SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ X / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ACM Income Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X / No fee required
/ / Fee computed on table below per Exchange Act Rule 14a-
6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[LOGO OF ALLIANCE CAPITAL]
ACM INCOME FUND, INC.
ACM GOVERNMENT OPPORTUNITY FUND, INC.
ACM MANAGED INCOME FUND, INC.
ACM MUNICIPAL SECURITIES INCOME FUND, INC.
ACM MANAGED DOLLAR INCOME FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
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1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
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NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
March 20, 2002
To the Stockholders of ACM Income Fund, Inc. ("ACM I"), ACM
Government Opportunity Fund, Inc. ("ACM IV"), ACM Managed Income
Fund, Inc. ("ACM V"), ACM Municipal Securities Income Fund, Inc.
("ACM VII"), ACM Managed Dollar Income Fund, Inc. ("ACM VIII"),
Alliance World Dollar Government Fund, Inc. ("AWDGF"), Alliance
World Dollar Government Fund II, Inc. ("AWDGF II") and Alliance
All-Market Advantage Fund, Inc. ("AMA"):
Notice is hereby given that a Joint Annual Meeting of
Stockholders (the "Meeting") of ACM I, ACM IV, ACM V, ACM VII,
ACM VIII, AWDGF, AWDGF II and AMA (individually, a "Fund" and
collectively, the "Funds") will be held at the offices of the
Funds, 1345 Avenue of the Americas, 33rd Floor, New York, New
York 10105, on March 20, 2002 at 11:00 a.m., for the following
purposes, all of which are more fully described in the
accompanying Proxy Statement dated February 18, 2002:
1. To elect three Directors of each Fund, each such
Director to hold office for a term of three years and until his
successor is duly elected and qualifies;
2. To approve an amendment to each Fund's charter to
authorize the Board of Directors from time to time to amend the
charter to increase or decrease the number of authorized shares
of stock of any class or series without further action by the
stockholders; and
3. To transact such other business as may properly come
before the Meeting.
The Board of Directors of each Fund has fixed the close of
business on December 28, 2001 as the record date for the
determination of stockholders entitled to notice of, and to vote
at, the Meeting or any postponement or adjournment thereof. The
enclosed proxy is being solicited on behalf of the Board of
Directors of each Fund.
By Order of the Boards of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
February 18, 2002
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YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the enclosed
Proxy Card, sign and date it, and return it in the envelope
provided, which needs no postage if mailed in the United States.
Your vote is very important no matter how many shares you own.
Please mark and mail your proxy promptly in order to save the
Funds any additional cost of further proxy solicitation and in
order for the Meeting to be held as scheduled.
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(R)This registered service mark used under license from the
owner, Alliance Capital Management L.P.
PROXY STATEMENT
ACM INCOME FUND, INC.
ACM GOVERNMENT OPPORTUNITY FUND, INC.
ACM MANAGED INCOME FUND, INC.
ACM MUNICIPAL SECURITIES INCOME FUND, INC.
ACM MANAGED DOLLAR INCOME FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
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JOINT ANNUAL MEETING OF STOCKHOLDERS
March 20, 2002
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INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the respective Boards of
Directors of ACM Income Fund, Inc. ("ACM I"), ACM Government
Opportunity Fund, Inc. ("ACM IV"), ACM Managed Income Fund, Inc.
("ACM V"), ACM Municipal Securities Income Fund, Inc. ("ACM
VII"), ACM Managed Dollar Income Fund, Inc. ("ACM VIII"),
Alliance World Dollar Government Fund, Inc. ("AWDGF"), Alliance
World Dollar Government Fund II, Inc. ("AWDGF II") and Alliance
All-Market Advantage Fund, Inc. ("AMA"), each of which is a
Maryland corporation (individually, a "Fund" and collectively,
the "Funds"), to be voted at a Joint Annual Meeting of
Stockholders of the Funds (the "Meeting"), to be held at the
offices of the Funds, 1345 Avenue of the Americas, 33rd Floor,
New York, New York 10105, on March 20, 2002 at 11:00 a.m. The
solicitation will be by mail and the cost for each Fund will be
borne by that Fund. The Notice of Meeting, Proxy Statement and
Proxy Card are being mailed to stockholders on or about
February 18, 2002.
The Board of Directors of the Funds have fixed the close of
business on December 28, 2001 as the record date for the
determination of stockholders entitled to notice of, and to vote
at, the Meeting and any postponement or adjournment thereof. The
outstanding voting shares of the Funds as of December 28, 2001
consisted of 224,216,861 shares of common stock of ACM I,
12,555,056 shares of common stock of ACM IV, 24,195,856 shares of
common stock and 950 shares of Remarketed Preferred Stock, Series
A of ACM V, 10,929,793 shares of common stock and 1,200 shares of
each of Municipal Income Preferred Shares, Series A, Series B and
Series C of ACM VII, 22,201,898 shares of common stock of ACM
VIII, 8,777,373 shares of common stock of AWDGF, 77,850,368
shares of common stock of AWDGF II and 3,621,980 shares of common
stock of AMA, each share being entitled to one vote.
At the Meeting, the holders of the preferred stock of ACM V
and the holders of each series of preferred stock of ACM VII will
have equal voting rights with the holders of the common stock of
ACM V and ACM VII (i.e., one vote per share), respectively, and,
except as discussed below, will vote together with the holders of
ACM V and ACM VII common stock, respectively, as a single class
on all proposals to be brought before the Meeting applicable to
their respective Funds. The holders of the preferred stock of
these Funds, voting separately as a class, have the right to
elect two Directors of their Fund. The holders of the common
stock of these Funds do not have the right to vote with respect
to the election of those two Directors. In the case of both ACM
V and ACM VII, these Directors are Ms. Ruth Block and Dr. James
M. Hester. Dr. Hester is standing for re-election at the Meeting,
as his current term expires as of then. Ms. Block is not
standing for re-election at the Meeting, as her term does not
expire until 2003.
