired
upon exercise of a right begins with the date of exercise. The
basis for determining gain or loss upon the sale of a share
acquired upon the exercise of a right will be equal to the sum
of:

- the subscription price per share,

- any servicing fee charged to you by your broker,
bank or trust company, and

- the basis, if any, in the rights that you
exercised.

A gain or loss recognized upon a sale of a share
acquired upon the exercise of a right will be a capital gain or
loss assuming the share is held as a capital asset at the time of
sale. This gain or loss will be a long-term capital gain or loss
if the share has been held at the time of sale for more than one
year.

As noted above, your basis in shares issued under the
offer includes your basis in the rights underlying those shares.
Assuming that, as the Fund expects, the aggregate fair market
value of the rights at the time they are distributed is less than
15% of the aggregate fair market value of the Fund's Common Stock
at such time, the basis of the rights issued to you will be zero
unless you elect to allocate your basis of previously owned
shares to the rights issued to you in the offer. This allocation
is based upon the relative fair market value of such shares and
the rights as of the date of distribution of the rights. Thus,
if you make such an election and the rights are later exercised,
the basis in the shares you originally owned will be reduced by
an amount equal to the basis you allocated to the rights. This

election must be made in a statement attached to your federal
income tax return for the year in which the rights are
distributed. If you do not exercise the rights, however, you
will not be able to recognize a loss or to allocate a portion of
your basis in the shares to the unexercised rights.

The foregoing is a general summary of the material
United States federal income tax consequences of the receipt and
exercise of rights. The discussion is based upon applicable
provisions of the Code, U.S. Treasury regulations thereunder and
other authorities currently in effect, and does not cover state,
local or foreign taxes. The Code and Treasury regulations
thereunder are subject to change by legislative or administrative
action, possibly with retroactive effect. You should consult
your tax advisors regarding specific questions as to federal,
state, local or foreign taxes. You should also review the
discussion of certain tax considerations affecting yourself and
the Fund set forth under "Taxation."

Investment Advisory and Administration Fees

The Adviser and the Administrator will each benefit from
the offer because a portion of the investment advisory fees and
all of the administrative fees are based on the net assets of the
Fund. Assuming all rights are exercised at the estimated
subscription price, including up to an additional 25% of the
shares which may be issued to satisfy over-subscriptions, the
annual compensation to be received by the Adviser would be
increased by approximately $6,370,896 and the annual compensation
to be received by the Administrator would be increased by
approximately $819,353. Actual compensation paid may vary
depending on the number of shares purchased and investment
return.

Dividends

The Fund does not expect to pay dividends or other
distributions with respect to the shares acquired pursuant to
rights until January 2002.

USE OF PROCEEDS

Assuming the Fund sells all shares offered pursuant to
the primary subscription at the estimated subscription price, the
net proceeds of the offer are estimated to be $436,810,566, after
payment of the Dealer Managers' fees, the soliciting fees and the
estimated offering expenses. The Fund will pay these expenses,
which will reduce the NAV per share. If the Fund increases the
number of shares subject to the offer by 25%, or 13,750,703
shares, in order to satisfy over-subscription requests, the net
proceeds will be approximately $546,234,308. Under current

market conditions, the Adviser anticipates that the net proceeds
of the offer will be used to further diversify the Fund's
investment portfolio. The Fund will seek to accomplish this goal
by investing a portion of the net proceeds of the offer in
securities issued or guaranteed by agencies or instrumentalities
of the U.S. Government and investment grade and high yield
corporate debt securities. The Adviser expects that, under
current market conditions, the Fund will invest substantially all
of the net proceeds of the offer in accordance with its
investment objective and policies within approximately three
months from the date of receipt. Pending such investment, the
proceeds will be invested in certain short-term debt instruments.

INVESTMENT OBJECTIVE AND POLICIES

General

The investment objective of the Fund is high current
income consistent with preservation of capital. In seeking to
achieve this objective, the Fund invests principally in U.S.
Government securities and utilizes certain other investment
techniques, including options and futures, intended to enhance
income and reduce market risk. The Fund may also invest in other
debt securities, including those of foreign governmental issuers.
The Fund is designed primarily for long-term investment and
investors should not consider it a trading vehicle. As with all
investment companies, there can be no assurance that the Fund's
objective will be achieved.

As of October 26, 2001, the composition of the Fund's
portfolio was 71% U.S. Treasury obligations, 14% sovereign debt
obligations, 7% corporate investment grade debt securities, 7%
corporate high yield debt securities and 1% preferred stock.

The Fund has adopted a fundamental policy that it will
invest at least 65% of its total assets in U.S. Government
securities and repurchase agreements pertaining to U.S.
Government securities. The Fund's investment objective and this
fundamental policy may be changed only with the approval of the
holders of a "majority of the Fund's outstanding voting
securities," which, as used in this Prospectus, means the lesser
of (i) 67% of the shares of the Fund represented at a meeting at
which more than 50% of the outstanding shares are present in
person or represented by proxy, or (ii) more than 50% of the
outstanding shares. The Fund's other investment policies
described below are not fundamental and may be changed by the
Fund without stockholder approval, but the Fund will not change
its investment policies without contemporaneous notice to its
stockholders.

U.S. Government Securities

Securities issued or guaranteed by the United States
Government, its agencies or instrumentalities include: (i) U.S.
Treasury obligations, which differ only in their interest rates,
maturities and times of issuance: U.S. Treasury bills (maturity
of one year or less), U.S. Treasury notes (maturities of one to
10 years), and U.S. Treasury bonds (generally maturities of
greater than 10 years), all of which are backed by the full faith
and credit of the United States, and (ii) obligations issued or
guaranteed by U.S. Government agencies or instrumentalities,
including government guaranteed mortgage-related securities, some
of which are backed by the full faith and credit of the U.S.
Treasury, e.g., direct pass-through certificates of the
Government National Mortgage Association (some of which are
supported by the right of the issuer to borrow from the U.S.
Government, e.g., obligations of Federal Home Loan Banks; and
some of which are backed only by the credit of the issuer itself,
e.g., obligations the Student Loan Marketing Association). U.S.
Government securities in which the Fund may invest are discussed
briefly below and in greater detail in the SAI, including
Appendix A to the SAI which describes obligations issued or
guaranteed by U.S. Government agencies and instrumentalities.

Government Guaranteed Mortgage-Related Securities-
-General. Mortgages backing the securities purchased by the Fund
include, among others, conventional thirty-year fixed rate
mortgages, graduated payment mortgages, fifteen-year mortgages
and adjustable rate mortgages. All of these mortgages can be used
to create pass-through securities. A pass-through security is
formed when mortgages are pooled together and undivided interests
in the pool or pools are sold. The cash flow from the mortgages
is passed through to the holders of the securities in the form of
periodic payments of interest, principal and prepayments (net of
a service fee). Prepayments occur when the holder of an
individual mortgage prepays the remaining principal before the
mortgage's scheduled maturity date. As a result of the pass-
through of prepayments of principal on the underlying securities,
mortgage-backed securities are often subject to more rapid
prepayment of principal than their stated maturity would
indicate. Because the prepayment characteristics of the
underlying mortgages vary, it is not possible to predict
accurately the realized yield or average life of a particular
issue of pass-through certificates. Prepayment rates are
important because of their effect on the yield and price of the
securities. Accelerated prepayments adversely impact yields for
pass-throughs purchased at a premium (i.e., a price in excess of
principal amount) and may involve additional risk of loss of
principal because the premium may not have been fully amortized
at the time the obligation is repaid. The opposite is true for
pass-throughs purchased at a discount. The Fund may purchase

mortgage-related securities at a premium or at a discount.
Principal and interest payments on the mortgage-related
securities are government guaranteed to the extent described
below. Such guarantees do not extend to the value or yield of the
mortgage-related securities themselves or of the Fund's shares of
Common Stock.

GNMA Certificates. Certificates of the Government
National Mortgage Association ("GNMA Certificates") are mortgage-
backed securities which evidence an undivided interest in a pool
or pools of mortgages. GNMA Certificates that the Fund purchases
are the "modified pass-through" type, which entitle the holder to
receive timely payment of all interest and principal payments due
on the mortgage pool, net of fees paid to the "issuer" and GNMA,
regardless of whether or not the mortgagor actually makes the
payment. GNMA guarantees the timely payment of principal and
interest in the GNMA Certificates purchased by the Fund.

FHLMC Securities. The Federal Home Loan Mortgage
Corporation ("FHLMC") issues two types of mortgage pass-through
securities ("FHLMC Certificates"), mortgage participation
certificates ("PCs") and guaranteed mortgage certificates
("GMCs"). PCs resemble GNMA Certificates in that each PC
represents a pro rata share of all interest and principal
payments made and owed on the underlying pool. The FHLMC
guarantees timely monthly payment of interest on PCs and the
ultimate payment of principal.

GMCs also represent a pro rata interest in a pool of
mortgages. However, these instruments pay interest semi-annually
and return principal once a year in guaranteed minimum payments.
The expected average life of these securities is approximately
ten years. The FHLMC guarantee is not backed by the full faith
and credit of the United States.

FNMA Securities. The Federal National Mortgage
Association ("FNMA") issues guaranteed mortgage pass-through
certificates ("FNMA Certificates"). FNMA Certificates resemble
GNMA Certificates in that each FNMA Certificate represents a pro
rata share of all interest and principal payments made and owed
on the underlying pool. FNMA guarantees timely payment of
interest and principal on FNMA Certificates. The FNMA guarantee
is not backed by the full faith and credit of the United States.

Zero Coupon Treasury Securities. The Fund may invest in
zero coupon Treasury securities. Currently the only U.S. Treasury
security issued without coupons is the Treasury bill. Although
the U.S. Treasury does not itself issue Treasury notes and bonds
without coupons, under the U.S. Treasury STRIPS program interest
and principal payments on certain long-term Treasury securities
may be maintained separately in the Federal Reserve book entry

system and may be separately traded and owned. In addition, in
the last few years a number of banks and brokerage firms have
separated ("stripped") the principal portions ("corpus") from the
coupon portions of U.S. Treasury bonds and notes and sold them
separately in the form of receipts or certificates representing
undivided interests in these instruments (which instruments are
generally held by a bank in a custodial or trust account). The
staff of the SEC has indicated that, in its view, these receipts
or certificates should be considered as securities issued by the
bank or brokerage firm involved and, therefore, should not be
included in the Fund's categorization of U.S. Government
Securities. The Fund disagrees with the staff's interpretation
but has undertaken that it will not invest in such securities
until final resolution of the issue. However, if such securities
are deemed to be U.S. Government Securities the Fund will not be
subject to any limitations on their purchase.

Zero coupon securities do not entitle the holder to any
periodic payments of interest prior to maturity. Accordingly,
such securities usually trade at a deep discount from their face
or par value and will be subject to greater fluctuations of
market value in response to changing interest rates than debt
obligations of comparable maturities which make current
distributions of interest. The Fund may invest a maximum of 35%
of its total assets in zero coupon securities.

Current federal tax law requires that a holder (such as
the Fund) of a zero coupon security accrue a portion of the
discount at which the security was issued as income each year
even though the holder receives no interest payment in cash on
the security during the year. As a result, in order to make the
distributions necessary for the Fund not to be subject to federal
income or excise taxes, the Fund might be required to pay out as
an income distribution each year an amount, obtained by
liquidation of portfolio securities or borrowings if necessary,
greater than the total amount of cash that the Fund has actually
received as interest during the year. The Fund believes, however,
that it is highly unlikely that it would be necessary to
liquidate portfolio securities or borrow money in order to make
such required distributions or to meet its investment objective.

Repurchase Agreements. The Fund may enter into
repurchase agreements pertaining to U.S. Government Securities
with member banks of the Federal Reserve System or "primary
dealers" (as designated by the Federal Reserve Bank of New York)
in such securities. There is no percentage restriction on the
Fund's ability to enter into repurchase agreements. A repurchase
agreement arises when a buyer such as the Fund purchases a
security and simultaneously agrees to resell it to the vendor at
an agreed-upon future date, normally one day or a few days later,

at a resale price greater than the purchase price, reflecting an
agreed-upon interest rate.

General. U.S. Government Securities do not generally
involve the credit risks associated with other types of interest-
bearing securities, although, as a result, the yields available
from U.S. Government Securities are generally lower than the
yields available from other interest-bearing securities. Like
other fixed-income securities, however, the values of U.S.
Government Securities change as interest rates fluctuate. When
interest rates decline, the values of U.S. Government Securities
can be expected to increase and when interest rates rise, the
values of U.S. Government Securities can be expected to decrease.

Other Securities

While the Fund's investment strategy normally emphasizes
U.S. Government Securities, the Fund may, where consistent with
its investment objective, invest up to 35% of its total assets in
securities other than U.S. Government Securities, including (i)
Foreign Government Securities (as described below), (ii)
corporate debt securities (including collateralized in mortgage
obligations), (iii) certificates of deposit, bankers' acceptances
and interest-bearing savings deposits of banks having total
assets of more than $1 billion and which are members of the
Federal Deposit Insurance Corporation, (iv) commercial paper of
prime quality rated Prime-1 or higher by Moody's Investor
Service, Inc. ("Moody's") or A-1 or higher by Standard & Poor's
Ratings Services ("S&P") or, if not rated, issued by companies
which have an outstanding debt issue rated Aa or higher by
Moody's or AA or higher by S&P, and (v) put and call options,
futures contracts and options on futures contracts, options on
foreign currencies, and forward foreign currency exchange
contracts, as discussed below and in the SAI. Investment grade
debt securities are those rated Baa or higher by Moody's or BBB
or higher by S&P or, if not rated, of equivalent investment
quality in the opinion of the Adviser. Securities rated Baa by
Moody's or BBB by S&P normally provide higher yields than higher-
rated securities but may be considered to have speculative
characteristics. Sustained periods of deteriorating economic
conditions or rising interest rates are more likely to lead to a
weakening in the issuer's capacity to pay interest and repay
principal than in the case of higher-rated securities. The Fund
may maintain up to 35% of its net assets in securities rated
below Baa by Moody's or below BBB by S&P or, if not rated, of
comparable investment quality as determined by the Adviser. Such
high-yield, high-risk securities are considered to have
speculative or, in the case of relatively low ratings,
predominantly speculative characteristics. See "Risk Factors and
Special Considerations--Investments in Lower-Rated Securities."

See Appendix B to the SAI for a description of Moody's and S&P's
bond ratings.

Foreign Government Securities. The Fund may invest up to
35% of its total assets in Foreign Government Securities of
issuers considered stable by the Adviser, although the Fund will
not invest 25% or more of its total assets in the Foreign
Government Securities of any one country. Foreign Government
Securities are obligations issued or guaranteed by a foreign
government or any of its political subdivisions, authorities,
agencies or instrumentalities. The Adviser's determination that a
particular country should be considered stable depends on the
Adviser's evaluation of political and economic developments
affecting the country as well as recent experience in the markets
for Foreign Government Securities of the country. Examples of
foreign governments which the Adviser currently considers to be
stable, among others, are the governments of Canada, Japan,
Sweden, Germany, the United Kingdom and Mexico. The percentage
of the Fund's assets invested in Foreign Government Securities
will vary depending on the relative yields of such securities,
the economies, financial markets and interest rate climates of
the countries in which the investments are made and the
relationship of such countries' currencies to the U.S. dollar.
Currency is judged on the basis of fundamental economic criteria
(e.g., relative inflation levels and trends, growth rate
forecasts, balance of payments status, and economic policies) as
well as technical and political data. The Fund's portfolio of
Foreign Government Securities may include those of a number of
foreign countries or, depending upon market conditions, those of
a single country. The Fund may also hold foreign currency for
hedging purposes.

Investing in Foreign Government Securities involves
considerations and possible risks not typically associated with
investing in U.S. Government Securities. The value of Foreign
Government Securities investments will be affected by changes in
currency rates or exchange control regulations, application of
foreign tax laws, including withholding taxes, changes in
governmental administration or economic or monetary policy (in
this country or abroad) or changed circumstances in dealings
between nations. Costs will be incurred in connection with
conversions between currencies. Foreign brokerage commissions
are generally higher than in the United States, and foreign
securities markets may be less liquid, more volatile and less
subject to governmental supervision than in the United States.
Investments in foreign countries could be affected by other
factors not present in the United States, including
expropriation, confiscatory taxation, lack of uniform accounting
and auditing standards and potential difficulties in enforcing
contractual obligations and could be subject to settlement
periods.

Collateralized Mortgage Obligations. Collateralized
mortgage obligations are debt obligations issued generally by
finance subsidiaries or trusts that are secured by mortgage-
backed certificates, including in many cases, GNMA Certificates,
FHLMC Certificates and FNMA Certificates, together with certain
funds and other collateral.

Scheduled distributions on the mortgage-backed
certificates pledged to secure the collateralized mortgage
obligations, together with certain funds and other collateral,
are sufficient to make timely payments of interest on the
collateralized mortgage obligations, and to retire the
collateralized mortgage obligations not later than their stated
maturity. Since the rate of payment of principal of the
collateralized mortgage obligations depends on the rate of
payment (including prepayments) of the principal of the
underlying mortgage-backed certificates, the actual maturity of
the collateralized mortgage obligations can occur significantly
earlier than their stated maturity. The collateralized mortgage
obligations may be subject to redemption under certain
circumstances. Collateralized mortgage obligations bought at a
premium (i.e., a price in excess of principal amount) may involve
additional risk of loss of principal in the event of
unanticipated prepayments of the underlying mortgages because the
premium may not have been fully amortized at the time the
obligation is repaid.

Although payment of the principal of and interest on the
mortgage-backed certificates pledged to secure the collateralized
mortgage obligations may be guaranteed by GNMA, FHLMC or FNMA,
the collateralized mortgage obligations represent obligations
solely of the issuer and are not insured or guaranteed by GNMA,
FHLMC, FNMA or any other governmental agency, or by any other
person or entity. The issuers of collateralized mortgage
obligations typically have no significant assets other than those
pledged as collateral for the obligations.

Illiquid Securities. The Fund may invest up to 20% of
its total assets in illiquid securities. These securities
include, among others, (i) direct placements or other securities
which are subject to legal or contractual restrictions on resale
or for which there is no readily available market (e.g., trading
in the security is suspended or, in the case of unlisted
securities, market makers do not exist or will not entertain bids
or offers), including any currency swaps and any assets used to
cover currency swaps, (ii) over-the-counter options and assets
used to cover over-the-counter options, and (iii) repurchase
agreements not terminable within seven days. Securities eligible
for resale under Rule 144A under the Securities Act of 1933, as
amended, that have legal or contractual restrictions on resale
but have a readily available market are not deemed securities not

readily marketable for purposes of this limitation. The Adviser
will monitor such securities and in reaching decisions concerning
their marketability will consider, among other things, the
following factors: (i) the frequency of trades and quotes for the
security; (ii) the number of dealers wishing to purchase or sell
the security and the number of other potential purchasers; (iii)
dealer undertakings to make a market in the security; (iv) the
nature of the security and the nature of the marketplace trades
(e.g., the time needed to dispose of the security, the method of
soliciting offers and the mechanics of the transfer); and (v) any
applicable SEC interpretation or position with respect to such
type of securities.

Investment Practices

In connection with the investment objective and policies
described above, the Fund may, but is not required to, utilize
various other investment strategies to earn income, facilitate
portfolio management and mitigate risk. Such strategies are
generally accepted by portfolio managers and are regularly
utilized by many investment companies and other institutional
investors. These investment strategies entail risks. Although the
Adviser believes that these investment strategies may further the
Fund's investment objective, no assurance can be given that they
will achieve this result.

