-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D1hWmOQwQsb9t4qjSFbzpxq6o5m/bWgVsh6hxBNUOdvpqCEfkQekSl0Vc9ytCWl8 gVn1KGR4iMJUb8QSNY5qHw== 0000919574-95-000652.txt : 19951221 0000919574-95-000652.hdr.sgml : 19951221 ACCESSION NUMBER: 0000919574-95-000652 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960123 FILED AS OF DATE: 19951220 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACM MANAGED DOLLAR INCOME FUND INC CENTRAL INDEX KEY: 0000910524 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 223256305 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07964 FILM NUMBER: 95603130 BUSINESS ADDRESS: STREET 1: C/O ALLIANCE CAPITAL MANAGEMENT LP STREET 2: 1345 AVENUE OF THE AMERICAS 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2129691000 MAIL ADDRESS: STREET 1: PRINCETON ADMINISTRATORS LP STREET 2: P O BOX 9011 CITY: PRINCETON STATE: NJ ZIP: 08543-9011 DEF 14A 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) /X / Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 ACM Managed Dollar Income Fund, Inc. - ---------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - ---------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rule 14a- 6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: - ---------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - ---------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): - ---------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - ---------------------------------------------------------------- (5) Total fee paid: - ---------------------------------------------------------------- / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. 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: 00250114.AY0 [LOGO OF ALLIANCE CAPITAL APPEARS HERE] ACM MANAGED DOLLAR INCOME FUND, INC. ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC. ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC. - ------------------------------------------------------------------------------- 1345 Avenue of the Americas, New York, New York 10105 Toll Free (800) 221-5672 - ------------------------------------------------------------------------------- NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS JANUARY 23, 1996 To the Stockholders of ACM Managed Dollar Income Fund, Inc., Alliance World Dollar Government Fund, Inc. and Alliance World Dollar Government Fund II, Inc.: Notice is hereby given that a Joint Annual Meeting of Stockholders (the "Meeting") of ACM Managed Dollar Income Fund, Inc., Alliance World Dollar Government Fund, Inc. and Alliance World Dollar Government Fund II, Inc. (individually, a "Fund", and together, the "Funds") will be held at the offices of the Funds, 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105, on Tuesday, January 23, 1996 at 11:00 a.m., for the following purposes, all of which are more fully described in the accompanying Proxy Statement dated December 19, 1995: 1. To elect three Directors of each Fund, each such Director to hold office for a term of three years and until his or her successor is duly elected and qualified; 2. To ratify the selection of Ernst & Young LLP as independent auditors of each Fund for its respective fiscal year ending in 1996; 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 November 30, 1995 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Meeting or any adjournment thereof. The enclosed proxy is being solicited on behalf of the Board of Directors of each Fund. By order of the Board of Directors, Edmund P. Bergan, Jr. Secretary New York, New York December 19, 1995 - ------------------------------------------------------------------------------- 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. IN ORDER TO SAVE THE FUNDS ANY ADDITIONAL EXPENSE OF FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY PROMPTLY. - ------------------------------------------------------------------------------- (R)This registered service mark used under license from the owner, Alliance Capital Management L.P. PROXY STATEMENT ACM MANAGED DOLLAR INCOME FUND, INC. ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC. ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC. 1345 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10105 ---------------- JOINT ANNUAL MEETING OF STOCKHOLDERS JANUARY 23, 1996 ---------------- INTRODUCTION This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the respective Boards of Directors of ACM Managed Dollar Income Fund, Inc. ("Managed Dollar"), Alliance World Dollar Government Fund, Inc. ("World Dollar") and Alliance World Dollar Government Fund II, Inc. ("World Dollar II"), each of which is a Maryland corporation (individually, a "Fund", and together, the "Funds"), to be voted at a Joint Annual Meeting of Stockholders of the Funds (the "Meeting"), to be held at the offices of the Funds, 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105, on Tuesday, January 23, 1996 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 of each Fund are being mailed to stockholders on or about December 19, 1995. The Board of