All properly executed and timely received proxies will be
voted at the Meeting in accordance with the instructions marked
thereon or otherwise provided therein. Accordingly, unless
instructions to the contrary are marked, (i) proxies from the
holders of the common stock of ACM V and ACM VII will be voted
for two Directors and (ii) all other proxies, including those
from the holders of the preferred stock of ACM V and ACM VII will
be voted for the election of three Directors. Any stockholder
may revoke that stockholder's proxy at any time prior to exercise
thereof by giving written notice to the Secretary of the Funds at
1345 Avenue of the Americas, New York, New York 10105, by signing
another proxy of a later date or by voting in person at the
Meeting.
Properly executed proxies may be returned with instructions
to abstain from voting or to withhold authority to vote (an
"abstention") or represent a broker "non-vote" (which is a proxy
from a broker or nominee indicating that the broker or nominee
has not received instructions from the beneficial owner or other
person entitled to vote shares on a particular matter with
respect to which the broker or nominee does not have the
discretionary power to vote). The shares represented by such a
proxy will be considered present for purposes of determining the
existence of a quorum for the transaction of business but, not
being cast, will have no effect on the outcome of matters to be
determined by a plurality or majority of the votes cast on such
2
matters (e.g. Proposal One). With respect to Proposal Two, the
adoption of which requires the affirmative vote of a specified
proportion of the outstanding shares of a Fund, an abstention or
broker non-vote will have the effect of a vote against the
matter. If any proposal, other than Proposals One and Two,
properly comes before the Meeting, shares represented by the
proxies will be voted on all such proposals in the discretion of
the person, or persons, voting the proxies.
The Meeting is scheduled as a joint meeting of the
stockholders of the Funds because the stockholders of all the
Funds are to consider and vote on similar matters. Stockholders
of each Fund will vote separately on each proposal set forth
herein and on any other matters that may arise for that Fund, and
an unfavorable vote on a proposal by the stockholders of one Fund
will not affect the implementation of the proposal by any other
Fund if such proposal is approved by the stockholders of the
other Fund.
A quorum for each Fund for the Meeting will consist of the
presence in person or by proxy of the holders of a majority of
the total outstanding shares of common stock, and preferred
stock, if any, of the particular Fund, except that a quorum for
the election of Dr. Hester as a Director of ACM V and ACM VII
will consist of the presence in person or by proxy of the holders
of a majority of the outstanding shares of preferred stock of the
respective Funds. In the event that a quorum is not present at
the Meeting for a Fund or, even if a quorum is so present, in the
event that sufficient votes in favor of the positions recommended
by the Board of Directors on any proposal described in the Proxy
Statement with respect to a Fund are not timely received, the
persons named as proxies may propose and vote for one or more
adjournments of the Meeting with respect to that Fund, with no
other notice than announcement at the Meeting, in order to permit
further solicitation of proxies. The Meeting may be adjourned
with respect to fewer than all of the proposals in the Proxy
Statement, and a stockholder vote may be taken on any one of the
proposals prior to any adjournment if sufficient votes have been
received for approval thereof. Shares represented by proxies
indicating a vote contrary to the position recommended by the
Board of Directors on a proposal, including, as to Proposal Two,
abstentions and broker non-votes will be voted against
adjournment as to that proposal.
Each Fund has engaged Georgeson Shareholder Communications,
Inc., 17 State Street, New York, New York 10004, to assist in
soliciting proxies for the Meeting. Georgeson Shareholder
Communications, Inc. will receive a total fee of $37,000 for its
services, to be paid by the Funds as follows: ACM I-- $7,500, ACM
IV--$3,500, ACM V--$4,000, ACM VII--3,500 $, ACM VIII--$4,000,
3
AWDGF--$3,500, AWDGF II--$7,500, and AMA--$3,500, plus
reimbursement of out-of-pocket expenses.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, three Directors of each Fund will be elected
to serve for terms of three years, and, in each case, until his
successor is elected and qualifies. The affirmative vote of a
plurality of the votes cast by the stockholders of a Fund is
required to elect a Director, except that the affirmative vote of
a plurality of the votes cast by the holders of the preferred
stock of ACM V and ACM VII is required to elect Dr. Hester as a
Director of those Funds. It is the intention of the persons named
in the enclosed proxy to nominate and vote in favor of the
election of three individuals in Class Two, as described below.
Pursuant to the Funds' respective Charters and By-Laws, the
Board of Directors of each Fund has been divided into three
classes. With respect to all of the Funds, the terms of the
members in Class Two will expire as of the Meeting, the terms of
the members in Class Three will expire as of the annual meeting
of stockholders to be held in 2003 and the terms of the members
in Class One will expire as of the annual meeting of stockholders
to be held in 2004. Upon expiration of the terms of the members
of a class as set forth above, the terms of their successors in
that class will continue until the respective stated expirations
of their terms and until their successors are duly elected and
qualify.
Under this classified Board structure, only those Directors
in a single class may be replaced in any one year. It would
require two years to change a majority of the Board of Directors
of a Fund, although Maryland law provides that stockholders may
remove Directors under certain circumstances even if they are not
then standing for re-election and, under regulations of the
Securities and Exchange Commission (the "Commission"),
appropriate stockholder proposals may be included in the Funds'
annual proxy statements. This classified Board structure, which
may be regarded as an "anti-takeover" provision, may make it more
difficult for a Fund's stockholders to change the majority of
Directors of the Fund and, thus, have the effect of maintaining
the continuity of management.
At the Meeting, three Directors in Class Two of each of the
Funds are standing for re-election. Mr. William H. Foulk, Jr.
and Dr. James M. Hester are standing for re-election for each of
the Funds, Mr. David H. Dievler is standing for re-election for
ACM I, ACM IV, ACM V and ACM VII and Mr. John H. Dobkin is
standing for re-election for ACM VIII, AWDGF, AWDGF II and AMA.
4
Each nominee has consented to serve as a Director. The Boards of
Directors know of no reason why any of these nominees will be
unable to serve, but in the event of such inability, the proxies
received will be voted for such substitute nominees as the Boards
of Directors may recommend.