Options on U.S. and Foreign Government Securities. In
an effort to increase current income and to reduce fluctuations
in NAV, the Fund may write covered put and call options and
purchase put and call options on U.S. and Foreign Government
Securities that are traded on United States and foreign exchanges
and over-the-counter. The Fund may also write call options for
cross-hedging purposes. There are no specific limitations on the
Fund's writing and purchasing of options.

A put option gives the purchaser of such option, upon
payment of a premium, the right to deliver a specified amount of
a security to the writer of the option on or before a fixed date
at a predetermined price. A call option gives the purchaser of
the option, upon payment of a premium, the right to call upon the
writer to deliver a specified amount of a security on or before a
fixed date at a predetermined price. A call option written by
the Fund is "covered" if the Fund owns the underlying security
covered by the call or has an absolute and immediate right to
acquire that security without additional cash consideration (or
for additional cash consideration held in a segregated account by
its Custodian) upon conversion or exchange of other securities
held in its portfolio. A call option is also covered if the Fund
holds a call on the same security in the same principal amount as
the call written and the exercise price of the call held (a) is
equal to or less than the exercise price of the call or (b) is

greater than the exercise price of the call written and the
difference is maintained by the Fund in cash and liquid high-
grade debt securities in a segregated account with its Custodian.
A put option written by the Fund is "covered" if the Fund
maintains cash not available for investment or liquid high-grade
debt securities with a value equal to the exercise price in a
segregated account with its Custodian, or else holds a put on the
same security in the same principal amount as the put written and
the exercise price of the put held is equal to or greater than
the exercise price of the put written. The premium paid by the
purchaser of an option reflects, among other things, the
relationship of the exercise price to the market price and
volatility of the underlying security, the remaining term of the
option, supply and demand and interest rates.

A call option is written for cross-hedging purposes if
the Fund does not own the underlying security but seeks to
provide a hedge against a decline in value in another security
which the Fund owns or has the right to acquire. In such
circumstances, the Fund collateralizes the option by maintaining
in a segregated account with its Custodian cash or U.S.
Government Securities in an amount not less than the market value
of the underlying security, marked to market daily. The Fund
would write a call option for cross-hedging purposes, instead of
writing a covered call option, when the premium to be received
from the cross-hedge transaction would exceed that which would be
received from writing a covered call option, while at the same
time achieving the desired hedge.

In purchasing a call option, the Fund would be in a
position to realize a gain if, during the option period, the
price of the underlying security increased by an amount in excess
of the premium paid. It would realize a loss if the price of the
underlying security declined or remained the same or did not
increase during the period by at least the amount of the premium.
In purchasing a put option, the Fund would be in a position to
realize a gain if, during the option period, the price of the
underlying security declined by an amount in excess of the
premium paid. It would realize a loss if the price of the
underlying security increased or remained the same or did not
decrease during that period by at least the amount of the
premium. If a put or call option purchased by the Fund were
permitted to expire without being sold or exercised, its premium
would be lost by the Fund.

If a put option written by the Fund were exercised the
Fund would be obligated to purchase the underlying security at
the exercise price. If a call option written by the Fund were
exercised the Fund would be obligated to sell the underlying
security at the exercise price. The risk involved in writing a
put option is that there could be a decrease in the market value

of the underlying security. If this occurred, the option could be
exercised and the underlying security would then be sold by the
option holder to the Fund at a higher price than its current
market value. The risk involved in writing a call option is that
there could be an increase in the market value of the underlying
security. If this occurred, the option could be exercised and the
underlying security would then be sold by the Fund at a lower
price than its current market value. These risks could be reduced
by entering into a closing transaction as described in Appendix C
to the SAI.

The Fund may purchase or write options on securities of
the types in which it is permitted to invest in privately
negotiated transactions. The Fund will effect such transactions
only with investment dealers and other financial institutions
(such as commercial banks or savings and loan institutions)
deemed creditworthy by the Adviser, and the Adviser has adopted
procedures for monitoring the creditworthiness of such entities.
Options purchased or written by the Fund in negotiated
transactions are illiquid and it may not be possible for the Fund
to effect a closing transaction at a time when the Adviser
believes it would be advantageous to do so. The Fund retains the
premium received from writing a put or call option whether or not
the option is exercised. See Appendix C to the SAI for a further
discussion of the use, risks and costs of option trading.

Futures Contracts and Options on Futures Contracts. The
Fund may enter into contracts for the purchase or sale for future
delivery of U.S. and Foreign Government Securities, or contracts
based on financial indices including any index of U.S. and
Foreign Government Securities ("futures contracts") and may
purchase and write put and call options to buy or sell futures
contracts ("options on futures contracts"). A "sale" of a futures
contract means the acquisition of a contractual obligation to
deliver the securities called for by the contract at a specified
price on a specified date. A "purchase" of a futures contract
means the incurring of a contractual obligation to acquire the
securities called for by the contract at a specified price on a
specified date. The purchaser of a futures contract on an index
agrees to take or make delivery of an amount of cash equal to the
difference between a specified dollar multiple of the value of
the index on the expiration date of the contract ("current
contract value") and the price at which the contract was
originally struck. No physical delivery of the fixed-income
securities underlying the index is made. Options on futures
contracts to be written or purchased by the Fund will be traded
on U.S. exchanges or over-the-counter. These investment
techniques are used only to hedge against anticipated future
changes in market conditions and interest rates which otherwise
might either adversely affect the value of the Fund's portfolio
securities or adversely affect the prices of securities which the

Fund intends to purchase at a later date. See Appendix C to the
SAI for further discussion of the use, risks and costs of futures
contracts and options on futures contracts.

The Fund's Board of Directors has adopted the
requirement that futures contracts and options on futures
contracts only be used as a hedge and not for speculation. In
addition to this requirement, the Board of Directors has also
adopted two percentage restrictions on the use of futures
contracts. The first restriction is that the Fund will not enter
into any futures contracts or options on futures contracts if
immediately thereafter the aggregate amount of initial margin
deposits on all the futures contracts of the Fund and premiums
paid on options on futures contracts would exceed 5% of the
market value of the total assets of the Fund. The second
restriction is that the aggregate market value of the futures
contracts purchased by the Fund not exceed 50% of the market
value of the total assets of the Fund. Neither of these
restrictions will be changed by the Board of Directors without
considering the policies and concerns of the various applicable
federal and state regulatory agencies.

Options On Foreign Currencies. The Fund may purchase
and write put and call options on foreign currencies for the
purpose of protecting against declines in the U.S. dollar value
of foreign currency denominated portfolio securities and against
increases in the U.S. dollar cost of such securities to be
acquired. As in the case of other kinds of options, however, the
writing of an option on a foreign currency will constitute only a
partial hedge, up to the amount of the premium received, and the
Fund could be required to purchase or sell foreign currencies at
disadvantageous exchange rates, thereby incurring losses. The
purchase of an option on a foreign currency may constitute an
effective hedge against fluctuations in exchange rates although,
in the event of rate movements adverse to the Fund's position, it
may forfeit the entire amount of the premium plus related
transaction costs. Options on foreign currencies to be written or
purchased by the Fund will be traded on U.S. and foreign
exchanges or over-the-counter. There is no specific percentage
limitation on the Fund's investments in options on foreign
currencies. See Appendix C to the SAI for further discussion of
the use, risks and costs of options on foreign currencies.

Forward Foreign Currency Exchange Contracts. The Fund
may purchase or sell forward foreign currency exchange contracts
("forward contracts") to attempt to minimize the risk to the Fund
from adverse changes in the relationship between the U.S. dollar
and foreign currencies. A forward contract is an obligation to
purchase or sell a specific currency for an agreed price at a
future date which is individually negotiated and privately traded
by currency traders and their customers. The Fund may enter into

a forward contract, for example, when it enters into a contract
for the purchase or sale of a security denominated in a foreign
currency in order to "lock in" the U.S. dollar price of the
security ("transaction hedge"). Additionally, for example, when
the Fund believes that a foreign currency may suffer a
substantial decline against the U.S. dollar, it may enter into a
forward sale contract to sell an amount of that foreign currency
approximating the value of some or all of the Fund's portfolio
securities denominated in such foreign currency, or when the Fund
believes that the U.S. dollar may suffer a substantial decline
against a foreign currency, it may enter into a forward purchase
contract to buy that foreign currency for a fixed dollar amount
("position hedge"). The Fund's Custodian will place cash not
available for investment or U.S. Government Securities in a
segregated account of the Fund having a value equal to the
aggregate amount of the Fund's commitments under forward
contracts entered into with respect to position hedges. If the
value of the securities placed in the segregated account
declines, additional cash or U.S. Government Securities will be
placed in the account on a daily basis so that the value of the
account will equal the amount of the Fund's commitments with
respect to such contracts. As an alternative to maintaining all
or part of the segregated account, the Fund may purchase a call
option permitting the Fund to purchase the amount of foreign
currency being hedged by a forward sale contract at a price no
higher than the forward contract price or the Fund may purchase a
put option permitting the Fund to sell the amount of foreign
currency subject to a forward purchase contract at a price as
high or higher than the forward contract price. While these
contracts are not presently regulated by the Commodity Futures
Trading Commission ("CFTC"), the CFTC may in the future assert
authority to regulate forward contracts. In such event, the
Fund's ability to utilize forward contracts in the manner set
forth above may be restricted. Forward contracts reduce the
potential gain from a positive change in the relationship between
the U.S. dollar and foreign currencies. Unanticipated changes in
currency prices may result in poorer overall performance for the
Fund than if it had not entered into such contracts.

Lending of Portfolio Securities. In order to increase
income, the Fund may from time to time lend securities from its
portfolio to brokers, dealers and financial institutions and
receive collateral in the form of cash or U.S. Government
Securities. Under the Fund's procedures, collateral for such
loans must be maintained at all times in an amount equal to at
least 100% of the current market value of the loaned securities
(including interest accrued on the loaned securities). The
interest accruing on the loaned securities will be paid to the
Fund and the Fund will have the right, on demand, to call back
the loaned securities. The risks in lending portfolio securities,
as with other extensions of credit, consist of possible loss of

rights in the collateral should the borrower fail financially. In
determining whether to lend securities to a particular borrower,
the Fund's Adviser (subject to review by the Board of Directors)
will consider all relevant facts and circumstances, including the
creditworthiness of the borrower. While securities are on loan,
the borrower will pay the Fund any income earned thereon and the
Fund may invest any cash collateral in portfolio securities,
thereby earning additional income, or receive an agreed upon
amount of income from a borrower who has delivered equivalent
collateral. The Fund may pay fees to arrange the loans. The Fund
will not lend portfolio securities in excess of 30% of the value
of its total assets nor lend its portfolio securities to any
officer, director, employee or affiliate of the Fund or the
Adviser.

Forward Commitments. The Fund may enter into forward
commitments for the purchase or sale of securities. Such
transactions may include purchases on a "when-issued" basis or
purchases or sales on a "delayed delivery" basis. In some cases,
a forward commitment may be conditioned upon the occurrence of a
subsequent event, such as approval of a proposed financing by
appropriate municipal authorities, i.e., a "when, as and if
issued" trade.

When forward commitment transactions are negotiated, the
price, which is generally expressed in yield terms, is fixed at
the time the commitment is made, but delivery and payment for the
securities take place at a later date. Normally, the settlement
date occurs within two months after the transaction, but delayed
settlements beyond two months may be negotiated. Securities
purchased or sold under a forward commitment are subject to
market fluctuation, and no interest accrues to the purchaser
prior to the settlement date. At the time the Fund enters into a
forward commitment, it will record the transaction and thereafter
reflect the value of the security purchased or, if a sale, the
proceeds to be received, in determining its NAV. Any unrealized
appreciation or depreciation reflected in such valuation of a
"when, as and if issued" security would be cancelled in the event
that the required condition did not occur and the trade was
cancelled.

The use of forward commitments enables the Fund to
protect against anticipated changes in interest rates and prices.
For instance, in periods of rising interest rates and falling
bond prices, the Fund might sell securities in its portfolio on a
forward commitment basis to limit its exposure to falling prices.
In periods of falling interest rates and rising bond prices, the
Fund might sell a security in its portfolio and purchase the same
or a similar security on a when-issued or forward commitment
basis, thereby obtaining the benefit of currently higher cash
yields. However, if the Fund's Adviser were to forecast

incorrectly the direction of interest rate movements, the Fund
might be required to complete such when-issued or forward
transactions at prices inferior to then current market values. No
forward commitments will be made by the Fund if, as a result, the
Fund's aggregate commitments under such transactions would be
more than 30% of the then current value of the Fund's total
assets.

The Fund's right to receive or deliver a security under
a forward commitment may be sold prior to the settlement date,
but the Fund enters into forward commitments only with the
intention of actually receiving or delivering the securities, as
the case may be. To facilitate such transactions, the Fund's
Custodian will maintain, in a segregated account of the Fund,
cash or liquid high-grade debt securities having value equal to,
or greater than, any commitments to purchase securities on a
forward commitment basis and, with respect to forward commitments
to sell portfolio securities of the Fund, the portfolio
securities themselves. If the Fund, however, chooses to dispose
of the right to receive or deliver a security subject to a
forward commitment prior to the settlement date of the
transaction, it can incur a gain or loss. In the event the other
party to a forward commitment transaction were to default, the
Fund might lose the opportunity to invest money at favorable
rates or to dispose of securities at favorable prices.

General Information Regarding Futures, Options and
Forward Contracts. The successful use of the foregoing investment
practices draws upon the Adviser's special skill and experience
with respect to such instruments and usually depends on the
Adviser's ability to forecast interest and exchange rate
movements correctly. Should interest or exchange rates move in an
unexpected manner, the Fund may not achieve the anticipated
benefits of futures contracts, options or forward commitment
contracts or may realize losses and thus be in a worse position
than if such strategies had not been used. Unlike many exchange-
traded futures contracts and options on futures contracts, there
are no daily price fluctuation limits with respect to forward
contracts, and adverse market movements could therefore continue
to an unlimited extent over a period of time. In addition, the
correlation between movements in the prices of such instruments
and movements in the price of the securities hedged or used for
cover will not be perfect and could produce unanticipated losses.

The Fund's ability to dispose of its positions in
futures contracts, options and forward contracts will depend on
the availability of liquid markets in such instruments. It is
impossible to predict the amount of trading interest that may
exist in various types of futures contracts, options and forward
contracts. If a secondary market does not exist with respect to
an option purchased or written by the Fund over-the-counter, it

might not be possible to effect a closing transaction in the
option (i.e., dispose of the option) with the result that (i) an
option purchased by the Fund would have to be exercised in order
for the Fund to realize any profit and (ii) the Fund may not be
able to sell portfolio securities covering an option written by
the Fund until the option expires or it delivers the underlying
security or futures contract upon exercise. Therefore, no
assurance can be given that the Fund will be able to utilize
these instruments effectively for the purposes set forth above.
Furthermore, the Fund's ability to engage in options and futures
transactions may be limited by tax considerations. See
"Taxation" in the SAI.

Reverse Repurchase Agreements. Reverse repurchase
agreements involve sales by the Fund of portfolio assets
concurrently with an agreement by the Fund to repurchase the same
assets at a later date at a fixed price. During the reverse
repurchase agreement period, the Fund continues to receive
principal and interest payments on these securities. Generally,
the effect of such a transaction is that the Fund can recover all
or most of the cash invested in the portfolio securities involved
during the term of the reverse repurchase agreement, while it
will be able to keep the interest income associated with those
portfolio securities. Such transactions are advantageous only if
the interest cost to the Fund of the reverse repurchase
transaction is less than the cost of otherwise obtaining the
cash.

Reverse repurchase agreements involve the risk that the
market value of the securities the Fund is obligated to
repurchase under the agreement may decline below the repurchase
price. In the event the buyer of securities under a reverse
repurchase agreement files for bankruptcy or becomes insolvent,
the Fund's use of the proceeds of the agreement may be restricted
pending a determination by the other party, or its trustee or
receiver, whether to enforce the Fund's obligation to repurchase
the securities.

Short Sales. The Fund may make short sales of securities
or maintain a short position, provided that at all times when a
short position is open the Fund owns an equal amount of such
securities of the same issue as, and equal in amount to, the
securities sold short. In addition, the Fund may not make a short
sale if more than 10% of the Fund's net assets (taken at market
value) is held as collateral for short sales at any one time. If
the price of the security sold short increases between the time
of the short sale and the time the Fund replaces the borrowed
security, the Fund will incur a loss; conversely, if the price
declines, the Fund will realize a capital gain. Although the
Fund's gain is limited to the price at which it sold the security
short, its potential loss is unlimited. See "Investment

Restrictions" in the SAI. Certain special federal income tax
considerations may apply to short sales which are entered into by
the Fund. See "Taxation" in the SAI.

Future Developments. The Fund may, following written
notice to its stockholders, take advantage of other investment
practices which are not at present contemplated for use by the
Fund or which currently are not available but which may be
developed, to the extent such investment practices are both
consistent with the Fund's investment objective and legally
permissible for the Fund. Such investment practices, if they
arise, may involve risks that exceed those involved in the
activities described above.

Portfolio Turnover

The portfolio turnover rate for the Fund is included in
the Financial Highlights section. The Fund is actively managed
and, in some cases in response to market conditions, the Fund's
portfolio turnover may exceed 500%. A higher rate of portfolio
turnover increases brokerage and other expenses, which must be
borne by the Fund and its stockholders. High portfolio turnover
also may result in realization of substantial net short-term
capital gains, which, when distributed, are taxable to
stockholders as ordinary income.

The Fund's portfolio turnover rates for the fiscal years
ended 2000 and 1999 were 538% and 368%, respectively.

RISK FACTORS AND SPECIAL CONSIDERATIONS

Please consider carefully the matters set forth below.
You should read the entire Prospectus and the SAI before you
decide whether to exercise your rights.

Dilution and the Effect of Non-Participation in the Offer

If you do not exercise all your rights, when the offer
is over you will own a smaller proportional interest in the Fund.
In addition, whether or not you exercise your rights, the per
share NAV of your shares will be diluted (reduced) immediately as
a result of the offer because:

- the shares offered will be sold at less than their
then current NAV;

- you will indirectly bear the expenses of the offer;
and

- the number of shares outstanding after the offer
will have increased proportionately more than the
increase in the size of the net assets.

This dilution may be substantial and will increase
if the share price declines in relation to the NAV
as shown by the following examples:

Scenario 1: Shares trade above per share NAV (premium) (1)

Share Price........................................... $9.00
NAV................................................... $8.91
Subscription Price (95% of NAV)....................... $8.46
Reduction in NAV ($) (2).............................. $0.20
Reduction in NAV (%).................................. 2.20%

Scenario 2: Shares trade below per share NAV at the time the
offer expires (discount) (1)

5-day Average Share Price (3)......................... $8.33
NAV................................................... $8.91
Subscription Price (95% of 5-day
average share price)................................ $7.91
Reduction in NAV ($) (4).............................. $0.33
Reduction in NAV (%).................................. 3.69%
_______________

(1) Both examples assume full primary and over-subscription
privilege exercised. Actual amounts may vary due to
rounding.

(2) Assumes $18,454,584 in estimated offering expenses
(including sales load).

(3) The expiration date and the four preceding business days.

(4) Assumes $17,320,151 in estimated offering expenses
(including sales load).

You will incur a greater dilution in NAV per share if
you do not exercise your rights than if you do.