Directors of each Fund has fixed the close of business on November 30, 1995 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Meeting and at any adjournment thereof. The outstanding voting shares of the Funds as of November 30, 1995 consisted, respectively, of 28,325,009 shares of common stock of Managed Dollar, 8,652,707 shares of common stock of World Dollar and 71,535,274 shares of common stock of World Dollar II, each share being entitled to one vote. All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked thereon or otherwise provided therein. Accordingly, unless instructions to the contrary are marked, proxies will be voted for the election of three Directors of each Fund and for the ratification of the selection of Ernst & Young LLP as the Funds' independent auditors for each of their respective fiscal years ending in 1996. Any stockholder may revoke that stockholder's proxy at any time prior to exercise thereof by giving written notice to the Secretary of the Funds at 1345 Avenue of the Americas, New York, New York 10105, by signing another proxy of a later date or by personally voting at the Meeting. The Meeting is scheduled as a joint meeting of the respective stockholders of the Funds because the stockholders of all the Funds are to consider and vote on similar matters. In the event that any stockholder of a Fund present at the Meeting objects to the holding of a joint meeting and moves for an adjournment of the Meeting with respect to that Fund to a time immediately after the Meeting, so that the meeting for that Fund may be held separately, the persons named as proxies will vote in favor of adjournment. 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 a majority of the shares outstanding and entitled to vote. In the event that a quorum is not represented at the Meeting or, even if a quorum is so represented, in the event that sufficient votes in favor of any proposal set forth in the Notice of Meeting are not received by January 23, 1996, the persons named as proxies may propose and vote for one or more adjournments of the Meeting with no other notice than announcement at the Meeting, and further solicitation of proxies with respect to such proposal may be made. Shares represented by proxies indicating a vote against any proposal will be voted against adjournment. PROPOSAL ONE ELECTION OF DIRECTORS At the Meeting, three Directors of each Fund will be elected to serve for terms of three years, and until their successors are elected and qualified. With respect to each Fund, the affirmative vote of a plurality of the votes cast at the Meeting is required to elect a Director. It is the intention of the persons named in the enclosed proxy to nominate and vote in favor of the election of the persons in Class Two as described below. Pursuant to the Funds' respective Articles of Incorporation and By-laws, the Board of Directors of each Fund has been divided into three classes. With respect to all the Funds, the term of office of the members of Class Two will expire as of the Meeting, the term of office of the members of Class Three will expire as of the annual meeting of stockholders to be held in 1997 and the term of office of the members of Class One will expire as of the annual meeting of stockholders to be held in 1998. Upon expiration of the terms of office of the members of a class as set forth above, those persons then elected as Directors in that class will serve until the third annual meeting of stockholders following their election. Messrs. John H. Dobkin and William H. Foulk, Jr. and Dr. James M. Hester are currently members of Class Two; Messrs. John D. Carifa and Robert C. White and Ms. Ruth Block are currently members of Class Three; and Messrs. David H. Dievler and Clifford L. Michel are currently members of Class One. As a result of this system, only those Directors of each Fund in a single class may be changed in any one year, and it would require two years to change a majority of the Board of Directors of a Fund (although, under Maryland law, procedures are available for the removal of Directors even if they are not then standing for re-election and, under Securities and Exchange Commission regulations, procedures are available for including appropriate stockholder proposals in management's annual proxy statement). This system of electing Directors, which may be regarded as an anti-takeover provision, may make it more difficult for each Fund's stockholders to change the majority of Directors of that Fund and, thus, have the effect of maintaining the continuity of management. At the Meeting, the three Directors in Class Two of each Fund are standing for re-election. Each nominee has consented to serve as a Director. The Boards of Directors know of no reason why any of these nominees would 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. 2 Certain information concerning each Fund's Directors and nominees for election as Directors is set forth below. WITH RESPECT TO EACH FUND, ONLY CLASS TWO DIRECTORS ARE STANDING FOR RE-ELECTION AS DIRECTORS.