Certain information concerning the Funds' Directors is set
forth below. With respect to each Fund, only the Class Two
Directors are standing for re-election.
Number of
Year Portfolios
Term in Fund
as a Principal complex
Director Years of Occuption(s) Overseen Other Director-
Will Service as During Past by ships Held
Name, Address and Age Expire a Director 5 Years Director by Director
--------------------- -------- ---------- ------------- ---------- ---------------
INTERESTED DIRECTOR**
New York, NY 10105 Class Three (2003) ACM I: 15 President, Chief 113 None
Operating Officer
Chairman of the Board of ACM IV, V: 14 and a Director of
each of the Funds Alliance Capital
AWDGF: 10 Management
Corporation, the
ACM VIII, AWDGF II: general partner of
9 the Adviser
("ACMC"), with which
ACM VII, AMA: 8 he has been
associated since
prior to 1997.
DISINTERESTED DIRECTORS
Ruth Block,***+, 71 Class Three (2003) ACM I: 15 Formerly an 88 Ecolab Inc.
P.O. Box 4623, Executive Vice (specialty
Stamford, CT 06903 ACM IV, V: 14 President and Chief chemicals);
Insurance Officer of
AWDGF: 10 The Equitable; BP Amoco Corporation
Chairman and Chief (oil and gas).
ACM VIII, AWDGF II: Executive Officer of
9 Evlico; and a
Director of Avon,
ACM VII, AMA: 8 Tandem Financial
Group and Donaldson,
5
Lufkin & Jenrette
Securities
Corporation.
David H. Dievler,***+, 72 Class One (ACM VIII, ACM I: 15 Independent 94 None
P.O. Box 167, AWDGF, AWDGF II and Consultant. Until
Spring Lake, NJ 07762 AMA 2004) ACM IV, V: 14 December 1994,
Senior Vice
Class Two (ACM I, AWDGF: 10 President of ACMC
IV, V and VII responsible for
2005++) ACM VIII, AWDGF II: mutual fund
9 administration.
Prior to joining
ACM VII, AMA: 8 ACMC in 1984, Chief
Financial Officer of
Eberstadt Asset
Management since
1968. Prior to that,
Senior Manager at
Price Waterhouse &
Co., member of the
American Institute
of Certified Public
Accountants since
1953.
John H. Dobkin,***+, 59 Class One (ACM I, AWDGF: 15 Consultant. 91 None
P.O.Box 12, IV, V and VII 2004) Currently, President
Annadale, NY 12504 ACM VIII, AWDGF II: of the Board of Save
Class Two (ACM VIII, 14 Venice, Inc.
AWDGF, AWDGF II, AMA (preservation
2005++) AMA: 13 organization).
Formerly a Senior
ACM I, IV, V, VII: 4 Adviser (June 1999-
June 2000) and
President (December
1989-May 1999) of
Historic Hudson
Valley (historic
preservation).
Previously, Director
of the National
Academy of Design.
During 1998-92,
Director and
Chairman of the
Audit Committee of
ACMC.
William H. Foulk, Class Two (2005++) AWDGF: 10 Investment Adviser 91 None
Jr.,***+, 69 and Independent
6
2 Greenwich Plaza ACM VIII, AWDGF II: Consultant. Formerly
Greenwich, CT 06830 8 Senior Manager of
Barrett Associates,
AMA: 7 Inc., a registered
investment adviser,
ACM I, IV, V, VII: 4 with which he had
been associated
since prior to 1997.
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,***+, Class Two (2005++) ACM I: 15 President of The 8 None
77 Harry Frank
The Harry Frank ACM IV, V: 14 Guggenheim
Guggenheim Foundation Foundation, with
527 Madison Avenue AWDGF: 10 which he has been
New York, NY 10022-4301 associated since
ACM VIII, AWDGF II: prior to 1997.
9 Formerly President
of New York
ACM VII, AMA: 8 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,***+, Class One (2004) ACM I: 15 Senior Counsel of 91 Placer Dome, Inc.
62 the law firm of (mining).
St. Bernards Road ACM IV, V: 14 Cahill Gordon &
Gladstone, NJ 07934 Reindel, with which
AWDGF: 10 he has been
associated since
ACM VIII, AWDGF II: prior to 1997.
9 President and Chief
Executive Officer
ACM VII, AMA: 8 and Director of
Wenonah Development
Company
(investments).
7
Donald J. Robinson,***+, Class One (2004) ACM I, IV, V, VII Senior Counsel of 103 None
67 and VIII, AWDGF, the law firm of
98 Hells Peak Road AWDGF II and AMA: 7 Orrick, Herrington &
Weston, VT 05161 Sutcliffe LLP since
January 1997.
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.
593:
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* "Years of Service" refers to the total number of years the Director has served as a Director.
** "Interested person," as defined in the Investment Company Act of 1940, as amended (the "Act"), of
each Fund because of an affiliation with the Funds' investment adviser, Alliance Capital Management L.P.
(the "Adviser").
*** Member of the Audit Committee of each Fund.
+ Member of the Nominating Committee of each Fund.
++ If re-elected at the Meeting.
It is the policy of the Boards of Directors of all registered
investment companies to which the Adviser provides investment
advisory services, including the Funds (collectively, the
"Alliance Fund Complex"), that each Director will invest
specified minimum amounts, and (in the case of most of the
Directors of the Funds) an overall total of at least $150,000, in
shares of investment companies in the Alliance Fund Complex.
The dollar range of the Funds' securities owned by each
Director and the aggregate dollar range of securities owned in
the Alliance Fund Complex is set forth below.