Borrowing

The Fund may, if and when market conditions dictate,
borrow, including on a secured basis, from banks or other
entities in privately arranged transactions to increase the money
available to the Fund to invest in securities when the Fund
believes that the income from the securities financed will be
greater than the interest expense paid on the borrowing.
Currently, the Fund has an outstanding credit facility for a

commercial paper asset securitization program in the amount of
$300,000,000. Under the program, the lender, Barton Capital
Corporation, will fund advances to the Fund through the issuance
of commercial paper rated A-1+ by S&P and P-1 by Moody's. The
collateral value must be at least 171% of outstanding borrowings.
The borrowings under the program are secured by a pledge of the
Fund's portfolio securities as collateral. The interest rate on
the Fund's borrowings is based on the interest rate carried by
the commercial paper. The weighted average annualized interest
rate for the six months ended June 30, 2001 was 5.54% and the
average borrowing was $300,000,000. At June 30, 2001, the
interest rate in effect was 3.93% and the amount of borrowings
outstanding was $300,000,000.

The Advisor anticipates that the amount of the credit
facility would be increased upon completion of the offer. Such
borrowings involve additional risk to the Fund, since the
interest expense may be greater than the income from or
appreciation of the securities carried by the borrowings and
since the value of the securities carried may decline below the
amount borrowed. The Fund may also borrow to finance repurchases
of or tender offers for its shares when the Fund deems it
desirable in order to avoid the untimely disposition of portfolio
securities. The Fund reserves the right to issue commercial
paper, bonds, debentures or notes, in series or otherwise, with
such interest rates, conversion rights and other terms and
provisions as are determined by the Fund's Board of Directors.

The Fund may borrow to the maximum extent permitted
under the 1940 Act. The 1940 Act requires the Fund to maintain
"asset coverage" of not less than 300% of its "senior securities
representing indebtedness," as those terms are defined and used
in the 1940 Act. In addition, the Fund may not make any cash
distributions to its stockholders if, after the distribution,
there would be less than 300% asset coverage of a senior security
representing indebtedness for borrowings (excluding for this
purpose certain evidences of indebtedness made by a bank or other
entity and privately arranged, and not intended to be publicly
distributed). See "Investment Restrictions" in the SAI. This
limitation on the Fund's ability to make distributions could
under certain circumstances impair the Fund's ability to maintain
its qualification as a regulated investment company for federal
income tax purposes and could subject the Fund to corporate
federal income taxes for the year or years in which it fails to
so qualify. See "Taxation" in the SAI.

The Fund may also borrow for temporary purposes in an
amount not exceeding 5% of the value of the total assets of the
Fund. Such borrowings are not subject to the asset coverage
restrictions set forth in the preceding paragraph. See
"Investment Restrictions" in the SAI.

Any investment gains made with the proceeds obtained
from borrowings in excess of interest paid on the borrowings will
cause the net income per share or the NAV per share of the Fund's
Common Stock to be greater than would otherwise be the case. On
the other hand, if the investment performance of the additional
securities purchased fails to cover their cost (including any
interest paid on the money borrowed) to the Fund, then the net
income per share or NAV per share of the Fund's Common Stock will
be less than would otherwise be the case. This is the
speculative factor known as "leverage."

Effects of Leverage

The Fund has an outstanding credit facility in the
amount of $300,000,000, which as of October 31, 2001 represented
14.40% of the Fund's total assets, for the purpose of utilizing
investment leverage. In addition, the Fund may enter into
reverse repurchase agreements. Utilization of leverage, which is
usually considered speculative, involves certain risks to
stockholders. These include a higher volatility of the NAV of the
Common Stock, potentially more volatility in the market value of
the Common Stock and the relatively greater effect on the NAV of
the Common Stock caused by favorable or adverse changes in
currency exchange rates. In addition, fluctuations in the
interest rates on the Fund's indebtedness will affect the return
to stockholders, with increases in such rates decreasing such
return. So long as the Fund is able to realize a higher net
return on the leveraged portion of its investment portfolio than
the then current interest rate on the indebtedness, the effect of
leverage will be to cause stockholders to realize higher current
net investment income than if the Fund were not leveraged.
Currently, the Fund's portfolio must experience an annual return
of .47% in order to cover the current average annual rate of
interest on the indebtedness and the interest cost of reverse
repurchase agreements of 1.70%. The following table may assist
the investor in understanding the effects of leverage by
illustrating the effect of leverage on return to a stockholder.
The figures appearing in the table are hypothetical and actual
returns may be greater or less than those appearing in the table.

Assumed Return on
Portfolio
(Net of Expenses) -10% -5% 0% 5% 10%

Corresponding Return
to Common Stockholder -15.08% -7.77% -.47% 6.83% 14.14%

To the extent that the current interest rate on the
Fund's indebtedness approaches the net return on the leveraged
portion of the Fund's investment portfolio, the benefit of
leverage to stockholders will be reduced, and if the current

interest rate on the indebtedness were to exceed the net return
on such portion of the Fund's portfolio, the Fund's leveraged
capital structure would result in a lower rate of return to
stockholders and in a lower NAV than if the Fund were not
leveraged. Similarly, the effect of leverage in a declining
market would be a greater decrease in the Fund's NAV than if the
Fund were not leveraged, which would likely be reflected in a
greater decline in the market price for shares of Common Stock
than if the Fund were not leveraged. In an extreme case, if the
Fund's current investment income were not sufficient to meet
interest requirements on the indebtedness or if the Fund failed
to maintain the asset coverage required by the 1940 Act, it could
be necessary for the Fund to liquidate certain of its investments
at a time when it may be disadvantageous to do so, thereby
reducing its NAV.

Investments in Foreign Government Securities

Investing in Foreign Government Securities involves
considerations and possible risks not typically associated with
investing in U.S. Government Securities. The value of Foreign
Government Securities investments will be affected by changes in
currency rates or exchange control regulations, application of
foreign tax laws, including withholding taxes, changes in
governmental administration or economic or monetary policy (in
this country or abroad) or changed circumstances in dealings
between nations. Costs will be incurred in connection with
conversions between various currencies. Foreign brokerage
commissions are generally higher than in the United States, and
foreign securities markets may be less liquid, more volatile and
less subject to governmental supervision than in the United
States. Investments in foreign countries could be affected by
other factors not present in the United States, including
expropriation, confiscatory taxation, lack of uniform accounting
and auditing standards, and potential difficulties in enforcing
contractual obligations, and could be subject to extended
settlement periods.

Investments in Lower-Rated Securities

Securities rated below investment grade ("lower-rated
securities"), i.e., Ba and lower by Moody's or BB and lower by
S&P, or, if not rated, determined by the Adviser to be of
equivalent quality, are subject to greater risk of loss of
principal and interest than higher-rated securities and are
considered to be predominantly speculative with respect to the
issuer's capacity to pay interest and repay principal, which may
in any case decline during sustained periods of deteriorating
economic conditions or rising interest rates. They are also
generally considered to be subject to greater market risk than
higher-rated securities in times of deteriorating economic

conditions. In addition, lower-rated securities may be more
susceptible to real or perceived adverse economic conditions than
investment grade securities, although the market values of
securities rated below investment grade and comparable unrated
securities tend to react less to fluctuations in interest rate
levels than do those of higher-rated securities. Securities rated
Ba by Moody's or BB by S&P are judged to have speculative
characteristics or to be predominantly speculative with respect
to the issuer's ability to pay interest and repay principal.
Securities rated B by Moody's and S&P are judged to have highly
speculative characteristics or to be predominantly speculative.
Such securities may have small assurance of interest and
principal payments.

The market for lower-rated securities may be thinner and
less active than that for higher-rated securities, which can
adversely affect the prices at which these securities can be
sold. To the extent that there is no established secondary market
for lower-rated securities, the Fund may experience difficulty in
valuing such securities and, in turn, the Fund's assets.

The Adviser will try to reduce the risk inherent in
investment in lower-rated securities through credit analysis,
diversification and attention to current developments and trends
in interest rates and economic and political conditions. However,
there can be no assurance that losses will not occur. Since the
risk of default is higher for lower-rated securities, the
Adviser's research and credit analysis is a correspondingly more
important aspect of its program for managing the Fund's
securities than would be the case if the Fund did not invest in
lower-rated securities.

In seeking to achieve the Fund's investment objective,
there will be times, such as during periods of rising interest
rates, when depreciation and realization of capital losses on
securities in the Fund's portfolio will be unavoidable.
Moreover, medium- and lower-rated securities and non-rated
securities of comparable quality may be subject to wider
fluctuations in yield and market values than higher-rated
securities under certain market conditions. Such fluctuations
after a security is acquired do not affect the cash income
received from that security but are reflected in the NAV of the
Fund.

Ratings of securities by Moody's and S&P are a generally
accepted barometer of credit risk. They are, however, subject to
certain limitations from an investor's standpoint. The rating of
a security is heavily weighted by past developments and does not
necessarily reflect probable future conditions. There is
frequently a lag between the time a rating is assigned and the
time it is updated. In addition, there may be varying degrees of

difference in the credit risk of securities within each rating
category. See Appendix B to the SAI for a description of Moody's
and S&P's ratings.

Certain lower-rated securities in which the Fund may
invest may contain call or buy-back features that permit the
issuers thereof to call or repurchase such securities. Such
securities may present risks based on prepayment expectations. If
an issuer exercises such a provision, the Fund may have to
replace the call security with a lower yielding security,
resulting in a decreased rate of return to the Fund.

Debt Securities

The NAV of the Fund's shares will change as the general
levels of interest rates fluctuate. When interest rates decline,
the value of a portfolio primarily invested in debt securities
can be expected to rise. Conversely, when interest rates rise,
the value of a portfolio primarily invested in debt securities
can be expected to decline. Certain debt securities in which the
Fund may invest are floating-rate debt securities. To the extent
that the Fund does not enter into interest rate swaps with
respect to such floating-rate debt securities, the Fund may be
subject to greater risk during periods of declining interest
rates.

Mortgage-Related Securities

Unlike traditional debt securities, which have fixed
maturity dates, mortgage-related securities may be paid earlier
than expected as a result of prepayments of underlying mortgages.
Such prepayments generally occur during periods of falling
mortgage interest rates. If property owners make unscheduled
prepayments of their mortgage loans, these prepayments will
result in the early payment of the applicable mortgage-related
securities. In that event, the Fund may be unable to invest the
proceeds from the early payment of the mortgage-related
securities in investments that provide as high a yield as the
mortgage-related securities. Early payments associated with
mortgage-related securities cause these securities to experience
significantly greater price and yield volatility than is
experienced by traditional fixed-income securities. The
occurrence of mortgage prepayments is affected by the level of
general interest rates, general economic conditions and other
social and demographic factors. During periods of falling
interest rates, the rate of mortgage prepayments tends to
increase thereby tending to decrease the life of mortgage-related
securities. Conversely, during periods of rising interest rates,
a reduction in prepayments may increase the effective life of
mortgage-related securities, subjecting them to greater risk of
decline in market value in response to rising interest rates. If

the life of a mortgage-related security is inaccurately
predicted, the Fund may not be able to realize the rate of return
it expected.

Fund Shares May Trade at a Discount to NAV

Shares of closed-end investment companies frequently
trade at a discount to NAV. This characteristic of shares of a
closed-end fund is a risk separate and distinct from the risk
that its NAV may decrease. Since the commencement of operations,
the shares have traded in the market both at a premium and at a
discount to NAV. See "Common Stock." The risk of purchasing
shares of a closed-end fund that might trade at a discount is
more pronounced for investors who wish to sell their shares in a
relatively short period of time. For those investors,
realization of a gain or loss on their investments is likely to
be more dependent upon the existence of a premium or discount
than upon portfolio performance.

MANAGEMENT OF THE FUND

Investment Adviser

The Fund's investment adviser is Alliance Capital
Management L.P., 1345 Avenue of the Americas, New York, New York
10105. The Adviser is a leading global investment management
firm supervising client accounts with assets as of October 31,
2001 totaling approximately $438 billion. The Adviser provides
diversified investment management and related services globally
to a broad range of clients including institutional investors
such as corporate and public employee pension funds, endowment
funds, domestic and foreign institutions and governments and
affiliates, private clients, consisting of high net worth
individuals, trusts and estates, charitable foundations,
partnerships, private and family corporations and other entities,
individual investors by means of retail mutual funds sponsored by
the Adviser, and institutional investors by means of in-depth
research, portfolio strategy, trading and brokerage-related
services.

Alliance Capital Management Corporation is the general
partner of the Adviser and an indirect wholly-owned subsidiary of
AXA Financial, Inc. ("AXA Financial"). As of September 30, 2001,
AXA, its wholly-owned subsidiaries, AXA Financial and The
Equitable Life Assurance Society of the United States
("Equitable") and some subsidiaries of Equitable (other than the
Adviser, and its subsidiaries) were the beneficial owners of
approximately 51.7% of the issued and outstanding units of the
Adviser, and approximately 2.1% of the issued and outstanding
units of Alliance Capital Management Holding L.P. ("Alliance
Holding"). Alliance Holding is an entity the business of which

consists of holding units of the Adviser and engaging in related
activities. As of September 30, 2001, SCB Partners Inc., a
wholly-owned subsidiary of SCB Inc., was the owner of
approximately 16.4% of the issued and outstanding units of the
Adviser. The business and assets of SCB Inc., formerly known as
Sanford C. Bernstein, Inc., were acquired by the Adviser on
October 2, 2000.

As of September 30, 2001 AXA and its subsidiaries owned
all of the issued and outstanding shares of the common stock of
AXA Financial. AXA Financial owns all of the issued and
outstanding shares of Equitable. For insurance regulatory
purposes all shares of common stock of AXA Financial beneficially
owned by AXA and its affiliates have been deposited into a voting
trust.

AXA, a French company, is the holding company for an
international group of insurance and related financial services
companies. AXA's insurance operations include activities in life
insurance, property and casualty insurance and reinsurance. The
insurance operations are diverse geographically with activities
principally in Western Europe, North America, the Asia/Pacific
area, and, to a lesser extent, in Africa and South America. AXA
is also engaged in asset management, real estate and other
financial services activities principally in the United States,
as well as in Western Europe and the Asia/Pacific area.

Directors and Officers

The business and affairs of the Fund are managed under
the direction of its Board of Directors, and day to day
operations are conducted through or under the direction of its
officers. For information regarding the directors and officers,
see "Management of the Fund--Directors and Officers" in the SAI.

Portfolio Management

Wayne D. Lyski is primarily responsible for the day-to-
day management of the Fund's portfolio, and he has served in this
capacity since the Fund's inception in 1987. Since prior to
1996, he has been Executive Vice President of Alliance Capital
Management Corporation with which he has been associated since
1983.

Legal Proceedings

On April 25, 2001, an amended class action complaint
entitled Miller et al. v. Mitchell Hutchins Asset Management,
Inc. et al. (the "amended Miller complaint"), was filed in
federal district court in the Southern District of Illinois
against the Adviser, Alliance Fund Distributors, Inc. ("AFD") and

other defendants alleging violations of the 1940 Act and breaches
of common law fiduciary duty.

The allegations in the amended Miller complaint concern
six mutual funds with which the Adviser has investment advisory
agreements, including Alliance Premier Growth Fund, Alliance
Health Care Fund, Alliance Growth Fund, The Alliance Quasar Fund,
Alliance Fund and Alliance Disciplined Value Fund. The principal
allegations of the amended complaint are that (i) certain
advisory agreements concerning these funds were negotiated,
approved and executed in violation of the 1940 Act, in particular
because certain directors of these funds should be deemed
interested under the 1940 Act, (ii) the distribution plans for
these funds were negotiated, approved and executed in violation
of the 1940 Act, and (iii) the advisory fees and distribution
fees paid to the Adviser and AFD, respectively, are excessive
and, therefore, constitute a breach of fiduciary duty.

The Adviser and AFD believe that the plaintiffs'
allegations are without merit and intend to vigorously defend
against these allegations. At the present time, management of
the Adviser and AFD are unable to estimate the impact, if any,
that the outcome of this action may have on the Adviser's results
of operations or financial condition.

Administrator

The Administrator for the Fund is Brinson Advisors, Inc.
(formerly Mitchell Hutchins Asset Management Inc.), a Delaware
corporation with principal offices at 51 West 52nd Street, New
York, New York 10019. The Administrator is an indirect wholly
owned subsidiary of UBS AG, and UBS Warburg LLC, one of the
Dealer Managers, is a wholly owned subsidiary of UBS AG. In
connection with its responsibilities as Administrator and in
consideration of its administrative fee, the Administrator
performs standard administrative services for the Fund. For a
description of such services, see "Management of the Fund-
-Administrator" in the SAI. Because of the services rendered to
the Fund by the Administrator and the Adviser, the Fund itself
requires no employees other than its officers, none of whom
receives compensation from the Fund, and all of whom are employed
by the Adviser or the Administrator.

TAXATION

The Fund has elected to be taxed and intends to continue
to qualify as a regulated investment company under the Code. The
Fund therefore intends to distribute all of its net investment
income and net capital gain each year (thereby avoiding all
federal income and excise taxes). Such distributions will be
taxable as ordinary income and long-term capital gains,

respectively, to stockholders of the Fund who are subject to tax.
Stockholders who are exempt from federal income taxation on their
income will not be required to pay tax on amounts distributed to
them. After the end of each taxable year, the Fund will notify
stockholders of the amount of net investment income and net
capital gain of the Fund and the federal income tax status of any
distributions made by the Fund during such year.

DISTRIBUTIONS

The Fund intends to distribute its net investment income
monthly, except for net short-term capital gains, if any, which
will normally be distributed annually. Net long-term capital
gains, if any, will normally be distributed annually. For
information concerning the tax treatment of such distributions to
the Fund and to stockholders, see "Taxation" in the SAI.

DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

Stockholders whose shares are registered in their own
names may elect to be participants in the Dividend Reinvestment
and Cash Purchase Plan (the "Plan"), pursuant to which dividends
and capital gain distributions to stockholders will be paid or
reinvested in additional shares of the Fund (the "Dividend
Shares"). State Street Bank and Trust Company (the "Agent") will
act as Agent for participants under the Plan. Stockholders whose
shares are held in the name of a broker or nominee should contact
such broker or nominee to determine whether or how they may
participate in the Plan.

Stockholders who do not elect to participate in the Plan
will receive all distributions in cash paid by check mailed
directly to the stockholder of record (or, if the shares are held
in street or other nominee name, then to the nominee) by State
Street Bank and Trust Company, as dividend disbursing agent.

Participation in the Plan will not relieve participants
of any income taxes that may be payable (or required to be
withheld) on dividends and distributions. The federal income tax
treatment of reinvestment is described in the SAI under
"Taxation."

A stockholder who has elected to participate in the Plan
may withdraw from the Plan at any time. There will be no penalty
for withdrawal from the Plan and stockholders who have previously
withdrawn from the Plan may rejoin it at any time. Changes in
elections must be in writing and should include the stockholder's
name and address as they appear on the stock certificate. An
election to withdraw from the Plan will, until such election is
changed, be deemed to be an election by a stockholder to take all
subsequent distributions in cash. An election will be effective

only for a distribution declared and having a record date of at
least 10 days after the date on which the election is received. A
stockholder whose shares are held in the name of a broker or
nominee should contact such broker or nominee concerning changes
in that stockholder's election.

Commencing not more than five business days before the
dividend payment date, purchases of the Fund's shares may be made
by the Agent, on behalf of the participants in the Plan, from
time to time to satisfy dividend reinvestments under the Plan.
Such purchases by the Agent on or before the dividend payment
date may be made on the NYSE or elsewhere at any time when the
price plus estimated commissions of the Fund's Common Stock on
the NYSE is lower than the Fund's most recently calculated NAV
per share.

If the Agent determines on the dividend payment date
that the shares purchased as of such date are insufficient to
satisfy the dividend reinvestment requirements, the Agent, on
behalf of the participants in the Plan, will obtain the necessary
additional shares as follows. To the extent that outstanding
shares are not available at a cost of less than per share NAV,
the Agent, on behalf of the participants in the Plan, will accept
payment of the dividend, or the remaining portion thereof, in
authorized but unissued shares of the Fund on the dividend
payment date. Such shares will be issued at a per share price
equal to the higher of (i) the NAV per share on the payment date,
or (ii) 95% of the closing market price per share on the payment
date. If the closing sale or offer price, plus estimated
commissions, of the Common Stock on the NYSE on the payment date
is less than the Fund's NAV per share on such day, then the Agent
will purchase additional outstanding shares on the NYSE or
elsewhere. If before the Agent has completed such purchases, the
market price plus commissions exceeds the NAV of a Fund share,
the average per share purchase price paid by the Agent may exceed
the NAV of the Fund's shares, resulting in the acquisition of
fewer shares than if shares had been issued by the Fund.

Participants in the Plan have the option of making
additional cash payments to the Agent, semi-annually, in any
amount of $100 or more for investment in the Fund's shares. The
Agent uses all funds received from participants to purchase Fund
shares in the open market on or about each January 15 and July
15. Participants' cash payments are also used to acquire Fund
shares under the same procedure as that used for reinvestment of
dividends and distributions. To allow ample time for receipt and
processing by the Agent, participants should send in voluntary
cash payments to be received by the Agent not later than five
business days before each January 15 and July 15. To avoid
unnecessary cash accumulations, cash payments received after that
time and cash payments received more than 30 days prior to these

dates will be returned by the Agent and interest will not be paid
on any uninvested cash payments. A participant may withdraw a
voluntary cash payment by written notice, if the notice is
received by the Agent not less than 48 hours before such payment
is to be invested.

The Agent will maintain all stockholders' accounts in
the Plan and furnish written confirmation of all transactions in
the accounts, including information needed by stockholders for
tax records. Shares in the account of each Plan participant will
be held by the Agent in non-certificated form in the name of the
participant, and each stockholder's proxy will include those
shares purchased or received pursuant to the Plan.

In the case of stockholders such as banks, brokers or
nominees which hold shares for others who are the beneficial
owners, the Agent will administer the Plan on the basis of the
number of shares certified from time to time by the record
stockholders as representing the total amount registered in the
record stockholders' name and held for the account of beneficial
owners who are to participate in the Plan.

There will be no brokerage charges with respect to
shares issued directly by the Fund to satisfy the dividend
reinvestment requirements. However, each participant will pay a
pro rata share of brokerage commissions incurred with respect to
the Agent's open market purchases of shares. In each case, the
cost per share of shares purchased for each stockholder's account
will be the average cost, including brokerage commissions, of any
shares purchased in the open market plus the cost of any shares
issued by the Fund. A participant also will pay brokerage
commissions incurred in purchases from voluntary cash payments
made by the participant. Shares will be purchased through brokers
or dealers, which may (but need not) include the Dealer Managers.

Stockholders participating in the Plan may receive
benefits not available to stockholders not participating in the
Plan. If the market price plus commissions of the Fund's shares
is above the NAV, participants in the Plan will receive shares of
the Fund at a discount of up to 5% from the current market value.
However, if the market price plus commissions is below the NAV,
participants will receive distributions in shares with a NAV
greater than the value of any cash distribution they would have
received on their shares. There may be insufficient shares
available in the market to make distributions in shares at prices
below the NAV. Also, since the Fund does not redeem its shares,
the price on resale may be more or less than the NAV.

In the case of foreign participants whose dividends are
subject to U.S. income tax withholding and in the case of any
participants subject to federal backup withholding, the Agent

will reinvest dividends after deduction of the amount required to
be withheld.

Experience under the Plan may indicate that changes are
desirable. Accordingly, the Fund reserves the right to amend or
terminate the Plan as applied to any voluntary cash payments made
and any dividend or distribution paid subsequent to written
notice of the change sent to participants in the Plan at least 90
days before the record date for such dividend or distribution.
The Plan may also be amended or terminated by the Agent on at
least 90 days' written notice to participants in the Plan. There
is no service charge to participants in the Plan; however, the
Fund reserves the right to amend the Plan to include a service
charge payable to the Agent by the participants. All
correspondence concerning the Plan should be directed to the
Agent at State Street Bank and Trust Company, P.O. Box 366,
Boston, Massachusetts 02101.

COMMON STOCK

The Fund is authorized to issue 300,000,000 shares of
Common Stock, $.01 par value per share. The Fund's shares have
no preemptive, conversion, exchange, appraisal or redemption
rights. Each share has equal voting, dividend, distribution and
liquidation rights. The shares outstanding are, and the shares
when issued upon the exercise of the Rights will be, fully paid
and nonassessable. Stockholders are entitled to one vote per
share. All voting rights for the election of Directors are
noncumulative, which means that the holders of more than 50% of
the shares of Common Stock of the Fund can elect 100% of the
Directors then nominated for election if they choose to do so
and, in such event, the holders of the remaining shares of Common
Stock will not be able to elect any Directors. Under the rules of
the NYSE applicable to listed companies, the Fund is required to
hold an annual meeting of stockholders each year. The foregoing
description and the descriptions under "--Certain Anti-Takeover
Provisions of the Charter and By-Laws" and "--Possible Future
Conversion to Open-End Investment Company" are subject to the
provisions contained in the Fund's Charter and By-Laws.

The Fund has no present intention of offering additional
shares of Common Stock, except under the Plan and in connection
with the offer. See "Dividend Reinvestment and Cash Purchase
Plan." Other offerings of the Fund's shares of Common Stock, if
made, will require approval of its Board of Directors. Any
additional offering will be subject to the requirement of the
1940 Act that such shares may not be sold at a price below the
then current NAV, exclusive of sales load, except in connection
with an offering to existing stockholders or with the consent of
the holders of a majority of the Fund's outstanding shares of
Common Stock. In addition, the Fund expects that it would

commence a continuous offering of its shares in the event it
converted to open-end status.

Repurchase of Shares

Shares of closed-end investment companies frequently
trade at a discount from NAV, but may trade at a premium. The
Fund cannot predict whether the shares will trade at, below or
above NAV. In recognition of the possibility that the Fund's
shares might trade at a discount to NAV, the Fund's Board of
Directors has determined that it would be in the interest of
stockholders for the Fund to attempt to reduce or eliminate such
a market value discount should it exist. To that end, the Board
presently contemplates that the Fund would from time to time take
action either to repurchase in the open market or to make a
tender offer for its own shares at NAV. The Board presently
intends each quarter to consider the making of a tender offer.
The Board may at any time, however, decide that the Fund should
not make a tender offer.

Subject to the Fund's fundamental policy with respect to
borrowings, the Fund may incur debt to finance repurchases and/or
tender offers. See "Risk Factors and Special Considerations- --
Borrowing" above and "Investment Restrictions" in the SAI.
Interest on any such borrowing will reduce the Fund's net income.

Any tender offer made by the Fund will be at a price
equal to the NAV of the shares on a date subsequent to the Fund's
receipt of all tenders. Each offer will be made and stockholders
notified in accordance with the requirements of the Securities
Exchange Act of 1934, as amended, and the 1940 Act, either by
publication or mailing or both. Each offering document will
contain such information as is prescribed by such laws and the
rules and regulations promulgated thereunder. When a tender offer
is authorized to be made by the Fund's Board of Directors, a
stockholder wishing to accept the offer will be required to
tender all (but not less than all) of the shares owned by such
stockholder (or attributed to the stockholder for federal income
tax purposes under Section 318 of the Code). The Fund will
purchase all shares tendered in accordance with the terms of the
offer unless it determines to accept none of them (based upon one
of the conditions set forth above). Each person tendering shares
will be required to submit a check in the amount of $25.00,
payable to the Fund, which will be used to help defray the costs
associated with effecting the tender offer. This $25.00 fee will
be imposed upon each tendering stockholder any of whose tendered
shares are purchased in the offer, and will be imposed regardless
of the number of shares purchased. The Fund expects the cost to
the Fund of effecting a tender offer will exceed the aggregate of
all such fees received from those who tender offer their shares.
Costs associated with the tender offer will be charged against

capital. During the period of the tender offer, the Fund's
stockholders will be able to obtain the Fund's current NAV by use
of a toll-free telephone number.

Possible Future Conversion to Open-End Investment Company

If, during any calendar year of the Fund, (i) shares of
the Fund's Common Stock have traded on the principal securities
exchange where listed at an average discount from NAV of more
than 10%, determined on the basis of the discount as of the end
of the last trading day in each week during the period of 12
calendar weeks preceding December 31 in such year, and (ii)
during such year the Fund receives written requests from the
holders of 10% or more of the Fund's outstanding shares of Common
Stock that such a proposal be submitted to the Fund's
stockholders, the Fund will submit to its stockholders at the
next succeeding annual meeting of stockholders a proposal, to the
extent consistent with the 1940 Act, to amend the Fund's Charter
to convert the Fund from a closed-end to an open-end investment
company. To be approved, the holders of 66 2/3% of the Fund's
outstanding shares of Common Stock must vote in favor of the
amendment. The 66 2/3% vote requirement is higher than the
minimum vote required under the 1940 Act. If the Fund converted
to an open-end investment company, it would be able to
continuously issue and offer for sale shares of its Common Stock
and each outstanding share of the Fund's Common Stock could be
presented to the Fund at the option of the holder thereof for
redemption at NAV per share less any redemption charge that may
be in effect. In such event, the Fund might be required to
liquidate portfolio securities to meet requests for redemption,
and its shares would no longer be listed on the NYSE.

The Fund cannot predict whether any repurchase of shares
made while the Fund is a closed-end investment company (as
described under "--Repurchase of Shares" above) would increase or
decrease the discount from NAV. To the extent that any such
repurchase decreased the discount from NAV to below 10% during
the measurement period described in (i) above, the Fund would not
be required to submit to stockholders a proposal to convert the
Fund to an open-end investment company at the next annual meeting
of stockholders.

Certain Anti-Takeover Provisions of the Charter and By-Laws

The Fund presently has provisions in its Charter, as
amended, and By-Laws (together, the "Charter Documents") that are
intended to limit (i) the ability of other entities or persons to
acquire control of the Fund, (ii) the Fund's freedom to engage in
certain transactions, and (iii) the ability of the Fund's
Directors or stockholders to amend the Charter Documents or
effect changes in the Fund's management. These provisions of the

Charter Documents may be regarded as "anti-takeover" provisions.
Commencing with the first annual meeting of the Fund's
stockholders, the Board of Directors was divided into three
classes, each having a term of three years. At each annual
meeting of stockholders, the term of one class of Directors
expires. Accordingly, only those Directors in one class may be
changed in any one year, and it would require two years to change
a majority of the Board of Directors (although under Maryland law
procedures are available for the removal of Directors even if
they are not then standing for re-election and under SEC
regulations procedures are available for including stockholder
proposals in management's annual proxy statement). The
classification of the Board of Directors may have the effect of
maintaining the continuity of management and, thus, make it more
difficult for the Fund's stockholders to change the majority of
Directors. Under Maryland law and the Fund's Charter, the
affirmative vote of the holders of a majority of the votes
entitled to be cast is required for the consolidation of the Fund
with another corporation, a merger of the Fund with or into
another corporation (except for certain mergers in which the Fund
is the successor), a statutory share exchange in which the Fund
is not the successor, a sale or transfer of all or substantially
all of the Fund's assets, the dissolution of the Fund and any
amendment to the Fund's Charter. In addition, the affirmative
vote of 75% (which is higher than that required under Maryland
law or the 1940 Act) of the outstanding shares of Common Stock of
the Fund is required generally to authorize any of the following
transactions or to amend the provisions of the Charter relating
to such transactions:

(i) merger, consolidation or statutory share exchange
of the Fund with or into any other corporation;

(ii) issuance of any securities of the Fund to any
person or entity for cash;

(iii) sale, lease or exchange of all or any substantial
part of the assets of the Fund to any entity or person (except
assets having an aggregate fair market value of less than
$1,000,000, aggregating for the purpose of such computation, all
assets sold, leased or exchanged in any series of similar
transactions within a twelve-month period); or

(iv) sale, lease or exchange to the Fund or any
subsidiary of the Fund, in exchange for securities of the Fund,
of any assets of any entity or person (except assets having an
aggregate fair market value of less than $1,000,000, aggregating
for the purpose of such computation, all assets sold, leased or
exchanged in any series of similar transactions within a twelve-
month period);

if such corporation, person or entity is directly, or indirectly
through affiliates, the beneficial owner of more than 5% of the
outstanding shares of the Fund (a "principal stockholder").
However, such vote would not be required when, under certain
conditions, the Board of Directors approves the transaction,
although in certain cases involving merger, consolidation or
statutory share exchange or sale of all or substantially all of
the Fund's assets the affirmative vote of a majority of the
outstanding shares of the Fund would nevertheless be required.
Reference is made to the Charter and By-Laws of the Fund, on file
with the SEC, for the full text of these provisions. See
"Further Information."

The provisions of the Charter Documents described above
and the Fund's right to repurchase or make a tender offer for its
Common Stock could have the effect of depriving the owners of
shares of opportunities to sell their shares at a premium over
prevailing market prices by discouraging a third party from
seeking to obtain control of the Fund in a tender offer or
similar transaction. See "Risk Factors and Special
Considerations--Repurchase of Shares" in the SAI. The overall
effect of these provisions is to render more difficult the
accomplishment of a merger or the assumption of control by a
principal stockholder. However, they provide the advantage of
potentially requiring persons seeking control of the Fund to
negotiate with its management regarding the price to be paid and
facilitating the continuity of the Fund's management and
investment objective and policies. The Board of Directors of the
Fund has considered the foregoing anti-takeover provisions and
concluded that they are in the best interests of the Fund and its
stockholders.

DISTRIBUTION ARRANGEMENTS

Salomon Smith Barney Inc., located at 338 Greenwich
Street, New York, New York 10013, and UBS Warburg LLC, located at
299 Park Avenue, New York, New York 10171 (the "Dealer
Managers"), will act as dealer managers for the offer. Under the
terms and subject to the conditions contained in the dealer
manager agreement among the Fund, the Adviser, and the Dealer
Managers, the Dealer Managers will provide financial advisory
services and marketing assistance in connection with the offer
and will solicit the exercise of rights by record date
stockholders. The offer is not contingent upon any number of
rights being exercised. The Fund has agreed to pay the Dealer
Managers an aggregate fee for financial advisory and marketing
services equal to 1.25% of the subscription price per share for
shares issued upon exercise of the rights and the over-
subscription privilege. Such fee will be allocated between
Salomon Smith Barney Inc. and UBS Warburg LLC in the manner
specified in the dealer manager agreement. The Fund has also

agreed to pay broker-dealers, including the Dealer Managers, fees
for their soliciting efforts of 2.50% of the subscription price
per share for each share issued upon exercise of the rights and
the over-subscription privilege.

The Fund also has agreed to reimburse the Dealer
Managers up to $100,000 in the aggregate for their reasonable
expenses incurred in connection with the offer.

The Fund has agreed to indemnify each of the Dealer
Managers or to contribute for losses arising out of certain
liabilities, including liabilities under the Securities Act of
1933, as amended. The dealer manager agreement also provides that
the Dealer Managers will not be subject to any liability to the
Fund or the Adviser in rendering the services contemplated by the
agreement except in instances involving bad faith, willful
misconduct or gross negligence on their part or the reckless
disregard of their obligations and duties under the agreement.

The Fund has agreed, subject to certain exceptions, not
to offer or sell, or enter into any agreement to sell, any equity
or equity related securities convertible into such securities
(other than through the Plan) for a period of 180 days after the
date of the dealer manager agreement without the prior consent of
the Dealer Managers.

In connection with the offer, the Dealer Managers may,
but are not obligated to, effect transactions to keep the market
price of the shares higher than they might otherwise be without
such trading. Such transactions may be effected on the NYSE or
elsewhere. Such stabilizing, if commenced, may be discontinued
at any time. There can be no assurance that such transactions,
if effected, will be able to keep the market price of the shares
higher than they might otherwise be without such trading. The
Dealer Managers may realize profits or losses independent of any
fees described in this Prospectus.

CUSTODIAN, DIVIDEND PAYING AGENT, TRANSFER AGENT
AND REGISTRAR

State Street Bank and Trust Company ("State Street"),
225 Franklin Street, Boston, Massachusetts 02110-1520, acts as
the Fund's Custodian for assets of the Fund held in the United
States and the Fund's dividend paying agent, transfer agent and
registrar. State Street also acts as the accounting agent for
the Fund and as agent for participants in the Fund's Dividend
Reinvestment and Cash Purchase Plan.

EXPERTS

The financial statements of the Fund, which are included
in the Fund's December 31, 2000 Annual Report, have been
incorporated by reference into the SAI in reliance on the report
of Ernst & Young LLP, independent auditors, 787 Seventh Avenue,
New York, New York 10019, given on authority of said firm as
experts in auditing and accounting.

LEGAL OPINIONS

The validity of the shares offered hereby will be passed
on for the Fund by Seward & Kissel LLP, New York, New York.
Certain legal matters will be passed on for the Dealer Managers
by Simpson Thacher & Bartlett, New York, New York. Counsel for
the Fund and the Dealer Managers will rely upon the opinion of
Ballard Spahr Andrews & Ingersoll, LLP, Baltimore, Maryland, for
certain matters relating to Maryland law.

FURTHER INFORMATION

Further information concerning these securities and
their issuer may be found in the Registration Statement of which
this Prospectus constitutes a part on file with the SEC. The SEC
maintains a World Wide Web site on the Internet at
http://www.sec.gov that contains the Prospectus, material
incorporated by reference and other information regarding
registrants, such as the Fund, that file electronically with the
SEC. The Registration Statement may also be inspected without
charge at the SEC's office in Washington, D.C., and copies of all
or any part thereof may be obtained from such office after
payment of the fees prescribed by the SEC.

The Fund is subject to the informational requirements of
the Securities Exchange Act of 1934 and the 1940 Act, and in
accordance therewith files reports and other information with the
SEC. Such reports and other information can be inspected and
copied at the public reference facilities maintained by the SEC
at 450 Fifth Street, NW, Washington, D.C. 20549. Copies of such
materials can be obtained from the Public Reference Section of
the SEC at 450 Fifth Street, NW, Washington, D.C. 20549 at
prescribed rates. Such reports and other information concerning
the Fund also may be inspected at the offices of the NYSE and are
available on the SEC's World Wide Web site on the Internet at
http://www.sec.gov.

A copy of the Fund's semi-annual report for the six
months ended June 30, 2001 was mailed to stockholders in August
2001.

TABLE OF CONTENTS OF
STATEMENT OF ADDITIONAL INFORMATION

PAGE

General Information...................................... 2
Certain Investment Practices............................. 2
Investment Restrictions.................................. 2
Risk Factors and Special Considerations.................. 3
Management of the Fund................................... 6
Net Asset Value.......................................... 11
Portfolio Transactions................................... 12
Taxation................................................. 12
Common Stock ............................................ 17
Financial Statements..................................... 17
U.S. Government Securities (Appendix A)..................A-1
Bond Ratings (Appendix B)................................B-1
Options and Futures (Appendix C).........................C-1

55,002,812 Shares
ACM INCOME FUND, INC.
Common Stock

PROSPECTUS
November 16, 2001

Salomon Smith Barney
UBS Warburg

68
00250262.AB4

ACM INCOME FUND, INC.