8
Aggregate Dollar
Range of Equity
Securities of the
Funds in the
Dollar Range of Equity Alliance Fund
Securities of the Funds Complex as of
as of December 31, 2001 December 31, 2001
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John D. Carifa ACM I: $10,001-$50,000 over $100,000
AWDGF II: $1-$10,000
AMA: $10,001-$50,000
Ruth Block ACM I: $10,001-$50,000 over $100,000
ACM V: $10,001-$50,000
ACM VIII: $10,001-$50,000
AWDGF II: $10,001-$50,000
AMA: $10,001-$50,000
David H. Dievler ACM I: $10,001-$50,000 over $100,000
ACM IV: $1-$10,000
AWDGF II: $1-$10,000
AMA: $10,001-$50,000
John H. Dobkin AWDGF II: $1-$10,000 over $100,000
AMA: $10,001-$50,000
William H. Foulk, Jr. ACM I: $10,001-$50,000 over $100,000
ACM IV: $1-$10,000
ACM V: $1-$10,000
ACM VII: $1-$10,000
ACM VIII: $1-$10,000
AWDGF: $1-$10,000
AWDGF II: $1-$10,000
AMA: $10,001-$50,000
Dr. James M. Hester ACM I: $10,001-$50,000 over $100,000
ACM IV: $1-$10,000
ACM V: $1-$10,000
AWDGF: $1-$10,000
AMA: $10,001-$50,000
9
Clifford L. Michel ACM I: $10,001-$50,000 over $100,000
ACM IV: $1-$10,000
ACM V: $1-$10,000
ACM VII: $10,001-$50,000
ACM VIII: $1-$10,000
AWDGF: $10,001-$50,000
AWDGF II: $1-$10,000
AMA: $10,001-$50,000
Donald J. Robinson ACM V: $1-$10,000 over $100,000
ACM VIII: $10,001-$50,000
AMA: $50,001-$100,000
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As of December 28, 2001, the Directors and officers of each
Fund as a group owned less than 1% of the shares of any Fund.
During each Fund's most recently completed fiscal year, the Funds
Directors as a group did not engage in the purchase or sale of
more than 1% of any class of securities of the Adviser or of any
of its parents or subsidiaries.
During its fiscal year ended in 2001, the Board of Directors
of ACM I met 8 times; of ACM IV, 7 times; of ACM V, 7 times; of
ACM VII, 7 times; of ACM VIII, 7 times; of AWDGF, 6 times; of
AWDGF II, 8 times; and of AMA 7 times. Each Fund's Board of
Directors has two standing committees of the Board an Audit
Committee and a Nominating Committee. The members of the Audit
and Nominating Committees are identified above in the table
listing Directors of the Funds. The Audit Committee of each Fund
meets during the fiscal year for the purposes set forth in the
Audit Committee Charter. The Audit Committees of each of the
Funds met 3 times during their Fund's most recently completed
fiscal year, except the Audit Committee of AWDGF II met 2 times
during its most recently completed fiscal year. The Nominating
Committees of the Funds did not meet during the Funds' respective
most recently completed fiscal years. The Nominating Committees
were constituted for the purpose nominating persons to fill any
vacancies on the Boards of Directors and do not currently
consider for nomination candidates proposed by stockholders.
In accordance with the rules of the New York Stock Exchange,
the Boards of Directors have determined that the members of the
Audit Committees are independent as defined in Section
303.01(B)(2)(a) and (3) of the New York Stock Exchange Listed
Company Manual.
None of the Funds pays any fees to, or reimburses expenses
of, any Director during a time when the Director is considered an
"interested person" of the Fund, as defined in the Act. The
aggregate compensation paid by the Funds to the Directors during
10
the Funds' respective fiscal years ended in 2001, the aggregate
compensation paid to the Directors during calendar year 2001 by
all of the investment companies in the Alliance Fund Complex, and
the total number of investment companies (and separate investment
portfolios within those companies) in the Alliance Fund Complex
with respect to which the Directors serve as a director or
trustee, are set forth below. Neither the Funds nor any other
investment company in the Alliance Fund Complex provides
compensation in the form of pension or retirement benefits to any
of its directors or trustees.
Number of
Number of Investment
Investment Portfolios
Companies within the
in the Alliance
Compensa- Alliance Fund
tion from Fund Complex,
the Complex, including
Alliance including the Funds,
Fund the Funds, as to
Compensation Complex, as to which which the
from the Funds including the Director Director is
during their the Funds, is a Director a Director
Name of Director Fiscal Years during 2001 or Trustee or Trustee
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John D. Carifa $-0- $-0- 49 113
Ruth Block $6,260 ACM I $186,050.00 38 88
$4,280 ACM IV
$3,893 ACM V
$1,914.25 ACM VII
$4,455 ACM VIII
$3,521 AWDGF
$3,529 AWDGF II
$3,955 AMA
David H. Dievler $7,760 ACM I $244,350.00 44 94
$4,280 ACM IV
$3,893 ACM V
$1914.25 ACM VII
$4,455 ACM VIII
$3,521 AWDGF
$3,637 AWDGF II
$3,955 AMA
11
John H. Dobkin $6,260 ACM I $210,900.00 41 91
$4,280 ACM IV
$3,893 ACM V
$1914.25 ACM VII
$4,454 ACM VIII
$3,521 AWDGF
$3,638 AWDGF II
$3,955 AMA
William H. $7,760 ACM I $249,400.00 45 91
Foulk, Jr. $4,280 ACM IV
$3,893 ACM V
$1914.25 ACM VII
$4,455 ACM VIII
$3,521 AWDGF
$3,635 AWDGF II
$3,955 AMA
Dr. James M. $9,062 ACM I $90,650.00 8 8
Hester $7,540 ACM IV
$7,403 ACM V
$4,231 ACM VII
$7,215 ACM VIII
$6,842 AWDGF
$5,012 AWDGF II
$7,215 AMA
Clifford L. Michel $6,260 ACM I $199,087.50 39 91
$4,280 ACM IV
$3,705 ACM V
$1914.25 ACM VII
$4,455 ACM VIII
$3,521 AWDGF
$3,638 AWDGF II
$3,955 AMA
Donald J. Robinson $6,260 ACM I $186,050.00 41 103
$4,280 ACM IV
$3,893 ACM V
$1914.25 ACM VII
$4,455 ACM VIII
$3,521 AWDGF
$3,636 AWDGF II
$3,955 AMA
12
Officer Information
Certain information concerning the Funds' officers is set
forth below. The Funds' officers do not serve for fixed terms.