STATEMENT OF ADDITIONAL INFORMATION

ACM Income Fund, Inc., a Maryland corporation (the
"Fund"), is a diversified, closed-end management investment
company seeking high current income consistent with preservation
of capital. In seeking to achieve this objective, the Fund
invests principally in obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities and repurchase
agreements pertaining to U.S. Government securities and utilizes
certain other investment techniques, including options and
futures contracts.

This Statement of Additional Information is not a
prospectus, but you should read it in conjunction with the
prospectus for the Fund dated November 16, 2001 (the
"Prospectus"). This Statement of Additional Information does not
include all information that you should consider before
purchasing shares, and you should obtain and read the Prospectus
prior to purchasing shares. You may obtain a copy of the
Prospectus without charge by calling 1-800-221-5672, or by
contacting the Fund at 1345 Avenue of the Americas, New York, New
York 10105. You may also obtain a copy of the Prospectus on the
Securities and Exchange Commission's website
(http://www.sec.gov). This Statement of Additional Information
incorporates by reference the entire Prospectus.

TABLE OF CONTENTS
PAGE
General Information........................................... 2
Certain Investment Practices.................................. 2
Investment Restrictions....................................... 2
Risk Factors and Special Considerations....................... 3
Management of the Fund........................................ 6
Net Asset Value...............................................11
Portfolio Transactions........................................12
Taxation......................................................12
Common Stock..................................................17
Financial Statements..........................................17
U.S. Government Securities (Appendix A).......................A-1
Bond Ratings (Appendix B).....................................B-1
Options and Futures (Appendix C)..............................C-1

The Prospectus and this Statement of Additional
Information omit certain of the information contained in the
registration statement filed with the Securities and Exchange
Commission ("SEC"), Washington, D.C. You may obtain the

registration statement from the SEC upon payment of the fee
prescribed, or inspect it at the SEC's office at no charge.
_______________
This Statement of Additional Information is dated
November 16, 2001

GENERAL INFORMATION

As of August 31, 2001, the Fund changed its name from
ACM Government Income Fund, Inc. to ACM Income Fund, Inc.

CERTAIN INVESTMENT PRACTICES

U.S. Government Securities

GNMA Certificates. The National Housing Act authorizes
GNMA to guarantee the timely payment of principal and interest in
securities backed by a pool of mortgages insured by the Federal
Housing Administration or guaranteed by the Veterans
Administration. The GNMA guarantee is backed by the full faith
and credit of the United States. GNMA is also empowered to
borrow without limitation from the U.S. Treasury if necessary to
make any payments required under its guarantee.

The average life of a GNMA Certificate is likely to be
substantially shorter than the original maturity of the mortgages
underlying the securities. Prepayments of principal by
mortgagors and mortgage foreclosures will usually result in the
return of the greater part of principal investment long before
the maturity of the mortgages in the pool. Foreclosures impose
no risk to principal investment because of the GNMA guarantee,
except to the extent that the Fund has purchased the certificates
above par in the secondary market.

FHLMC Securities. The Federal Home Loan Mortgage
Corporation ("FHLMC") was created in 1970 through enactment of
Title III of the Emergency Home Finance Act of 1970. Its purpose
is to promote development of a nationwide secondary market in
conventional residential mortgages.

FNMA Securities. The Federal National Mortgage
Association ("FNMA") was established in 1938 to create a
secondary market in mortgages insured by the FHA.

Repurchase Agreements

The Fund may enter into repurchase agreements pertaining
to the types of securities in which it invests with member banks
of the Federal Reserve System or "primary dealers" (as designated
by the Federal Reserve Bank of New York) in securities in which
the Fund may invest. The Fund may enter into repurchase
agreements with respect to up to 35% of its total assets.
Currently the Fund plans to enter into repurchase agreements only
with its Custodian and such primary dealers. A repurchase
agreement arises when a buyer such as the Fund purchases a
security and simultaneously agrees to resell it to the vendor at
an agreed-upon future date, normally one day or a few days later.

The resale price is greater than the purchase price, reflecting
an agreed-upon interest rate which is effective for the period of
time the buyer's money is invested in the security and which is
related to the current market rate rather than the coupon rate on
the purchased security. Such agreements permit the Fund to keep
all of its assets at work while retaining "overnight" flexibility
in pursuit of investments of a longer-term nature. The Fund
requires continual maintenance by its Custodian for its account
in the Federal Reserve/Treasury Book Entry System of collateral
in an amount equal to, or in excess of, the resale price. In the
event a vendor defaulted on its repurchase obligation, the Fund
might suffer a loss to the extent that the proceeds from the sale
of the collateral were less than the repurchase price. In the
event of a vendor's bankruptcy, the Fund might be delayed in, or
prevented from, selling the collateral for the Fund's benefit.
Pursuant to procedures established and periodically reviewed by
the Fund's Board of Directors, the Fund's adviser Alliance
Capital Management L.P. (the "Adviser") monitors the
creditworthiness of the dealers with which the Fund enters into
repurchase agreement transactions.

INVESTMENT RESTRICTIONS

The Fund has adopted the following investment
restrictions, which may not be changed without the approval of
the holders of a "majority of the Fund's outstanding voting
securities," which means the lesser of (i) 67% of the shares of
the Fund represented at a meeting at which more than 50% of the
outstanding shares are present in person or represented by proxy,
or (ii) more than 50% of the outstanding shares. The percentage
limitations set forth below, as well as those described in the
Prospectus and elsewhere in this Statement of Additional
Information, apply only at the time an investment is made or
other relevant action is taken by the Fund.

The Fund will not:

1. Invest 25% or more of its total assets in securities
of issuers conducting their principal business activities in the
same industry, provided that this limitation shall not apply with
respect to investments in U.S. Government Securities;

2. Make loans except through (a) the purchase of debt
obligations in accordance with its investment objective and
policies; (b) the lending of portfolio securities; or (c) the use
of repurchase agreements;

3. Borrow money, except (a) the Fund may borrow from a
bank or other entity in a privately arranged transaction and
issue commercial paper, bonds, debentures or notes, in series or
otherwise, with such interest rates, conversion rights and other

terms and provisions as are determined by the Fund's Board of
Directors, if after such borrowing or issuance there is asset
coverage of at least 300% as defined in the Investment Company
Act of 1940, as amended (the "1940 Act"), and (b) the Fund may
borrow for temporary purposes in an amount not exceeding 5% of
the value of the total assets of the Fund;

4. Pledge, hypothecate, mortgage or otherwise encumber
its assets, except to secure permitted borrowings;

5. Participate on a joint or joint and several basis in
any securities trading account;

6. Invest in companies for the purpose of exercising
control;

7. Invest in illiquid securities, including direct
placements or other securities which are subject to legal or
contractual restrictions on resale or for which there is no
readily available market (e.g., trading in the security is
suspended or, in the case of unlisted securities, market makers
do not exist or will not entertain bids or offers), if more than
20% of the Fund's net assets (taken at market value) would be
invested in such securities. For purposes of this restriction,
repurchase agreements not terminable within seven days will be
deemed illiquid. Options purchased by the Fund in privately
negotiated transactions and the securities covering options
written by the Fund in privately negotiated transactions are not
subject to this limitation;

8. Make short sales of securities or maintain a short
position, unless at all times when a short position is open it
owns an equal amount of such securities or securities convertible
into or exchangeable for, without payment of any further
consideration, securities of the same issue as, and equal in
amount to, the securities sold short ("short sales against the
box"), and unless not more than 10% of the Fund's net assets
(taken at market value) is held as collateral for such sales at
any one time; or

9. (a) Purchase or sell real estate, except that it may
purchase and sell securities of companies which deal in real
estate or interests therein; (b) purchase or sell commodities or
commodity contracts (except currencies, currency futures, forward
contracts or contracts for the future acquisition or delivery of
fixed income securities and related options and other similar
contracts); (c) invest in interests in oil, gas, or other mineral
exploration or development programs; (d) purchase securities on
margin, except for such short-term credits as may be necessary
for the clearance of transactions; and (e) act as an underwriter
of securities, except that the Fund may acquire restricted

securities under circumstances in which, if such securities were
sold, the Fund might be deemed to be an underwriter for purposes
of the Securities Act of 1933, as amended (the "1933 Act").

RISK FACTORS AND SPECIAL CONSIDERATIONS

General

The value of shares of the Fund varies as the aggregate
value of the Fund's portfolio securities increases or decreases.
The NAV of the Fund changes as the general levels of interest
rates fluctuate. When interest rates decline, the value of a
portfolio invested in fixed-income securities can be expected to
rise. Conversely, when interest rates rise, the value of a
portfolio invested in fixed-income securities can be expected to
decline. If the Adviser's expectation of changes in interest
rates or its evaluation of the normal yield relationships in the
fixed-income markets proves to be incorrect, the Fund's income,
NAV and potential capital gain may be decreased or its potential
capital loss may be increased.

Although changes in the value of the Fund's portfolio
securities subsequent to their acquisition are reflected in the
NAV of shares of the Fund, such changes will not affect the
income received by the Fund from such securities. The dividends
paid by the Fund increase or decrease in relation to the income
received by the Fund from its investments, which is reduced by
the Fund's expenses before being distributed to the Fund's
stockholders.

The Fund's use of options, futures contracts, options on
futures contracts, forward contracts and options on foreign
currencies may result in the loss of principal under certain
market conditions. See "Investment Objective and Policies-
-Investment Practices" in the Prospectus and Appendix C.

For these reasons, an investment in shares of the Fund
should not constitute a complete investment program and may not
be appropriate for investors who cannot assume the greater risk
of capital depreciation inherent in seeking higher income.

Repurchase of Shares

There can be no assurance that repurchases and/or tender
offers will result in the Fund's shares trading at a price equal
to their NAV. The Fund anticipates that the market price of its
shares will from time to time vary from NAV. The market price of
the Fund's shares will, among other things, be affected by the
relative demand for and supply of such shares in the market, the
Fund's investment performance, the Fund's dividends and yield and
investor perception of the Fund's overall attractiveness as an

investment as compared with other investment alternatives.
Nevertheless, the fact that the Fund's shares may be the subject
of tender offers at NAV from time to time may reduce the spread
that might otherwise exist between market price and NAV. In the
opinion of the Adviser, sellers may be less inclined to accept a
significant discount if they have a reasonable expectation of
being able to recover NAV in conjunction with a possible tender
offer.

Although the Board of Directors believes that share
repurchases and tender offers generally would have a favorable
effect on the market price of the Fund's shares, it should be
recognized that the acquisition of shares by the Fund would
decrease the total assets of the Fund and therefore have the
effect of increasing the Fund's expense ratio. Because of the
nature of the Fund's investment objective, policies and
portfolio, the Fund's Adviser does not anticipate that
repurchases and tenders should have an adverse effect on the
Fund's investment performance and does not anticipate any
material difficulty in disposing of portfolio securities in order
to consummate stock repurchases and tenders.

Even if a tender offer has been made, it is the Board's
announced policy, which may be changed by the Board, not to
accept tenders or effect repurchases if (1) such transactions, if
consummated, would (a) result in the delisting of the Fund's
shares from the New York Stock Exchange ("NYSE") (the NYSE having
advised the Fund that it would consider delisting if the
aggregate market value of the Fund's outstanding shares is less
than $5,000,000, the number of publicly held shares falls below
600,000 or the number of round-lot holders falls below 1,200), or
(b) impair the Fund's status as a regulated investment company
under the Internal Revenue Code of 1986, as amended (the "Code")
(which would make the Fund a taxable entity, causing the Fund's
income to be taxed at the corporate level in addition to the
taxation of stockholders who receive dividends from the Fund);
(2) the Fund would not be able to liquidate portfolio securities
in an orderly manner and consistent with the Fund's investment
policies and objective in order to repurchase shares; or (3)
there is, in the Board's judgment, any material (a) legal action
or proceeding instituted or threatened challenging such
transactions or otherwise materially adversely affecting the
Fund, (b) suspension of or limitation on prices for trading
securities generally on the NYSE or any foreign exchange on which
portfolio securities of the Fund are traded, (c) declaration of a
banking moratorium by federal, state or foreign authorities or
any suspension of payment by banks in the United States, New York
State or foreign countries in which the Fund invests, (d)
limitation affecting the Fund or the issuers of its portfolio
securities imposed by federal, state or foreign authorities on
the extension of credit by lending institutions or on the

exchange of foreign currency, (e) commencement of war, armed
hostilities or other international or national calamity directly
or indirectly involving the United States or other countries in
which the Fund invests, or (f) other event or condition which
would have a material adverse effect on the Fund or its
stockholders if shares were repurchased. The Board of Directors
may modify these conditions in light of experience.

If the Fund must liquidate portfolio securities in order
to purchase Fund shares tendered, the Fund may realize gains and
losses. If the portfolio securities sold are "Section 988"
items, the Fund's distributable net investment income could be
positively or adversely affected. See "Taxation--Options,
Futures Contracts and Forward Foreign Currency Contracts." The
portfolio turnover rate of the Fund may or may not be affected by
the Fund's repurchases of shares pursuant to a tender offer.

MANAGEMENT OF THE FUND

Directors and Officers

The business and affairs of the Fund are managed under
the direction of the Board of Directors. The names of the
directors and principal officers of the Fund are set forth below,
together with their positions and their principal occupations
during the past five years.

The officers manage day to day operations. The officers
are directly responsible to the Board of Directors.

Principal Occupations
During the Past Five Years
Name, Address and Age Office And Other Affiliations
--------------------- ------- ---------------------------

John D. Carifa* (56)
1345 Avenue of the Americas
New York, NY 10105 Chairman President, Chief Operating
Officer and a Director of
Alliance Capital Management
Corporation ("ACMC"), the
general partner of the
Adviser, with which he has
been associated since prior
to 1996.

Ruth Block**+ (71)
Box 4623
Stamford, CT 06903 Director Formerly an Executive Vice
President and Chief
Insurance Officer of The

Equitable Life Assurance
Society of the United
States ("Equitable");
Chairman and Chief
Executive Officer of Evlico
(variable life insurance);
a Director of Avon, Tandem
Financial Group and
Donaldson, Lufkin &
Jenrette Securities
Corporation. She is a
Director of Ecolab
Incorporated (specialty
chemicals) and BP Amoco
Corporation (oil and gas).

David H. Dievler (72)
P.O. Box 167
Spring Lake, NJ 07762 Director Independent Consultant.
Until December 1994 he was
Senior Vice President of
ACMC responsible for mutual
fund administration. Prior
to joining ACMC in 1984 he
was Chief Financial Officer
of Eberstadt Asset
Management since 1968.
Prior to that he was a
Senior Manager at Price
Waterhouse & Co., member of
the American Institute of
Certified Public
Accountants since 1953.

John H. Dobkin**+ (59)
150 White Plains Road
Tarrytown, NY 10591 Director Consultant. Formerly he
was a Senior Adviser (June
1999-June 2000) and
President (December 1989-
May 1999) of Historic
Hudson Valley (historic
preservation) since prior
to 1996. Previously he was
Director of the National
Academy of Design.

William H. Foulk, Jr.**+(69)
Suite 100
2 Greenwich Plaza

Greenwich, CT 06830 Director Investment Adviser and
Independent Consultant. He
was formerly Senior Manager
of Barrett Associates,
Inc., a registered
investment adviser, with
which he had been
associated since prior to
1996. He is a former
Deputy Comptroller of the
State of New York and,
prior thereto, Chief
Investment Officer of the
New York Bank for Savings.

Dr. James M. Hester**+(77)
25 Cleveland Lane
Princeton, NJ 08540 Director President of the Harry
Frank Guggenheim
Foundation, with which he
has been associated since
prior to 1996. He was
formerly President of New
York University and The New
York Botanical Garden,
Rector of the United
Nations University and Vice
Chairman of the Board of
the Federal Reserve Bank of
New York.

Clifford L. Michel**+ (62)
St. Bernard's Road
Gladstone, NJ 07934 Director Senior Counsel of the law
firm of Cahill Gordon &
Reindel, with which he has
been associated since prior
to 1996. He is President,
Chief Executive Officer and
Director of Wenonah
Development Company
(investments) and a
Director of Placer Dome,
Inc. (mining).

Donald J. Robinson**+ (67)
98 Hell's Peak Road
Weston, VT 05161 Director Senior Counsel of the law
firm of Orrick, Herrington
& Sutcliffe LLP since prior
to 1996. He was formerly a

senior partner and a member
of the Executive Committee
of that firm. He was also
a member of the Municipal
Securities Rulemaking Board
and a Trustee of the Museum
of the City of New York.

Wayne D. Lyski (60)
1345 Avenue of the Americas
New York, NY 10105 President Executive Vice President of
ACMC, with which he has
been associated since prior
to 1996.

Kathleen A. Corbet (41)
1345 Avenue of the Americas
New York, NY 10105 Senior Vice
President Executive Vice President of
ACMC, with which she has
been associated since prior
to 1996.

Paul J. DeNoon (39)
1345 Avenue of the Americas
New York, NY 10105 Vice President Senior Vice President of
ACMC, with which he has
been associated since prior
to 1996.

Michael L. Mon (32)
1345 Avenue of the Americas
New York, NY 10105 Vice President Vice President of ACMC,
with which he has been
associated since June 1999.
Prior thereto he was a
Portfolio Manager at
Brundage, Story and Rose
since 1998. Previously he
was employed as an
Assistant Vice President at
Mitchell Hutchins Asset
Management since prior to
1996.

Edmund P. Bergan, Jr. (51)
1345 Avenue of the Americas
New York, NY 10105 Secretary Senior Vice President and
General Counsel of Alliance
Fund Distributors, Inc. and
Alliance Global Investor
Service, Inc. ("AGIS"),
with which he has been
associated since prior to
1996.

Mark D. Gersten (51)
500 Plaza Drive
Secaucus, NJ 07094 Treasurer and Senior Vice President of
Chief Financial AGIS with which he has been
Officer associated since prior to
1996.

Vincent S. Noto (36)
500 Plaza Drive
Secaucus, NJ 07094 Controller Vice President of AGIS,
with which he has been
associated since prior to
1996.

* "Interested Person," as defined in the 1940 Act, of each Fund
because of an affiliation with the Fund's Adviser.
** Member of the Audit Committee.
+ Member of the Nominating Committee.

The Board of Directors is divided into three classes,
each class having a term of three years. Each year the term of
one class expires. See "Common Stock--Certain Anti-Takeover
Provisions of the Charter and By-Laws" in the Prospectus.

The Fund does not pay any fees to, or reimburse expenses
of, its Directors who are considered "interested persons" of the
Fund. The aggregate compensation paid by the Fund to each of the
Directors during its fiscal year ended December 31, 2000, the
aggregate compensation paid to each of the Directors during
calendar year 2000 by all of the funds to which the Adviser
provides investment advisory services (collectively, the
"Alliance Fund Complex") and the total number of registered
investment companies in the Alliance Fund Complex with respect to
which each of the Directors serves as a director or trustee, are
set forth below. Neither the Fund nor any other fund in the
Alliance Fund Complex provides compensation in the form of
pension or retirement benefits to any of its directors or
trustees. Each of the Directors is a director or trustee of one
or more other registered investment companies in the Alliance
Fund Complex.

Total Number of Total Number
Investment of Investment
Total Companies in Portfolios
Compensation the Alliance Within
from the Fund Complex, Alliance
Aggregate Alliance Fund Including the Complex,
Compensation Complex, Fund, as to Including the
from the Including which the Fund, as to
Fund during the Fund, Director is a which the
its Fiscal during Director or Director is
Name of Director Year Ended Calendar Year a Trustee a Director
_________________ ____________ _____________ _____________ _____________

John D. Carifa $ -0- $ -0- 35 103
Ruth Block $3,980 $155,737 34 80
David H. Dievler $4,088 $223,025 40 86
John H. Dobkin $4,089 $187,175 37 83
William H. Foulk, Jr. $4,086 $220,737 41 99
Dr. James M. Hester $4,090 $171,137 35 81
Clifford L. Michel $4,090 $171,137 35 83
Donald J. Robinson $4,087 $160,776 37 93

As of September 30, 2001, the Directors and officers of
the Fund as a group owned less than 1% of the outstanding shares
of Common Stock of the Fund.

Investment Adviser

Alliance Capital Management L.P., a NYSE listed company
with principal offices at 1345 Avenue of the Americas, New York,
New York 10105, has been retained under an investment advisory
agreement (the "Advisory Agreement") to provide investment advice
and, in general, to conduct the management and investment program
of the Fund under the supervision and control of the Fund's Board
of Directors.

The Adviser provides office space, investment advisory
services, and order placement facilities for the Fund and pays
all compensation of Directors and officers of the Fund who are
affiliated persons of the Adviser. Under the Advisory Agreement,
the Fund pays the Adviser a monthly management fee in an amount
equal to the sum of (x) 1/12th of .30% of the average weekly net
assets of the Fund up to $250 million plus 1/12th of .25% of the
Fund's average weekly net assets in excess of $250 million and
(y) 5.25% of the Fund's daily gross income (i.e., income other
than gains from the sale of securities or gains received from
options and futures contracts less interest on money borrowed by
the Fund) accrued by the Fund during the month. The Advisory
Agreement provides that the monthly management fee shall not
exceed in the aggregate 1/12th of 1% of the Fund's average weekly
net assets during the month (approximately 1% on an annual
basis). This advisory fee may be greater than that paid by most
funds. In addition to payments to the Adviser under the Advisory
Agreement, the Fund pays certain other costs described below
under "-Advisory Agreement."

The Adviser or any of its affiliates may have certain
other clients whose investment objectives and policies are
similar to those of the Fund. The Adviser and any of its
affiliates may, from time to time, make recommendations that
result in the purchase or sale of a particular security by their
other clients simultaneously with the Fund. If transactions on
behalf of more than one client during the same period increase
the demand for securities being purchased or the supply of
securities being sold, there may be an adverse effect on price or
quantity. It is the policy of the Adviser and its affiliates to
allocate advisory recommendations and the placing of orders in a
manner that is deemed equitable by the Adviser and its affiliates
to the accounts involved, including the Fund. When two or more
clients of the Adviser and its affiliates (including the Fund)
are purchasing or selling the same security on a given day from
the same broker-dealer, such transactions may be averaged as to
price.

Advisory Agreement

In addition to the payments to the Adviser under the
Advisory Agreement, the Fund pays certain other costs including
(i) brokerage and commission expenses, (ii) federal, state, local
(if any) and foreign taxes, including issue and transfer taxes,
incurred by or levied on the Fund, (iii) interest charges on
borrowings, (iv) the organizational and offering expenses of the
Fund, whether or not advanced by the Adviser, (v) fees and
expenses of registering the shares of the Fund under the
appropriate federal securities laws and of qualifying the shares
of the Fund under applicable state securities laws, (vi) fees and
expenses of listing and maintaining the listing of the Fund's
shares on any securities exchange, (vii) expenses of printing and
distributing reports to stockholders, (viii) costs of proxy
solicitation, (ix) charges and expenses of the Fund's
administrator, custodian and registrar and transfer and dividend
paying agent, (x) compensation of the Fund's officers, Directors
and employees who do not devote any part of their time to the
affairs of the Adviser or any of its affiliates other than the
Fund, (xi) legal and auditing expenses, (xii) the cost of stock
certificates representing shares of the Fund's Common Stock and
(xiii) costs of stationery and supplies. For the fiscal years
ended December 31, 2000, 1999 and 1998, the Fund paid advisory
fees to the Adviser that amounted to $4,142,943, $4,005,012 and
$4,517,809, respectively.

For purposes of the calculation of the fee payable to
the Adviser, average weekly net assets are determined on the
basis of the average net assets of the Fund for each weekly
period (ending on Fridays) ending during the month. The net
assets for each weekly period are determined by averaging the net
assets on Friday of such weekly period with the net assets on
Friday of the immediately preceding weekly period. When a Friday
is not a Fund business day, then the calculation will be based on
the net assets of the Fund on the Fund business day immediately
preceding such Friday.

The Advisory Agreement by its terms continues in effect
from year to year if such continuance is specifically approved,
at least annually, by a majority vote of the Directors who
neither are interested persons of the Fund nor have any direct or
indirect financial interest in the Advisory Agreement, cast in
person at a meeting called for the purpose of voting on such
approval.

Administrator

The Administrator for the Fund is Brinson Advisors, Inc.
(formerly Mitchell Hutchins Asset Management Inc.), with

principal offices at 51 West 52nd Street, New York, New York
10019.

Because of the services rendered the Fund by the
Administrator and the Adviser, the Fund itself requires no
employees other than its officers, none of whom receives
compensation from the Fund and all of whom are employed by the
Adviser or the Administrator. In connection with its
responsibilities as Administrator and in consideration of its
administrative fee, the Administrator (i) prepares all quarterly,
semi-annual and annual reports required to be sent to Fund
stockholders, and arranges for the printing and dissemination of
such reports to stockholders; (ii) assembles all reports required
to be filed with the SEC on Form N-SAR, or such other form as the
SEC may substitute for Form N-SAR, and files such completed form
with the SEC; (iii) reviews the provision of services by the
Fund's independent accountants, including but not limited to the
preparation by such accountants of audited financial statements
of the Fund and the Fund's federal, state and local tax returns,
and makes such reports and recommendations to the Board of
Directors of the Fund (the "Board") concerning the performance of
the independent accountants as the Board reasonably requests or
as it deems appropriate; (iv) files with the appropriate
authorities all required federal, state and local tax returns;
(v) arranges for the dissemination to stockholders of the Fund's
proxy materials, and oversees the tabulation of proxies by the
Fund's transfer agent; (vi) negotiates the terms and conditions
under which custodian services are provided to the Fund and the
fees to be paid by the Fund in connection therewith; (vii)
recommends an accounting agent (which may or may not be the same
party as the Fund's custodian or an affiliate of the Fund's
custodian) to the Board, which agent would be responsible for
computing the Fund's NAV in accordance with the Fund's
registration statement under the 1940 Act and the 1933 Act;
negotiates the terms and conditions under which such accounting
agent computes the Fund's NAV, and the fees to be paid by the
Fund in connection therewith; reviews the provision of such
accounting services to the Fund; and makes such reports and
recommendations to the Board concerning the provision of such
services as the Board reasonably requests or it deems
appropriate; (viii) negotiates the terms and conditions under
which transfer agency and dividend disbursing services are
provided to the Fund, and the fees to be paid by the Fund in
connection therewith; reviews the provision of transfer agency
and dividend disbursing services to the Fund; and makes such
reports and recommendations to the Board concerning the
performance of the Fund's transfer and dividend disbursing agent
as the Board reasonably requests or it deems appropriate; (ix)
establishes the accounting policies of the Fund; reconciles
accounting issues which may arise with respect to the Fund's
operations; and consults with the Fund's independent accountants,

legal counsel, custodian, accounting agent and transfer and
dividend disbursing agent as necessary in connection therewith;
(x) recommends the amount of all dividends and distributions to
be paid by the Fund to its stockholders; prepares and arranges
for the printing of dividend notices to stockholders; and
provides the Fund's transfer and dividend disbursing agent and
custodian with such information as is required for such parties
to effect the payment of dividends and distributions and to
implement the Fund's dividend reinvestment plan; (xi) reviews the
Fund's bills and authorizes payments of such bills by the Fund's
custodian; and (xii) if requested by the Board, will designate
one of its employees to serve as treasurer of the Fund, and such
person will not be compensated by the Fund for so serving.

The Fund pays the Administrator aggregate annual fees
for administrative services equal to .18 of 1% of the Fund's
average weekly net assets up to $100 million, .16 of 1% of the
Fund's next $200 million of average weekly net assets and .15 of
1% of the Fund's average weekly net assets in excess of $300
million. For the fiscal years ended December 31, 2000, 1999 and
1998, the Fund paid administrative fees to the Administrator
that, in the aggregate, amounted to $869,106, $833,756 and
$982,489, respectively.

Shareholder Service Agent

The Fund has entered into a Shareholder Inquiry Agency
Agreement with Alliance Global Investor Services, Inc., formerly
known as Alliance Fund Services, Inc. ("AGIS"), an affiliate of
the Adviser, whereby the Fund reimburses AGIS for costs relating
to servicing phone inquiries for the Fund. For the year ended
December 31, 2000, the Fund reimbursed AGIS $6,602 relating to
shareholder servicing costs.

Code of Ethics

The Fund and the Adviser have each adopted codes of
ethics pursuant to Rule 17j-1 of the 1940 Act. These codes of
ethics permit personnel subject to the codes to invest in
securities, including securities that may be purchased or held by
the Fund.

NET ASSET VALUE

The Fund calculates and makes available for weekly
publication the NAV of its shares of Common Stock. The NAV per
share of the Fund's Common Stock is determined as of the close of
trading on the NYSE each Friday or, when Friday is not a Fund
business day, on the immediately preceding Fund business day, by
adding the market value of all securities in the Fund's portfolio
and other assets, subtracting liabilities incurred or accrued and

dividing the net amount so determined by the total number of the
Fund's shares of Common Stock then outstanding.

For purposes of this computation, portfolio securities
that are traded on the over-the-counter market, securities listed
on a foreign securities exchange whose operations are similar to
the United States over-the-counter market and securities listed
on a national securities exchange whose primary market is
believed to be over-the-counter are valued at the mean of the
closing bid and asked prices provided by two or more dealers
regularly making a market in such securities. Any security
traded on a national securities exchange or on a foreign
securities exchange (other than foreign securities exchanges
whose operations are similar to those of the United States over-
the-counter market) is generally valued at the last reported sale
price or, if there was no sale on such day, the last bid price
quoted on such day. If no bid prices are quoted, then the
security is valued at the mean of the bid and asked prices so
obtained on that day from one or more dealers regularly making a
market in that security. Securities for which market quotations
are not readily available are valued at fair value as determined
in good faith by, or in accordance with procedures approved by,
the Board of Directors of the Fund. Fixed income securities may
be valued on the basis of prices provided by a pricing service
when such prices are believed to reflect the fair market value of
such securities. Listed put and call options purchased by the
Fund are valued at the last sale price. If there is no sale on
that day, such securities are valued at the closing bid prices on
that day. U.S. Government Securities and other debt instruments
having sixty days or less remaining until maturity are valued at
amortized cost unless this method does not represent fair value.

For purposes of determining the Fund's NAV per share,
all assets and liabilities initially expressed in foreign
currencies will be converted into U.S. dollars at the mean of the
quoted bid and asked prices of such currencies against the U.S.
dollar at the rates of exchange prevailing when such securities
were acquired or sold.

PORTFOLIO TRANSACTIONS

Subject to the general supervision of the Board of
Directors of the Fund, the Adviser is responsible for the
investment decisions and the placing of orders for portfolio
transactions for the Fund. The Fund's portfolio transactions
occur primarily with issuers, underwriters or major dealers
acting as principals. Such transactions are normally on a net
basis, which does not involve payment of brokerage commissions.
The cost of securities purchased from an underwriter usually
includes a commission paid by the issuer to the underwriters;
transactions with dealers normally reflect the spread between bid

and asked prices. Premiums are paid with respect to options
purchased by the Fund and brokerage commissions are payable with
respect to transactions in exchange-traded futures contracts.

The Fund has no obligation to enter into transactions in
portfolio securities with any dealer, issuer, underwriter or
other entity. In placing orders, it is the policy of the Fund to
obtain the best price and execution for its transactions. Where
best price and execution may be obtained from more than one
dealer, the Adviser may, in its discretion, purchase and sell
securities through dealers who provide research, statistical and
other information to the Adviser. Such services may be used by
the Adviser for all of its investment advisory accounts and,
accordingly, not all such services may be used by the Adviser in
connection with the Fund. The supplemental information received
from a dealer is in addition to the services required to be
performed by the Adviser under the Advisory Agreement, and the
expenses of the Adviser will not necessarily be reduced as a
result of the receipt of such information. Consistent with the
Conduct Rules of the National Association of Securities Dealers,
Inc., and subject to seeking best price and execution, the Fund
may consider sales of shares of the Fund as a factor in the
selection of dealers to enter into portfolio transactions with
the Fund.
TAXATION

General

Qualification as a Regulated Investment Company. The
Fund intends for each taxable year to qualify as a "regulated
investment company" under the Code. To so qualify, the Fund
must, among other things, (i) derive at least 90% of its gross
income in each taxable year from dividends, interest, payments
with respect to securities loans, gains from the sale or other
disposition of stock or securities or foreign currency, or
certain other income (including but not limited to gains from
options, futures and forward contracts) derived with respect to
its business of investing in stock, securities or currency; and
(ii) diversify its holdings so that, at the end of each quarter
of its taxable year, the following two conditions are met: (a) at
least 50% of the value of the Fund's assets is represented by
cash, U.S. Government Securities, securities of other regulated
investment companies and other securities with respect to which
the Fund's investment is limited, in respect of any one issuer,
to an amount not greater than 5% of the Fund's total assets and
10% of the outstanding voting securities of such issuer and (b)
not more than 25% of the value of the Fund's assets is invested
in securities (other than U.S. Government Securities or
securities of other regulated investment companies) of any one
issuer, or of two or more issuers which the Fund controls and

which are engaged in the same, similar or related trades or
businesses.

The Treasury Department is authorized to issue
regulations to provide that foreign currency gains that are "not
directly related" to the Fund's principal business of investing
in stock or securities may be excluded from the income which
qualifies for purposes of the 90% gross income requirement
described above with respect to the Fund's qualification as a
"regulated investment company." No such regulations have yet been
issued.

If the Fund qualifies as a regulated investment company
for any taxable year and makes timely distributions to its
stockholders of 90% or more of its net investment income for that
year (calculated without regard to its net capital gain, i.e.,
the excess of its net long-term capital gain over its net short-
term capital loss), it will not be subject to federal income tax
on the portion of its taxable income for the year (including any
net capital gain) that it distributes to stockholders. Investors
should consult their own counsel for a complete understanding of
the requirements the Fund must meet to qualify to be taxed as a
"regulated investment company."

If for any taxable year the Fund does not qualify as a
regulated investment company, all of its taxable income
(including its net capital gain) will be subject to tax at
regular corporate rates without any deduction for distributions
to stockholders, and such distributions will be taxable to the
stockholders as ordinary dividends to the extent of the Fund's
current or accumulated earnings and profits. In such event, such
distributions generally will be eligible for the dividends
received deduction in the case of corporate stockholders.

The information set forth in the following discussion
assumes that the Fund qualifies to be taxed as a regulated
investment company. Investors should consult their own tax
counsel with respect to the specific tax consequences of their
being stockholders of the Fund, including the effect and
applicability of federal, state and local tax laws to their own
particular situation and the possible effects of changes therein.

Dividends and Distributions. The Fund intends to make
timely distributions of the Fund's taxable income (including any
net capital gain) so that the Fund will not be subject to federal
income taxes. The Fund also intends to declare and distribute
dividends in the amounts and at the times necessary to avoid the
application of the 4% Federal excise tax imposed on certain
undistributed income of regulated investment companies. The Fund
will be required to pay the 4% excise tax to the extent it does
not distribute to its stockholders during any calendar year an

amount equal to the sum of (i) 98% of its ordinary taxable income
for the calendar year, (ii) 98% of its capital gain net income
for the twelve months ended October 31 of such year (or December
31 if elected by the Fund), and (iii) any ordinary income or
capital gain net income from the preceding calendar year that was
not distributed during such year. For this purpose, income or
gain retained by the Fund that is subject to corporate income tax
will be considered to have been distributed by the Fund by year-
end. For federal income and excise tax purposes, dividends that
are both declared and payable to stockholders of record as of a
date in October, November or December but actually paid during
the following January will be deemed made by the Fund (and thus
will be taxable to these stockholders) for the year declared, and
not for the subsequent calendar year in which the stockholders
actually receive the dividend.

Dividends of the Fund's net ordinary income (including
any distributions of any net realized short-term capital gains)
are taxable to stockholders as ordinary income. Since the Fund
expects to derive substantially all of its gross income from
sources other than dividends, it is expected that none of the
Fund's dividends or distributions will qualify for the dividends
received deduction for corporations.

Distributions of net capital gain (i.e., the excess of
net long-term capital gain over net short-term capital loss)
realized by the Fund to its stockholders will be taxable to the
stockholders as long-term capital gains, irrespective of the
length of time a stockholder may have held his Fund shares at the
date of the distribution. The maximum rate of tax on long-term
capital gains of individuals is generally 20% with respect to
capital assets held for more than one year, or 18% for capital
assets held for more than five years and that have a holding
period beginning after December 31, 2000. Distributions by the
Fund that do not constitute ordinary income dividends or capital
gain dividends will be treated as a return of capital to the
extent of (and in reduction of) the stockholder's tax basis in
his shares; any excess will be treated as gain from the sale of
his shares, as discussed below. Any dividend or distribution
received by a stockholder on shares of the Fund will have the
effect of reducing the NAV of such shares by the amount of such
dividend or distribution. Furthermore, a dividend or
distribution made shortly after the purchase of such shares by a
stockholder, although in effect a return of capital to that
particular stockholder, would be taxable to him as described
above. Dividends are taxable in the manner discussed regardless
of whether they are paid to the stockholder in cash or are
reinvested in additional shares of the Fund.

After the end of the taxable year, the Fund will notify
stockholders of the federal income tax status of any
distributions made by the Fund to stockholders during such year.

Sales and Redemptions. A stockholder will recognize
gain or loss on the sale or redemption of shares in the Fund in
an amount equal to the difference between the proceeds of the
sale or redemption and the stockholder's adjusted tax basis in
the shares. Any gain or loss arising from a sale or redemption
of Fund shares generally will be capital gain or loss except in
the case of a dealer or a financial institution, and will be
long-term capital gain or loss if such stockholder has held such
shares for more than one year at the time of the sale or
redemption; otherwise it will be short-term capital gain or loss.
However, if a stockholder has held shares in the Fund for six
months or less and during that period has received distributions
taxable to the stockholder as long-term capital gain, any loss
recognized by the stockholder on the sale of those shares will be
treated as a long-term capital loss to the extent of such
distributions. In determining the holding period of such shares
for this purpose, any period during which a stockholder's risk of
loss is offset by means of options, short sales or similar
transactions is not counted.

Any loss realized by a stockholder on a sale, redemption
or exchange of shares of the Fund will be disallowed to the
extent the shares disposed of are replaced within a period of 61
days beginning 30 days before and ending 30 days after the shares
are sold, redeemed or exchanged. For this purpose, acquisitions
pursuant to the Dividend Reinvestment Plan would constitute a
replacement if made within the period. If disallowed, the loss
will be reflected in an upward adjustment to the basis of the
shares acquired.