Position(s) Principal
(Month and Year Occupation during
Name, Address and Age* First Elected) the past 5 years
-----------------------------------------------------------------------------
John D. Carifa (56) AMC I Chairman of the See biography above.
Board (12/94)
AMC IV Chairman of the
Board & President
(12/94)
AMC V Chairman of the
Board & President
(12/94)
AMC VII Chairman of the
Board & President
(12/94)
AMC VIII Chairman of
the Board (4/95)
AWDGF Chairman of the
Board(4/95)
AWDGF II Chairman of
the Board (4/95)
AMA Chairman of the
Board & President (1/95)
Wayne D. Lyski (60) ACM I President (6/87) Executive Vice President
of ACMC,** with which he
ACM IV Senior Vice has been associated
President (7/88) since prior to 1997.
ACM V Senior Vice
President (12/94)
ACM VII Senior Vice
President (12/94)
ACM VIII President
(4/95)
AWDGF President (4/95)
13
AWDGF II President
(4/95)
Kathleen A. Corbet (41) ACM I - Senior Vice Executive Vice President
President (4/96) of ACMC,** with which
she has been associated
ACM IV - Senior Vice since prior to 1997.
President (4/96)
ACM V Senior Vice
President (4/00)
ACM VII Senior Vice
President (4/95)
ACM VIII Senior Vice
President (6/95)
AWDGF Senior Vice
President (6/95)
AWDGF II Senior Vice
President (6/95)
AMA Senior Vice
President (9/94)
Gregory Dube (46) ACM V Senior Vice Senior Vice President
President (4/00) and Head of the Global
High Yield Group of
ACM VIII Senior Vice ACMC** with which he has
President (4/00) been associated since
1998. From 1996 to
AWDGF II Senior Vice 1998, he was a member of
President (4/00) the Fixed Income Group
of Lazard Freres from
1996 to 1998. Prior
thereto, Mr. Dube was a
partner of Donaldson,
Lufkin and Jenrette.
Alfred Harrison (64) AMA Senior Vice Vice Chairman and
President (9/94) Director of ACMC,** with
which he has been
associated since prior
to 1997.
Susan P. Keenan (44) AMC VII Senior Vice Senior Vice President of
President (4/95) ACMC,** with which she
has been associated
since prior to 1997.
14
Thomas J. Bardong (56) AMA Vice President
(4/95)Senior Vice
President of ACMC,**
with which he has been
associated since prior
to 1997.
Matthew Bloom (45) ACM V Vice President
(4/01)
George B. Caffrey (48) ACM V Vice President Vice President of ACMC**
(10/00) and a Portfolio Manager
since January 2000.
ACM VIII Vice President Prior thereto, he was
(10/00) with the High Yield Bond
Group at AIG Global
Investment Corp. since
prior to 1997.
Paul J. DeNoon (39) ACM I Vice President Vice Chairman and Senior
(3/93) Vice President of
ACMC,** with which he
ACM IV Vice President has been associated
(9/94) since prior to 1997.
ACM V Vice President
(10/00)
ACM VIII Vice President
(10/00)
AWDGF Vice President
(12/92)
AWDGF II Vice President
(4/94)
David Dowden (39) ACM VII Vice President Senior Vice President of
(4/95) ACMC,** with which he
has been associated
since 1997.
Terrance Hults (35) ACM VII Vice President Vice President of
(12/95) ACMC,** with which he
has been associated
since prior to 1997.
John A. Koltes (59) AMA Vice President Senior Vice President of
(9/94) ACMC,** with which he
has been associated
since prior to 1997.
15
Michael Mon (31) ACM I Vice President Vice President of ACMC,
(4/00) with which he has been
associated since June
ACM IV Vice President 1999. Prior thereto he
(7/99) was a portfolio manager
at Brudage, Story and
Rose since 1988.
Previously, he was
employed as an Assistant
Vice President at
Mitchell Hutchins Asset
Management since prior
to 1996.
Daniel Nordby (57) AMA Vice President Senior Vice President of
(4/99) ACMC,** with which he
has been associated
since prior to 1997.
William E. Oliver (52) ACM VII Vice President Senior Vice President of
(6/93) ACMC,** with which he
has been associated
since prior to 1997.
Michael J. Reilly (37) AMA Vice President Senior Vice President of
(9/94) ACMC,** with which he
has been associated
since prior to 1997.
Christian Wilson (33) ACM V Vice President
(4/96)
Mark D. Gersten (51) ACM I Treasurer and Senior Vice President of
Chief Financial Officer Alliance Global Investor
(6/87) Services, Inc.
("AGIS"),** with which
ACM IV Treasurer and he has been associated
Chief Financial since prior to 1997.
Officer(6/88)
ACM V Treasurer and
Chief Financial
Officer(7/88)
ACM VII Treasurer and
Chief Financial
Officer(2/93)
ACM VIII Treasurer and
Chief Financial
Officer(9/93)
16
AWDGF Treasurer and
Chief Financial
Officer(3/93)
AWDGF II Treasurer and
Chief Financial
Officer(4/94)
AMA Treasurer and Chief
Financial Officer(9/94)
Edmund P. Bergan, Jr. ACM I Secretary (6/87) Senior Vice President
(51) and the General Counsel
ACM IV Secretary (6/88) of Alliance Fund
Distributors, Inc.
ACM V Secretary (7/88) ("AFD")** AGIS,** with
which he has been
ACM VII Secretary associated since prior
(2/93) to 1997.
ACM VIII Secretary
(9/93)
AWDGF Secretary (3/93)
AWDGF II Secretary
(4/94)
AMA Secretary (9/94)
Thomas R. Manley (50) ACM VII Controller Vice President of ACMC
(4/99) since prior to 1997.
Vincent S. Noto (37) ACM I Controller(4/96) Vice President of
AGIS,** with which he
ACM IV Controller(4/96) has been associated
since prior to 1997.
ACM V Controller(4/96)
ACM VIII
Controller(4/96)
AWDGF Controller(4/96)
AWDGF II
Controller(4/96)
AMA Controller(4/96)
---------------------------------------------------------------------------
17
* The address for each of the Fund's officers is 1345 Avenue of the Americas,
New York, New York 10105.