Backup Withholding. The Fund generally will be required
to backup withhold tax on reportable payments (which generally
include ordinary income dividends, distributions of net capital
gain and redemption proceeds) payable to a noncorporate
stockholder unless the stockholder certifies on his subscription
application that the Social Security or taxpayer identification
number provided is correct and that the stockholder is not
subject to backup withholding. Any such backup withholding tax
would be imposed at the rate equal to the fourth lowest rate of
federal income tax imposed on unmarried individuals other than
surviving spouses and heads of households. Backup withholding is
not an additional tax and any amounts withheld may be credited
against a stockholder's federal income tax liability provided the
appropriate information is furnished to the Internal Revenue
Service.

United States Federal Income Taxation of the Fund

The following discussion relates to certain significant
United States federal income tax consequences to the Fund with
respect to the determination of its "investment company taxable
income" each year. This discussion assumes that the Fund will be
taxed as a regulated investment company for each of its taxable
years.

Currency Fluctuations--"Section 988" Gains or Losses.
Under the Code, gains or losses attributable to fluctuations in
exchange rates which occur between the time the Fund accrues
interest or other receivables or accrues expenses or other
liabilities denominated in a foreign currency and the time the
Fund actually collects such receivables or pays such liabilities
are treated as ordinary income or ordinary loss. Similarly,
gains or losses from the disposition of foreign currencies or
from the disposition of debt securities or forward contracts
denominated in a foreign currency, to the extent attributable to
fluctuations in the value of the foreign currency between the
date of acquisition of the asset and the date of disposition,
also are treated as ordinary gain or loss. These gains or
losses, referred to under the Code as "section 988" gains or
losses, increase or decrease the amount of the Fund's net
investment income available to be distributed to its stockholders
as ordinary income, rather than increasing or decreasing the
amount of the Fund's net capital gain. Because section 988
losses reduce the amount of ordinary dividends the Fund will be
allowed to distribute for a taxable year, such section 988 losses
may result in all or a portion of prior dividend distributions
for such year being recharacterized as a non-taxable return of
capital to stockholders, rather than as an ordinary dividend,
reducing each stockholder's basis in his Fund shares. To the
extent that such distributions exceed such stockholder's basis,
each will be treated as a gain from the sale of shares.

Options, Futures Contracts and Forward Foreign Currency
Contracts. Certain listed options, regulated futures contracts,
and forward foreign currency contracts are considered "section
1256 contracts" for federal income tax purposes. Section 1256
contracts held by the Fund at the end of each taxable year will
be "marked to market" and treated for federal income tax purposes
as though sold for fair market value on the last business day of
such taxable year. Gain or loss realized by the Fund on section
1256 contracts other than forward foreign currency contracts will
be considered 60% long-term and 40% short-term capital gain or
loss. Gain or loss realized by the Fund on forward foreign
currency contracts will be treated as section 988 gain or loss
and will therefore be characterized as ordinary income or loss
and will increase or decrease the amount of the Fund's net
investment income available to be distributed to stockholders as

ordinary income, as described above. The Fund can elect to
exempt its section 1256 contracts which are part of a "mixed
straddle" (as described below) from the application of section
1256.

With respect to over-the-counter put and call options or
options traded on certain foreign exchanges, gain or loss
realized by the Fund upon the lapse or sale of such options held
by the Fund will be either long-term or short-term capital gain
or loss depending upon the Fund's holding period with respect to
such option. However, gain or loss realized upon the lapse or
closing out of such options that are written by the Fund will be
treated as short-term capital gain or loss. In general, if the
Fund exercises an option, or if an option that the Fund has
written is exercised, gain or loss on the option will not be
separately recognized but the premium received or paid will be
included in the calculation of gain or loss upon disposition of
the property underlying the option.

Gain or loss realized by the Fund on the lapse or sale
of put and call options on foreign currencies which are traded
over-the-counter or on certain foreign exchanges will be treated
as section 988 gain or loss and will therefore be characterized
as ordinary income or loss and will increase or decrease the
amount of the Fund's net investment income available to be
distributed to stockholders as ordinary income dividends, as
described above. The amount of such gain or loss shall be
determined by subtracting the amount paid, if any, for or with
respect to the option (including any amount paid by the Fund upon
termination of an option written by the Fund) from the amount
received, if any, for or with respect to the option (including
any amount received by the Fund upon termination of an option
held by the Fund). In general, if the Fund exercises such an
option on a foreign currency, or such an option that the Fund has
written is exercised, gain or loss on the option will be
recognized in the same manner as if the Fund had sold the option
(or paid another person to assume the Fund's obligation to make
delivery under the option) on the date on which the option is
exercised, for the fair market value of the option. The
foregoing rules will also apply to other put and call options
which have as their underlying property foreign currency and
which are traded over-the-counter or on certain foreign exchanges
to the extent gain or loss with respect to such options is
attributable to fluctuations in foreign currency exchange rates.

Tax Straddles. Any option, futures contract, forward
foreign currency contract, other forward contract, or other
position entered into or held by the Fund in conjunction with any
other position held by the Fund may constitute a "straddle" for
federal income tax purposes. A straddle of which at least one,
but not all, of the positions are section 1256 contracts may

constitute a "mixed straddle." In general, straddles are subject
to certain rules that may affect the character and timing of the
Fund's gains and losses with respect to straddle positions by
requiring, among other things, that (i) loss realized on
disposition of one position of a straddle not be recognized to
the extent that such loss does not exceed the unrecognized gain
with respect to the other position in such straddle; (ii) the
Fund's holding period in straddle positions be suspended while
the straddle exists (possibly resulting in gain being treated as
short-term capital gain rather than long-term capital gain);
(iii) losses recognized with respect to certain straddle
positions which are part of a mixed straddle and which are non-
section 1256 positions be treated as 60% long-term and 40% short-
term capital loss; (iv) losses recognized with respect to certain
straddle positions which would otherwise constitute short-term
capital losses be treated as long-term capital losses; and (v)
the deduction of interest and carrying charges attributable to
certain straddle positions may be deferred. The Treasury
Department is authorized to issue regulations providing for the
proper treatment of a mixed straddle where at least one position
is ordinary and at least one position is capital. No such
regulations have yet been issued. Various elections are
available to the Fund which may mitigate the effects of the
straddle rules, particularly with respect to mixed straddles. In
general, the straddle rules described above do not apply to any
straddles held by the Fund, all of the offsetting positions of
which consist of section 1256 contracts.

Zero Coupon Treasury Securities. The Fund will receive
net investment income in the form of interest by virtue of
holding Treasury bills, notes and bonds, and, in the case of zero
coupon Treasury securities, will recognize interest attributable
to it under the original issue discount rules of the Code.
Current federal tax law requires that a holder (such as the Fund)
of a zero coupon security accrue a portion of the discount at
which the security was issued as income each year even though the
Fund receives no interest payment in cash on the security during
the year. Accordingly, in order to make the distributions
necessary for the Fund not to be subject to federal income or
excise taxes, the Fund may be required to pay out as an income
distribution each year an amount, obtained by liquidation of
portfolio securities or borrowings if necessary, which is greater
than the total amount of cash interest the Fund actually
received. The Fund may realize a gain or loss from such sales.
In the event the Fund realizes net capital gains from such
transactions, its stockholders may receive a larger capital gain
distribution, if any, than they would have in the absence of such
transactions.

Government Guaranteed Mortgage Pass-Through Securities.
Mortgage pass-through securities such as GNMA Certificates, FNMA

Certificates, and FHLMC Certificates generally are treated as
interests in grantor trusts for federal income tax purposes, with
the certificate holders treated as the owners of the assets of
the trust involved. As a result, payments of interest, principal
and prepayments made on the underlying mortgage pool are taxed
directly to certificate holders such as the Fund. Payments of
interest, principal and prepayments made on the underlying
mortgage pool will therefore generally maintain their character
when received by the Fund.

Foreign Taxes. Investment income received by the Fund
from Foreign Government Securities may be subject to foreign
income taxes, including taxes withheld at the source. The United
States has entered into tax treaties with many foreign countries
which entitle the Fund to a reduced rate of such taxes or
exemption from taxes on such income. It is impossible to
determine the effective rate of foreign tax in advance since the
amount of the Fund's assets to be invested within various
countries is not known. To the extent that investment income of
the Fund is subject to foreign income taxes, the Fund will be
entitled to claim a deduction or credit for the amount of such
taxes for United States federal income tax purposes. However,
any such taxes will reduce the income available for distribution
to the Fund's stockholders.

Foreign Stockholders

Taxation of a stockholder who, as to the United States,
is a nonresident alien individual, a foreign trust or estate, a
foreign corporation or a foreign partnership (a "foreign
stockholder") depends on whether the income from the Fund is
"effectively connected" with a U.S. trade or business carried on
by such stockholder. If the income from the Fund is not
effectively connected with a U.S. trade or business carried on by
such foreign stockholder, dividends paid from net investment
income will be subject to U.S. withholding tax at a rate of 30%
unless a reduced rate of withholding or a withholding exemption
is provided under applicable treaty law. Such a foreign
stockholder would generally be exempt from U.S. federal income
tax on gain realized on the sale of shares of the Fund, capital
gain dividends and amounts retained by the Fund that are
designated as undistributed capital gain.

If the income from the Fund is effectively connected
with a U.S. trade or business carried on by a foreign
stockholder, then ordinary income dividends, capital gain
dividends, undistributed capital gains credited to such
stockholder and any gain realized upon the sale of shares of the
Fund will be subject to U.S. federal income tax on a net basis at
the rates applicable to U.S. citizens or domestic corporations.
Foreign stockholders are urged to consult their own tax advisers

concerning the applicability of the U.S. withholding tax and any
foreign taxes.

Other Taxation

The foregoing is a brief summary of the federal tax laws
applicable to investors in the Fund. Investors may also be
subject to state and local taxes, although distributions of the
Fund that are derived from interest on certain obligations of the
U.S. Government and agencies thereof may be exempt from state and
local taxes in certain states. The Fund has qualified to do
business in the Commonwealth of Pennsylvania and, accordingly,
expects to be subject to the Pennsylvania foreign franchise and
corporate net income tax in respect of its business activities in
Pennsylvania. Accordingly, it is expected that shares of the
Fund will be exempt from Pennsylvania personal property taxes.
The Fund anticipates that it will continue such business
activities but reserves the right to suspend them at any time,
resulting in the termination of the exemption.

COMMON STOCK

The Fund is authorized to issue 300,000,000 shares of
Common Stock, $.01 par value per share. The Fund has no present
intention of offering additional shares other than pursuant to
the offer. Other offerings of shares, if made, will require
approval of the Board of Directors. Any additional offering will
be subject to the requirement of the 1940 Act that shares not be
sold at a price below the then current NAV (exclusive of
underwriting discounts and commissions) except in connection
with an offering to existing stockholders or with the consent of
the holders of a majority of the outstanding voting securities,
as such term is defined under the 1940 Act.

Beneficial Ownership

The Fund does not know of any persons who may be deemed
beneficial owners of 5% or more of the shares because they
possessed or shared voting or investment power with respect to
them.

FINANCIAL STATEMENTS

The annual report for the fiscal year ended December 31,
2000 and the unaudited semi-annual report for the fiscal period
ended June 30, 2001, which either accompany this Statement of
Additional Information or have previously been provided to you,
are incorporated herein by reference with respect to all
information other than the information set forth in the letter to
stockholders included therein. You may obtain a copy of these
reports, without charge, by calling 1-800-221-5672, or by

contacting the Fund at 1345 Avenue of the Americas, New York, New
York 10105.

APPENDIX A

DESCRIPTION OF OBLIGATIONS ISSUED OR GUARANTEED BY U.S.
GOVERNMENT AGENCIES OR INSTRUMENTALITIES

Federal Farm Credit System Notes and Bonds--are bonds
issued by a cooperatively-owned nationwide system of banks and
associations supervised by the Farm Credit Administration, an
independent agency of the U.S. Government. These bonds are not
guaranteed by the U.S. Government.

Maritime Administration Bonds--are bonds issued and
provided by the Department of Transportation of the U.S.
Government and are guaranteed by the U.S. Government.

FHA Debentures--are debentures issued by the Federal
Housing Administration of the U.S. Government and are guaranteed
by the U.S. Government.

GNMA Certificates--are mortgage-backed securities which
represent a partial ownership interest in a pool of mortgage
loans issued by lenders such as mortgage bankers, commercial
banks and savings and loan associations. Each mortgage loan
included in the pool is either insured by the Federal Housing
Administration or guaranteed by the Veterans Administration.

FHLMC Bonds--are bonds issued and guaranteed by the
Federal Home Loan Mortgage Corporation.

FNMA Bonds--are bonds issued and guaranteed by the
Federal National Mortgage Association.

Federal Home Loan Bank Notes and Bonds--are notes and
bonds issued by the Federal Home Loan Bank System and are not
guaranteed by the U.S. Government.

Student Loan Marketing Association ("Sallie Mae") Notes
and Bonds--are notes and bonds issued by the Student Loan
Marketing Association.

Although this list includes a description of the primary
types of U.S. Government agency or instrumentality obligations in
which the Fund intends to invest, the Fund may invest in
obligations of U.S. Government agencies or instrumentalities
other than those listed above.

A-1

APPENDIX B

BOND RATINGS

Moody's Investors Service, Inc. ("Moody's")

Aaa: Bonds which are rated Aaa are judged to be of the
best quality. They carry the smallest degree of investment risk
and are generally referred to as "gilt edge." Interest payments
are protected by a large or by an exceptionally stable margin and
principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.

Aa: Bonds which are rated Aa are judged to be of high
quality by all standards. Together with the Aaa group they
comprise what are generally known as high grade bonds. They are
rated lower than the best bonds because margins of protection may
not be as large as in Aaa securities or fluctuations of
protective elements may be of greater amplitude or there may be
other elements present which make the long-term risks appear
somewhat larger than in Aaa securities.

A: Bonds which are rated A possess many favorable
investment attributes and are to be considered as upper medium
grade obligations. Factors giving security to principal and
interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the
future.

Baa: Bonds which are rated Baa are considered as medium
grade obligations, i.e., they are neither highly protected nor
poorly secured. Interest payments and principal security appear
adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as
well.

Ba: Bonds which are rated Ba are judged to have
speculative elements: their future cannot be considered as well
assured. Often the protection of Interest and principal payments
may be very moderate and thereby not well safeguarded during both
good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B: Bonds which are rated B generally lack
characteristics of the desirable investment. Assurance of
interest and principal payments or of maintenance of other terms
of the contract over any long period of time may be small.

B-1

Caa: Bonds which are rated Caa are of poor standing.
Such issues may be in default or there may be present elements of
danger with respect to principal or interest.

Ca: Bonds which are rated Ca represent obligations which
are speculative in a high degree. Such issues are often in
default or have other marked shortcomings.

C: Bonds which are rated C are the lowest rated class of
bonds, and issues so rated can be regarded as having extremely
poor prospects of ever attaining any real investment standing.

Absence of Rating: When no rating has been assigned or
when a rating has been suspended or withdrawn, it may be for
reasons unrelated to the quality of the issue.

Should no rating be assigned, the reason may be one of
the following:

1. An application for rating was not received or
accepted.

2. The issue or issuer belongs to a group of securities
that are not rated as a matter of policy.

3. There is a lack of essential data pertaining to the
issue or issuer.

4. The issue was privately placed, in which case the
rating is not published in Moody's publications.

Suspension or withdrawal may occur if new and material
circumstances arise, the effects of which preclude satisfactory
analysis; if there is no longer available reasonable up-to-date
data to permit a judgment to be formed; if a bond is called for
redemption; or for other reasons.

Note: Moody's applies numerical modifiers, 1, 2 and 3 in each
generic rating classification from Aa through B in its corporate
bond rating system. The modifier 1 indicates that the security
ranks in the higher end of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the modifier 3
indicates that the issue ranks in the lower end of its generic
rating category.

Standard & Poor's Ratings Services ("S&P")

AAA: Debt rated AAA has the highest rating assigned by
S&P. Capacity to pay interest and repay principal is extremely
strong.

B-2

AA: Debt rated AA has a very strong capacity to pay
interest and repay principal and differs from the highest rated
issues only in small degree.

A: Debt rated A has a strong capacity to pay interest
and repay principal although it is somewhat more susceptible to
the adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories.

BBB: Debt rated BBB normally exhibits adequate
protection parameters. However, adverse economic conditions or
changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for debt in this
category than in higher rated categories.

BB, B, CCC, CC, C: Debt rated BB, B, CCC, CC and C is
regarded as having significant speculative characteristics. BB
indicates the lowest degree of speculation and C the highest.
While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or
major exposures to adverse conditions.

BB: Debt rated BB is less vulnerable to nonpayment than
other speculative debt. However, it faces major ongoing
uncertainties or exposure to adverse business, financial or
economic conditions which could lead to an inadequate capacity to
pay interest and repay principal.

B: Debt rated B is more vulnerable to nonpayment than
debt rated BB, but there is capacity to pay interest and repay
principal. Adverse business, financial or economic conditions
will likely impair the capacity or willingness to pay principal
or repay interest.

CCC: Debt rated CCC is currently vulnerable to
nonpayment, and is dependent upon favorable business, financial
and economic conditions to pay interest and repay principal. In
the event of adverse business, financial or economic conditions,
it is not likely to be capacity to pay interest or repay
principal.

CC: Debt rated CC is currently highly vulnerable to
nonpayment.

C: The C rating may be used to cover a situation where a
bankruptcy petition has been filed or similar action has been
taken, but payments are being continued.

D: The D rating, unlike other ratings, is not
prospective; rather, it is used only where a default has actually
occurred.

B-3

Plus (+) or Minus(-): The ratings from "AA" to "CCC" may
be modified by the addition of a plus or minus sign to show
relative standing within the major rating categories.

NR: Not rated.

B-4

APPENDIX C

OPTIONS AND FUTURES

Options on U.S. and Foreign Government Securities

The Fund writes covered put and call options and
purchases put and call options on U.S. Government Securities and
Foreign Government Securities that are traded on United States
and foreign securities exchanges and over-the-counter. The Fund
also writes call options that are not covered for cross-hedging
purposes.

The writer of an option may have no control over when
the underlying securities must be sold, in the case of a call
option, or purchased, in the case of a put option, since with
regard to certain options, the writer may be assigned an exercise
notice at any time prior to the termination of the obligation.
Whether or not an option expires unexercised, the writer retains
the amount of the premium. This amount, of course, may, in the
case of a covered call option, be offset by a decline in the
market value of the underlying security during the option period.
If a call option is exercised, the writer experiences a profit or
loss from the sale of the underlying security. If a put option
is exercised, the writer must fulfill the obligation to purchase
the underlying security at the exercise price, which will usually
exceed the then market value of the underlying security.

The writer of an option that wishes to terminate its
obligation may effect a "closing purchase transaction." This is
accomplished by buying an option of the same series as the option
previously written. The effect of the purchase is that the
writer's position will be cancelled by the clearing corporation.
However, a writer may not effect a closing purchase transaction
after being notified of the exercise of an option. Likewise, an
investor who is the holder of an option may liquidate its
position by effecting a "closing sale transaction." This is
accomplished by selling an option of the same series as the
option previously purchased. There is no guarantee that either a
closing purchase or a closing sale transaction can be effected.

Effecting a closing transaction in the case of a written
call option will permit the Fund to write another call option on
the underlying security with either a different exercise price or
expiration date or both, or in the case of a written put option
will permit the Fund to write another put option to the extent
that the exercise price thereof is secured by deposited cash or
short-term securities. Also, effecting a closing transaction
will permit the cash or proceeds from the concurrent sale of any
securities subject to the option to be used for other Fund
investments. If the Fund desires to sell a particular security

C-1

from its portfolio on which it has written a call option, it will
effect a closing transaction prior to or concurrent with the sale
of the security.