** ACMC, AFD and AGIS are affiliates of the Funds.
Audit Committee Report
Each Fund's Board of Directors has adopted a written charter
for the Fund's Audit Committee. The purposes of the Audit
Committees are set forth in the Audit Committee Charters. In
brief, the role of each Audit Committee is to assist the Board of
Directors in its oversight of the Fund's financial reporting
process. As set forth in the Charter, management of each Fund is
responsible for the preparation, presentation and integrity of
the Fund's financial statements, the Fund's accounting and
financial reporting principles and internal controls and
procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The independent
accountants are responsible for auditing the Fund's financial
statements and expressing an opinion as to their conformity with
generally accepted accounting principles.
The Audit Committee of the Board of Directors of each Fund
will normally meet three times during each full fiscal year with
representatives of the independent accountants to discuss and
review various matters as contemplated by the Audit Committee
Charter. In the performance of its oversight function, each
Audit Committee has considered and discussed the audited
financial statements with management and the independent
accountants of its Fund. Each Audit Committee has also discussed
with the independent accountants the matters required to be
discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as currently in effect. Each
Audit Committee has also considered whether the provision by its
Fund's independent accountants of non-audit services to the Fund,
and of professional services to the Adviser and affiliates of the
Adviser that provide services to the Fund, is compatible with
maintaining the independent accountants' independence. Finally,
each Audit Committee has received the written disclosures and the
letter from the independent accountants required by Independence
Standards Board Standard No. 1, Independence Discussions with
Audit Committees, and has discussed with the independent
accountants the independent accountants' independence.
The members of the Funds' Audit Committees are not
professionally engaged in the practice of auditing or accounting
and are not experts in the fields of accounting or auditing,
including in respect of auditor independence. Members of the
Audit Committees rely without independent verification on the
information provided to them and on the representations made by
management and the independent accountants. Accordingly, the
Audit Committees' oversight does not provide an independent basis
18
to determine that management has maintained appropriate
accounting and financial reporting principles or appropriate
internal controls and procedures designed to assure compliance
with accounting standards and applicable laws and regulations.
Furthermore, the Audit Committees' considerations and discussions
referred to above do not assure that the audits of the Funds'
financial statements have been carried out in accordance with
generally accepted auditing standards, that the financial
statements are presented in accordance with generally accepted
accounting principles or that the Funds' accountants are in fact
"independent".
Based upon the reports and discussions described in this
report, and subject to the limitations on the role and
responsibilities of the Audit Committees referred to above and in
the Audit Committee Charters, each Audit Committee recommended to
the Board of Directors of the Fund that the audited financial
statements of the Fund be included in the Fund's annual report to
stockholders for the most recent fiscal period.
Submitted by the Audit Committees of the Boards of Directors
Ruth Block Dr. James M. Hester
David H. Dievler Clifford L. Michel
John H. Dobkin Donald J. Robinson
William H. Foulk, Jr.
Independent Accountants
The Boards of Directors of the Funds at meetings held on July
18, 2001 (ACM IV, ACM V and ACM VIII), October 30, 2001 (ACM I,
ACM VII and AWDGF) and January 23, 2002 (AWDGF II) approved by
the vote, cast in person, of a majority of the Directors of each
Fund, including a majority of the Directors who are not
"interested persons" of each Fund, as defined in the Act, Ernst &
Young LLP, independent accountants to audit the accounts of AWDGF
II (for the fiscal year ending March 31, 2002), ACM IV (July 31,
2002), ACM V (August 31, 2002), ACM VIII (September 30, 2002),
ACM VII and AWDGF (October 31, 2002) and ACM I (December 31,
2002). The Board of Directors of AMA similarly approved by vote
PricewaterhouseCoopers LLP, independent accountants, to audit the
accounts of AMA for the fiscal year ending September 30, 2002.
In reliance on Rule 32a-4 under the 1940 Act, the Funds are not
seeking stockholder ratification of the selection of their
independent auditors.
Ernst & Young LLP has audited the accounts of ACM I, ACM IV,
ACM VII, ACM VIII, AWDGF and AWDGF II since the respective dates
of their commencements of operations, and of ACM V since its
fiscal year ended August 31, 1990, and has represented that it
does not have any direct financial interest or any material
19
indirect financial interest in any of the Funds.
PricewaterhouseCoopers LLP has audited the accounts of AMA since
the Fund's commencement of operations and has represented that it
does not have any direct financial interest or any material
indirect financial interest in the Fund. Representatives of Ernst
& Young LLP and PricewaterhouseCoopers LLP are expected to attend
the Meeting and to have the opportunity to make a statement and
respond to appropriate questions from the stockholders.
Independent Accountants' Fees
The following table sets forth the aggregate fees billed by
the independent accountants for each Fund's most recent fiscal
year for professional services rendered for: (i) the audit of the
Fund's annual financial statements and the review of financial
statements included in the Fund's reports to stockholders; (ii)
financial information systems design and implementation services
provided to the Fund, the Adviser and entities that control, are
controlled by or under common control with the Adviser that
provide services to the Fund; and (iii) all other services
provided to the Fund, the Adviser and entities that control, are
controlled by or under common control with the Adviser that
provide services to the Fund.
20
Financial
Information
Systems Design
and
Implementation
Audit Fees Fees* Other Fees*
---------------------------------------------------------------------------
ACM Income Fund, Inc. $48,000 $-0- $698,943
ACM Government Opportunity
Fund, Inc. $40,000 $-0- $604,942
ACM Managed Income Fund, Inc. $43,000 $-0- $498,061
ACM Municipal Securities
Income Fund, Inc. $40,000 $-0- $590,350
ACM Managed Dollar Income
Fund, Inc. $48,000 $-0- $515,113
Alliance World Dollar
Government Fund, Inc. $48,000 $-0- $55,7815
Alliance World Dollar
Government Fund II, Inc. $55,000 $-0- $486,789
Alliance All-Market
Advantage Fund, Inc. $35,000 $-0- $125,294
---------------------------------------------------------------------------
* Substantially all of the fees reflected consist of amounts billed to the
Adviser and its affiliates. The fees vary significantly because they are
presented based on the Funds' respective most recently completed fiscal years.