The Fund will realize a profit from a closing
transaction if the price of the transaction is less than the
premium received from writing the option or is more than the
premium paid to purchase the option; the Fund will realize a loss
from a closing transaction if the price of the transaction is
more than the premium received from writing the option or is less
than the premium paid to purchase the option. Because increases
in the market price of a call option will generally reflect
increases in the market price of the underlying security, any
loss resulting from the repurchase of a call option is likely to
be offset in whole or in part by appreciation of the underlying
security owned by the Fund.

An option position may be closed out only where there
exists a secondary market for an option of the same series. If a
secondary market does not exist, it might not be possible to
effect closing transactions in particular options with the result
that the Fund would have to exercise the options in order to
realize any profit. If the Fund is unable to effect a closing
purchase transaction in a secondary market, it will not be able
to sell the underlying security until the option expires or it
delivers the underlying security upon exercise. Reasons for the
absence of a liquid secondary market include the following: (i)
there may be insufficient trading interest in certain options,
(ii) restrictions may be imposed by a national securities
exchange ("Exchange") on opening transactions or closing
transactions or both, (iii) trading halts, suspensions or other
restrictions may be imposed with respect to particular classes or
series of options or underlying securities, (iv) unusual or
unforeseen circumstances may interrupt normal operations on an
Exchange, (v) the facilities of an Exchange or the Options
Clearing Corporation may not at all times be adequate to handle
current trading volume, or (vi) one or more Exchanges could, for
economic or other reasons, decide or be compelled at some future
date to discontinue the trading of options (or a particular class
or series of options), in which event the secondary market on
that Exchange (or in that class or series of options) would cease
to exist, although outstanding options on that Exchange that had
been issued by the Options Clearing Corporation as a result of
trades on that Exchange would continue to be exercisable in
accordance with their terms.

The Fund may write options in connection with buy-and-
write transactions; that is, the Fund may purchase a security and
then write a call option against that security. The exercise
price of the call the Fund determines to write will depend upon
the expected price movement of the underlying security. The

C-2

exercise price of a call option may be below ("in-the-money"),
equal to ("at-the-money") or above ("out-of-the money") the
current value of the underlying security at the time the option
is written. Buy-and-write transactions using in-the-money call
options may be used when it is expected that the price of the
underlying security will remain flat or decline moderately during
the option period. Buy-and-write transactions using at-the-money
call options may be used when it is expected that the price of
the underlying security will remain fixed or advance moderately
during the option period. Buy-and-write transactions using out-
of-the-money call options may be used when it is expected that
the premiums received from writing the call option plus the
appreciation in the market price of the underlying security up to
the exercise price will be greater than the appreciation in the
price of the underlying security alone. If the call options are
exercised in such transactions, the Fund's maximum gain will be
the premium received by it for writing the option, adjusted
upwards or downwards by the difference between the Fund's
purchase price of the security and the exercise price. If the
options are not exercised and the price of the underlying
security declines, the amount of such decline will be offset in
part, or entirely, by the premium received.

The writing of covered put options is similar in terms
of risk/return characteristics to buy-and-write transactions. If
the market price of the underlying security rises or otherwise is
above the exercise price, the put option will expire worthless
and the Fund's gain will be limited to the premium received. If
the market price of the underlying security declines or otherwise
is below the exercise price, the Fund may elect to close the
position or take delivery of the security at the exercise price
and the Fund's return will be the premium received from the put
option minus the amount by which the market price of the security
is below the exercise price. Out-of-the-money, at-the-money, and
in-the-money put options may be used by the Fund in the same
market environments that call options are used in equivalent buy-
and-write transactions.

The Fund may purchase put options to hedge against a
decline in the value of its portfolio. By using put options in
this way, the Fund will reduce any profit it might otherwise have
realized in the underlying security by the amount of the premium
paid for the put option and by transaction costs.

The Fund may purchase call options to hedge against an
increase in the price of securities that the Fund anticipates
purchasing in the future. The premium paid for the call option
plus any transaction costs will reduce the benefit, if any,
realized by the Fund upon exercise of the option, and, unless the
price of the underlying security rises sufficiently, the option
may expire worthless to the Fund.

C-3

Futures Contracts

The Fund may enter into contracts for the purchase or
sale for future delivery of fixed-income securities or foreign
currencies, or contracts based on bonds or financial indices
including any index of U.S. Government Securities or Foreign
Government Securities. U.S. Futures contracts have been designed
by exchanges which have been designated "contracts markets" by
the Commodity Futures Trading Commission ("CFTC"), and must be
executed through a futures commission merchant, or brokerage
firm, which is a member of the relevant contract market. Futures
contracts trade on a number of exchange markets, and, through
their clearing corporations, the exchanges guarantee performance
of the contracts as between the clearing members of the exchange.
The Fund will enter into futures contracts which are based on
debt securities that are backed by the full faith and credit of
the U.S. Government, such as long-term U.S. Treasury Bonds,
Treasury Notes, Government National Mortgage Association modified
pass-through mortgage-backed securities and three-month U.S.
Treasury Bills. The Fund may also enter into futures contracts
which are based on non-U.S. Government bonds.

At the same time a futures contract is purchased or
sold, the Fund must allocate cash or securities as a deposit
payment ("initial deposit"). It is expected that the initial
deposit would be approximately 1 1/2%-5% of a contract's face
value. Daily thereafter, the futures contract is valued and the
payment of "variation margin" may be required, since each day the
Fund would provide or receive cash that reflects any decline or
increase in the contract's value.

At the time of delivery of securities pursuant to such a
contract, adjustments are made to recognize differences in value
arising from the delivery of securities with a different interest
rate from that specified in the contract. In some (but not many)
cases, securities called for by a futures contract may not have
been issued when the contract was written.

Although futures contracts by their terms call for the
actual delivery or acquisition of securities, in most cases the
contractual obligation is fulfilled before the date of the
contract without having to make or take delivery of the
securities. The offsetting of a contractual obligation is
accomplished by buying (or selling, as the case may be) on a
commodities exchange an identical futures contract calling for
delivery in the same month. Such a transaction, which is
effected through a member of an exchange, cancels the obligation
to make or take delivery of the securities. Since all
transactions in the futures market are made, offset or fulfilled
through a clearinghouse associated with the exchange on which the

C-4

contracts are traded, the Fund will incur brokerage fees when it
purchases or sells futures contracts.

The purpose of the acquisition or sale of a futures
contract, in the case of a portfolio, such as the portfolio of
the Fund, which holds or intends to acquire long-term fixed-
income securities, is to attempt to protect the Fund from
fluctuations in interest or foreign exchange rates without
actually buying or selling long-term fixed-income securities or
foreign currency. For example, if the Fund owns long-term bonds,
and interest rates are expected to increase, the Fund may enter
into futures contracts for the sale of debt securities. Such a
sale would have much the same effect as selling an equivalent
value of the long-term bonds owned by the Fund. If interest
rates did increase, the value of the debt securities in the
portfolio would decline, but the value of the futures contracts
to the Fund would increase at approximately the same rate,
thereby keeping the NAV of the Fund from declining as much as it
otherwise would have. The Fund could accomplish similar results
by selling bonds with long maturities and investing in bonds with
short maturities when interest rates are expected to increase.
However, since the futures market is more liquid than the cash
market, the use of futures contracts as an investment technique
allows the Fund to maintain a defensive position without having
to sell its portfolio securities.

Similarly, when it is expected that interest rates may
decline, futures contracts may be purchased to attempt to hedge
against anticipated purchases of long-term bonds at higher
prices. Since fluctuations in the value of futures contracts
should be similar to those of long-term bonds, the Fund could
take advantage of the anticipated rise in the value of long-term
bonds without actually buying them until the market had
stabilized. At that time, the futures contracts could be
liquidated and the Fund could then buy long-term bonds on the
cash market. To the extent the Fund enters into futures
contracts for this purpose, the assets in the segregated asset
account maintained to cover the Fund's obligations with respect
to such futures contracts will consist of cash, cash equivalents
or high quality debt securities from its portfolio in an amount
equal to the difference between the fluctuating market value of
such futures contracts and the aggregate value of the initial and
variation margin payments made by the Fund with respect to such
futures contracts.

The ordinary spreads between prices in the cash and
futures markets, due to differences in the nature of those
markets, are subject to distortions. First, all participants in
the futures market are subject to initial deposit and variation
margin requirements. Rather than meeting additional variation
margin requirements, investors may close futures contracts

C-5

through offsetting transactions which could distort the normal
relationship between the cash and futures markets. Second, the
liquidity of the futures market depends on participants entering
into offsetting transactions rather than making or taking
delivery. To the extent participants decide to make or take
delivery, liquidity in the futures market could be reduced, thus
producing distortion. Third, from the point of view of
speculators, the margin deposit requirements in the futures
market are less onerous than margin requirements in the
securities market. Therefore, increased participation by
speculators in the futures market may cause temporary price
distortions. Due to the possibility of distortion, a correct
forecast of general interest rate trends by the Adviser may still
not result in a successful transaction.

In addition, futures contracts entail risks. Although
the Fund believes that use of such contracts will benefit the
Fund, if the Adviser's investment judgment about the general
direction of interest rates is incorrect, the Fund's overall
performance would be poorer than if it had not entered into any
such contract. For example, if the Fund has hedged against the
possibility of an increase in interest rates which would
adversely affect the price of bonds held in its portfolio and
interest rates decrease instead, the Fund will lose part or all
of the benefit of the increased value of its bonds which it has
hedged because it will have offsetting losses in its futures
positions. In addition, in such situations, if the Fund has
insufficient cash, it may have to sell bonds from its portfolio
to meet daily variation margin requirements. Such sales of bonds
may be, but will not necessarily be, at increased prices which
reflect the rising market. The Fund may have to sell securities
at a time when it may be disadvantageous to do so.

Options on Futures Contracts

The Fund purchases and writes options on futures
contracts for hedging purposes. The purchase of a call option on
a futures contract is similar in some respects to the purchase of
a call option on an individual security. Depending on the
pricing of the option compared to either the price of the futures
contract upon which it is based or the price of the underlying
debt securities, it may or may not be less risky than ownership
of the futures contract or underlying debt securities. As with
the purchase of futures contracts, when the Fund is not fully
invested it may purchase a call option on a futures contract to
hedge against a market advance due to declining interest rates.

The writing of a call option on a futures contract
constitutes a partial hedge against declining prices of the
security or foreign currency which is deliverable upon exercise
of the futures contract. If the futures price at expiration of

C-6

the option is below the exercise price, the Fund will retain the
full amount of the option premium which provides a partial hedge
against any decline that may have occurred in the Fund's
portfolio holdings. The writing of a put option on a futures
contract constitutes a partial hedge against increasing prices of
the security or foreign currency which is deliverable upon
exercise of the futures contract. If the futures price at
expiration of the option is higher than the exercise price, the
Fund will retain the full amount of the option premium which
provides a partial hedge against any increase in the price of
securities which the Fund intends to purchase. If a put or call
option the Fund has written is exercised, the Fund will incur a
loss which will be reduced by the amount of the premium it
receives. Depending on the degree of correlation between changes
in the value of its portfolio securities and changes in the value
of its futures positions, the Fund's losses from existing options
on futures may to some extent be reduced or increased by changes
in the value of portfolio securities.

The purchase of a put option on a futures contract is
similar in some respects to the purchase of protective put
options on portfolio securities. For example, the Fund may
purchase a put option on a futures contract to hedge the Fund's
portfolio against the risk of rising interest rates.

The amount of risk the Fund assumes when it purchases an
option on a futures contract is the premium paid for the option
plus related transaction costs. In addition to the correlation
risks discussed above, the purchase of an option also entails the
risk that changes in the value of the underlying futures contract
will not be fully reflected in the value of the option purchased.

The Fund's ability to engage in the options and futures
strategies described above will depend on the availability of
liquid markets in such instruments. Markets in options and
futures with respect to U.S. government Securities are relatively
new and still developing. It is impossible to predict the amount
of trading interest that may exist in various types of options or
futures. Therefore no assurance can be given that the Fund will
be able to utilize these instruments effectively for the purposes
set forth above. Furthermore, the Fund's ability to engage in
options and futures transactions may be limited by tax
considerations.

Options on Foreign Currencies

The Fund may purchase and write options on foreign
currencies for hedging purposes in a manner similar to that in
which futures contracts on foreign currencies, or forward
contracts, will be utilized. For example, a decline in the
dollar value of a foreign currency in which portfolio securities

C-7

are denominated will reduce the dollar value of such securities,
even if their value in the foreign currency remains constant. In
order to protect against such diminutions in the value of
portfolio securities, the Fund may purchase put options on the
foreign currency. If the value of the currency does decline, the
Fund will have the right to sell such currency for a fixed amount
in dollars and will thereby offset, in whole or in part, the
adverse effect on its portfolio which otherwise would have
resulted.

Conversely, where a rise in the dollar value of a
currency in which securities to be acquired are denominated is
projected, thereby increasing the cost of such securities, the
Fund may purchase call options thereon. The purchase of such
options could offset, at least partially, the effects of the
adverse movements in exchange rates. As in the case of other
types of options, however, the benefit to the Fund deriving from
purchases of foreign currency options will be reduced by the
amount of the premium and related transaction costs. In
addition, where currency exchange rates do not move in the
direction or to the extent anticipated, the Fund could sustain
losses on transactions in foreign currency options which would
require it to forego a portion or all of the benefits of
advantageous changes in such rates.

The Fund may write options on foreign currencies for the
same types of hedging purposes. For example, where the Fund
anticipates a decline in the dollar value of foreign currency
denominated securities due to adverse fluctuations in exchange
rates it could, instead of purchasing a put option, write a call
option on the relevant currency. If the expected decline occurs,
the option will most likely not be exercised, and the diminution
in value of portfolio securities will be offset by the amount of
the premium received.

Similarly, instead of purchasing a call option to hedge
against an anticipated increase in the dollar cost of securities
to be acquired, the Fund could write a put option on the relevant
currency which, if rates move in the manner projected, will
expire unexercised and allow the Fund to hedge such increased
cost up to the amount of the premium. As in the case of other
types of options, however, the writing of a foreign currency
option will constitute only a partial hedge up to the amount of
the premium, and only if rates move in the expected direction.
If this does not occur, the option may be exercised and the Fund
would be required to purchase or sell the underlying currency at
a loss which may not be offset by the amount of the premium.
Through the writing of options on foreign currencies, the Fund
also may be required to forego all or a portion of the benefits
which might otherwise have been obtained from favorable movements
in exchange rates.

C-8

The Fund writes covered call options on foreign
currencies. A call option written on a foreign currency by the
Fund is "covered" if the Fund owns the underlying foreign
currency covered by the call or has an absolute and immediate
right to acquire that foreign currency without additional cash
consideration (or for additional cash consideration held in a
segregated account by its Custodian) upon conversion or exchange
of other foreign currency held in its portfolio. A call option
is also covered if the Fund has a call on the same foreign
currency and in the same principal amount as the call written
where the exercise price of the call held (a) is equal to or less
than the exercise price of the call written or (b) is greater
than the exercise price of the call written if the difference is
maintained by the Fund in cash and high grade U.S. Government
Securities in a segregated account with its Custodian.

The Fund also writes call options on foreign currencies
that are not covered for cross-hedging purposes. A call option
on a foreign currency is for cross-hedging purposes if it is not
covered, but is designed to provide a hedge against a decline,
due to an adverse change in the exchange rate, in the U.S. dollar
value of a security which the Fund owns or has the right to
acquire and which is denominated in the currency underlying the
option. In such circumstances, the Fund collateralizes the
option by maintaining in a segregated account with the Fund's
Custodian, cash or U.S. Government Securities in an amount not
less than the value of the underlying foreign currency in U.S.
dollars marked to market daily.

Additional Risks of Options on U.S. and Foreign Government
Securities, Options on Futures Contracts, Forward Contracts and
Options on Foreign Currencies

Unlike transactions entered into by the Fund in futures
contracts, options on foreign currencies and forward contracts
are not traded on contract markets regulated by the CFTC or (with
the exception of certain foreign currency options) by the SEC.
To the contrary, such instruments are traded through financial
institutions acting as market-makers, although foreign currency
options are also traded on certain national securities exchanges,
such as the Philadelphia Stock Exchange and the Chicago Board
Options Exchange, subject to SEC regulation. Similarly, options
on securities may be traded over-the-counter. In an over-the-
counter trading environment, many of the protections afforded to
exchange participants will not be available. For example, there
are no daily price fluctuation limits, and adverse market
movements could therefore continue to an unlimited extent over a
period of time. Although the purchaser of an option cannot lose
more than the amount of the premium plus related transaction
costs, this entire amount could be lost. Moreover, the option
writer and a trader of forward contracts could lose amounts

C-9

substantially in excess of their initial investments, due to the
margin and collateral requirements associated with such
positions.

Options on foreign currencies traded on national
securities exchanges are within the jurisdiction of the SEC, as
are other securities traded on such exchanges. As a result, many
of the protections provided to traders on organized exchanges
will be available with respect to such transactions. In
particular, all foreign currency option positions entered into on
a national securities exchange are cleared and guaranteed by the
Options Clearing Corporation ("OCC"), thereby reducing the risk
of counterparty default. Further, a liquid secondary market in
options traded on a national securities exchange may be more
readily available than in the over-the-counter market,
potentially permitting the Fund to liquidate open positions at a
profit prior to exercise or expiration, or to limit losses in the
event of adverse market movements.

The purchase and sale of exchange-traded foreign
currency options, however, is subject to the risks of the
availability of a liquid secondary market described above, as
well as the risks regarding adverse market movements, margining
of options written, the nature of the foreign currency market,
possible intervention by governmental authorities and the effects
of other political and economic events. In addition, exchange-
traded options on foreign currencies involve certain risks not
presented by the over-the-counter market. For example, exercise
and settlement of such options must be made exclusively through
the OCC, which has established banking relationships in
applicable foreign countries for this purpose. As a result, the
OCC may, if it determines that foreign governmental restrictions
or taxes would prevent the orderly settlement of foreign currency
option exercises, or would result in undue burdens on the OCC or
its clearing member, impose special procedures on exercise and
settlement, such as technical changes in the mechanics of
delivery of currency, the fixing of dollar settlement prices or
prohibitions, on exercise.

In addition, options on U.S. Government Securities and
Foreign Government Securities, futures contracts, options on
futures contracts, forward contracts and options on foreign
currencies may be traded on foreign exchanges. Such transactions
are subject to the risk of governmental actions affecting trading
in or the prices of foreign currencies or securities. The value
of such positions also could be adversely affected by (i) other
complex foreign political and economic factors, (ii) lesser
availability than in the United States of data on which to make
trading decisions, (iii) delays in the Fund's ability to act upon
economic events occurring in foreign markets during nonbusiness
hours in the United States, (iv) the imposition of different

C-10

exercise and settlement terms and procedures and margin
requirements than in the United States, and (v) lesser trading
volume.

Future Developments

The Fund may, following written notice thereof to its
stockholders, take advantage of opportunities in the area of
options and futures contracts and options on futures contracts
which are not presently contemplated for use by the Fund or which
are not currently available but which may be developed, to the
extent such opportunities are both consistent with the Fund's
investment objective and legally permissible for the Fund. Such
opportunities, if they arise, may involve risks which exceed
those involved in the options and futures activities described
above.

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00250262.AB5