The fees listed are not cumulative. In other words, the same fee may be
reflected in more than one Fund's listing.
The Boards of Directors recommend that the stockholders of
each Fund vote "FOR" the re-election of the Directors in Class
Two to continue to serve as Directors of each Fund.
PROPOSAL TWO
AMENDMENT TO THE CHARTER OF EACH FUND TO AUTHORIZE
THE BOARD OF DIRECTORS FROM TIME TO TIME TO INCREASE OR DECREASE
THE NUMBER OF AUTHORIZED SHARES OF STOCK OF THE FUND
At meetings held on October 29, 2001, each Fund's Board of
Directors considered and approved a proposed amendment to its
Fund's Charter authorizing the Board of Directors, in its sole
discretion, to amend the Charter from time to time to increase or
decrease the aggregate number of authorized shares of stock or
the number of shares of stock of any class or series of the Fund,
and recommended the Charter amendment to stockholders for their
approval. The affirmative vote of a majority of the votes
entitled to be cast by the stockholders of a Fund is required to
approve the Charter Amendment. If the amendment is approved by a
21
Fund's stockholders, a new section will be added at the end of
Article FIFTH of that Fund's Charter, to read as follows:
"The Board of Directors, without any action by the
stockholders of the Corporation, may amend the charter
from time to time to increase or decrease the aggregate
number of shares of stock or the number of shares of
stock of any class or series that the Corporation has
authority to issue."
In approving the Charter proposed amendment, the Board of
Directors of each Fund considered the Adviser's expressed concern
that in certain circumstances a change in the number of the
Fund's authorized shares may be desirable (e.g., in order to
permit a proposed stock split or an offering of stock) but that
the current requirement for stockholder approval of the change
could involve delays that are not consistent with the best
interests of stockholders. In addition, satisfying the
requirement for stockholder approval could involve the
significant expense of a special meeting of stockholders,
including the costs of preparing, printing and mailing proxy
materials to stockholders.
The authorized capital stock of each Fund and the number of
shares of common stock and preferred stock issued and outstanding
are set forth below.
Shares of Common Shares of Preferred
Shares of Stock Issued and Stock Issued and
Authorized Outstanding as of Outstanding as
Capital Stock December 28, 2001of December 28, 2001
---------------------------------------------------------------------------
ACM Income Fund, Inc. 300,000,000 224,216,861 --
ACM Government Opportunity
Fund, Inc. 300,000,000 12,555,056 --
ACM Managed Income
Fund, Inc. 300,000,000 24,195,856 950
ACM Municipal Securities
Income Fund, Inc. 100,000,000 10,929,793 3,600
ACM Managed Dollar
Income Fund, Inc. 300,000,000 22,201,898 --
Alliance World Dollar
Government Fund, Inc. 100,000,000 8,777,373 --
Alliance World Dollar
Government Fund II, Inc. 300,000,000 77,850,368 --
Alliance All-Market
Advantage Fund, Inc. 300,000,000 3,621,980 --
---------------------------------------------------------------------------
22
If the stockholders of a Fund approve the Charter amendment,
the Board of Directors may cause the issuance of the additional
shares of stock of any class or series of the Fund without
further action by the stockholders, unless stockholder approval
is required by applicable law or by the rules of the New York
Stock Exchange or any other exchange upon which the Fund's stock
is then listed.
Each Fund's Board of Directors recommends that the
stockholders of that Fund vote "FOR" the approval of the
amendment to the Fund's Charter to authorize the Board of
Directors to amend the Charter from time to time to increase or
decrease the number of authorized shares of capital stock of the
Fund.
INFORMATION AS TO THE INVESTMENT ADVISER
AND THE ADMINISTRATORS OF THE FUNDS
Each Fund's investment adviser is Alliance Capital Management
L.P., 1345 Avenue of the Americas, New York, New York 10105. The
administrator for ACM I is Mitchell Hutchins Asset Management
Inc., 1285 Avenue of the Americas, New York, New York 10019. The
administrator for ACM IV, ACM VII, AWDGF, AWDGF II and AMA is the
Adviser. Prudential Investments Fund Management LLC, Gateway
Center 3, Newark, New Jersey 07102, serves as sub-administrator
for ACM VII. The administrator for ACM V and ACM VIII is
Princeton Administrators, L.P., 500 College Road East, Princeton,
New Jersey 08540.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 30(h) of the Act and the rules under Section 16 of
the Securities Exchange Act of 1934 require that the Directors
and officers of each Fund and the Directors of ACMC, among
others, file with the Commission and the NYSE initial reports of
ownership and reports of changes in ownership of shares of the
Funds. For each Fund's fiscal year ended in 2001, all such
reports were timely filed.
OTHER MATTERS
Management of each Fund does not know of any matters properly
to be presented at the Meeting other than those mentioned in this
Proxy Statement. If any other matters properly come before the
Meeting, the shares represented by proxies will be voted with
respect thereto in the discretion of the person or persons voting
the proxies.
As of December 28, 2001, Aon Corporation and Combined
Insurance Company of America, each with an address of 200 East
Randolph Street, Chicago, Illinois 60601, were believed by
23
management of ACM IV to beneficially own an aggregate of
4,552,708 shares, or 36.26%, of the outstanding common stock of
ACM IV.
SUBMISSION OF PROPOSALS FOR THE NEXT
ANNUAL MEETING OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the
next annual meeting of stockholders of a Fund must be received by
the Fund by October 22, 2002 for inclusion in such Fund's proxy
statement and proxy card relating to that meeting. The submission
by a stockholder of a proposal for inclusion in the proxy
statement does not guarantee that it will be included.
Stockholder proposals are subject to certain requirements under
the federal securities laws and the Maryland General Corporation
Law and must be submitted in accordance with each Fund's By-laws.
The persons named as proxies for the 2003 Annual Meeting of
Stockholders will, with respect to the proxies in effect at the
meeting, have discretionary authority to vote on any matter
presented by a stockholder for action at that meeting unless the
Fund receives notice of the matter by January 4, 2003 (or such
earlier date as may be specified by an advance notice provision
in the Fund's By-laws). If a Fund receives such timely notice,
these persons will not have this authority except as provided in
the applicable rules of the Commission.
REPORTS TO STOCKHOLDERS
Each Fund will furnish each person to whom this Proxy
Statement is delivered with a copy of its latest annual report to
stockholders and its subsequent semi-annual report to
stockholders, if any, upon request and without charge. To request
a copy, please call Alliance Global Investor Services at (800)
227-4618 or write to Gary Beckham at Alliance Capital Management
L.P., 1345 Avenue of the Americas, New York, New York 10105.
By Order of the Boards of Directors,
Edmund P. Bergan, Jr.
Secretary
February 18, 2002
New York, New York
24
TABLE OF CONTENTS
Page
-----------------------------------------------------------------
Introduction..................................................[1]
Proposal One: Election of
Directors.....................................................[3]
Proposal Two: Amendment to the Charter of each Fund to
Authorize the Board of Directors from Time to Time to
Increase or Decrease the Number of Authorized Shares
of Stock of the Fund.........................................[16]
Information as to the Investment Adviser and the Administrators
of the Funds.................................................[17]
Other Matters................................................[18]
Submission of Proposals for the Next Annual Meeting of
Stockholders.................................................[18]
Reports to Stockholders......................................[18]
ACM Income Fund, Inc.
ACM Government Opportunity Fund, Inc.
ACM Managed Income Fund, Inc.
ACM Municipal Securities Income Fund, Inc.
ACM Managed Dollar Income Fund, Inc.
Alliance World Dollar Government Fund, Inc.
Alliance World Dollar Government Fund II, Inc.
Alliance All-Market Advantage Fund, Inc.
----------------------------------------------------------------
[LOGO OF ALLIANCE CAPITAL]
Alliance Capital Management L.P.
----------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
MARCH 20, 2002
25
PROXY ACM INCOME FUND, INC. PROXY
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON MARCH 20, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF THE CORPORATION
The undersigned stockholder of ACM Income Fund, Inc., a Maryland
corporation (the "Corporation"), hereby instructs each of
Carol H. Rappa and Christina A. Santiago, or either of them, as
proxies for the undersigned, each with full power of
substitution, to attend the Annual Meeting of Stockholders of the
Corporation to be held at 11:00 a.m., Eastern Time, on March 20,
2002 at the offices of the Corporation, 1345 Avenue of the
Americas, 33rd Floor, New York, New York 10105, and any
postponement or adjournment thereof, to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at
the Annual Meeting and otherwise to represent the undersigned
with all powers possessed by the undersigned if personally
present at such Annual Meeting. The undersigned hereby
acknowledges receipt of the Notice of Meeting and accompanying
Proxy Statement.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST
BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE
REVERSE SIDE HEREOF. IF NO DIRECTION IS MADE AS REGARDS A
PARTICULAR PROPOSAL OR OTHER MATTERS, SUCH VOTES WILL BE CAST
(I) "FOR" THE ELECTION OF THE NOMINEES REFERRED TO IN PROPOSAL
ONE AS DIRECTORS; (II) "FOR" THE AMENDMENT TO THE CHARTER
AUTHORIZING THE BOARD OF DIRECTORS FROM TIME TO TIME TO INCREASE
OR DECREASE THE NUMBER OF AUTHORIZED SHARES OF STOCK OF THE
CORPORATION; AND (III) "FOR" ANY POSTPONEMENT OR ADJOURNMENT OF
THE MEETING WITH RESPECT TO ANY PROPOSAL DESCRIBED IN THE PROXY
STATEMENT IN THE EVENT THAT SUFFICIENT VOTES IN FAVOR OF THE
POSITION ON SUCH PROPOSAL RECOMMENDED BY THE BOARD OF DIRECTORS
ARE NOT TIMELY RECEIVED, AND IN THE DISCRETION OF THE PROXY
HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
Please refer to the Proxy Statement for
a discussion of each of the Proposals.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF
AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
NOTE: Please sign this proxy exactly as your name(s) appear(s)
on the books of the Corporation. Joint owners should each sign
personally. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, the signature
should be that of an authorized officer who should state his or
her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_________________________ _________________________
_________________________ _________________________
_________________________ _________________________
ACM INCOME FUND, INC.
Please mark votes as in this example: /X/
1. Election of Directors FOR ALL FOR ALL
NOMINEES WITHHOLD EXCEPT
/ / / / / /
Class Two Nominees
(term expires 2005):
(01) David H. Dievler NOTE: If you do not wish your shares
(02) William H. Foulk voted "FOR" any particular Nominee, mark
(03) James M. Hester the "For All Except" box and strike a
line through the name(s) of the
Your Board of Directors Nominee(s). Your shares will be voted
urges you to vote "FOR" the for the remaining Nominee(s).
election of all Nominees.
2. Approval of amendment to the FOR AGAINST ABSTAIN
Charter of the Corporation / / / / / /
authorizing the Board of
Directors from time to time to
increase or decrease the number
of authorized shares of stock of
the Corporation.
Your Board of Directors
urges you to vote "FOR"
Proposal Two.
3. In their discretion upon any FOR AGAINST ABSTAIN
other matters that may properly / / / / / /
come before the Annual Meeting
or any postponement or
adjournment thereof, as
described in the Proxy
Statement.
Mark here for address change and note
at left / /
NOTE: Please sign this proxy exactly as your
name(s) appear(s) on the books of the
Corporation. Joint owners should each sign
personally. Trustees and other fiduciaries
should indicate the capacity in which they
sign, and where more than one name appears, a
majority must sign. If a corporation, the
signature should be that of an authorized
officer who should state his or her title.
______________________________________
(Signature of Stockholder)
______________________________________
(Signature of joint owner, if any)
Date _______________, 2002
00250209.AT7