NUMBER OF SHARES NAME, POSITIONS AND OFFICES WITH THE OF COMMON STOCK FUNDS, YEAR FIRST BENEFICIALLY OWNED AGE, PRINCIPAL OCCUPATIONS DURING BECAME A YEAR TERM DIRECTLY OR INDIRECTLY THE PAST FIVE YEARS AND OTHER DIRECTOR OF AS DIRECTOR AS OF DIRECTORSHIPS EACH FUND WILL EXPIRE NOVEMBER 30,1995 ------------------------------------ -------------- ------------- ---------------------- * John D. Carifa, Chairman of the Board, Managed Dollar 1997 World Dollar II-- 50. President, Chief Operating Officer and World (Class Three) 1,000 and a Director of Alliance Capital Dollar II-- Management Corporation ("ACMC").+ 1993 World Dollar-- 1992 **++ Ruth Block, Director, 65. She was for- Managed Dollar 1997 Managed Dollar-- merly an Executive Vice President and and World (Class Three) 3,000 Chief Insurance Officer of The Equita- Dollar II-- World Dollar-- ble Life Assurance Society of the 1993 3,000 United States. She is a Director of World Dollar-- Ecolab Incorporated (specialty chemi- 1992 cals) and Amoco Corporation (oil and gas). **++ David H. Dievler, Director, 66. Inde- Managed Dollar 1998 -0- pendent consultant. He was formerly a and World (Class One) Senior Vice President of ACMC until Dollar II-- December 1994. 1993 World Dollar-- 1992 **++ John H. Dobkin, Director, 53. President Managed Dollar 1999+++ -0- of Historic Hudson Valley (historic and World (Class Two) preservation) since 1990. He was for- Dollar II-- merly Director of the National Academy 1993 World of Design. From 1987 to 1992 he was a Dollar--1992 director of ACMC. **++ William H. Foulk, Jr., Director, 63. He Managed Dollar 1999+++ Managed Dollar-- is an investment adviser and indepen- and World (Class Two) 200 dent consultant. He was formerly Se- Dollar II-- World Dollar-- nior Manager of Barrett Associates, 1993 World 200 Inc., a registered investment adviser, Dollar-- 1992 World Dollar II-- since 1986. 200
- -------- * "Interested person," as defined in the Investment Company Act of 1940, as amended (the "Act"), of each of the Funds because of affiliation with Alliance Capital Management L.P. ("Alliance"). ** Member of the Audit Committee for each Fund. + For purposes of this Proxy Statement, ACMC refers to Alliance Capital Management Corporation, the sole general partner of Alliance, and to the predecessor general partner of the same name. ++ Member of the Nominating Committee for each Fund. +++ If elected at this Meeting. 3
NUMBER OF SHARES NAME, POSITIONS AND OFFICES WITH THE OF COMMON STOCK FUNDS, YEAR FIRST BENEFICIALLY OWNED AGE, PRINCIPAL OCCUPATIONS DURING BECAME A YEAR TERM DIRECTLY OR INDIRECTLY THE PAST FIVE YEARS AND OTHER DIRECTOR OF AS DIRECTOR AS OF DIRECTORSHIPS EACH FUND WILL EXPIRE NOVEMBER 30,1995 ------------------------------------ -------------- ------------- ---------------------- **++ Dr. James M. Hester, Director, 71. Managed Dollar 1999+++ World Dollar-- President of The Harry Frank Guggen- and World (Class Two) 500 heim Foundation. He was formerly Pres- Dollar II-- ident of New York University and The 1993 World New York Botanical Garden and Rector Dollar-- 1992 of The United Nations University. He is also a Director of Union Carbide Corporation. **++ Clifford L. Michel, Director, 56. Part- Managed Dollar 1998 -0- ner of the law firm of Cahill Gordon & and World (Class One) Reindel. He is Chief Executive Officer Dollar II-- of Wenonah Development Company (in- 1993 World vestments) and a Director of Placer Dollar--1992 Dome, Inc. (mining). **++ Robert C. White, Director, 75. He was Managed Dollar 1997 World Dollar-- formerly Assistant Treasurer of Ford and World (Class Three) 500 Motor Company and, until September 30, Dollar II-- 1994, Vice President and Chief Finan- 1993 World cial Officer of the Howard Hughes Med- Dollar--1992 ical Institute.
- -------- ** Member of the Audit Committee for each Fund. ++ Member of the Nominating Committee for each Fund. +++ If elected at this Meeting. During their respective fiscal years ended in 1995, the Boards of Directors of Managed Dollar, World Dollar and World Dollar II each met six times. During their respective fiscal years ended in 1995, the Audit Committees of Managed Dollar, World Dollar and World Dollar II each met twice. Each Audit Committee was constituted for the purposes described below in Proposal Two. During their respective fiscal years ended in 1995, the Nominating Committees of Managed Dollar, World Dollar and World Dollar II did not meet. Each Nominating Committee was constituted for the purpose of selecting and nominating persons to fill any vacancies on the Board of Directors. The Nominating Committee of each Fund does not currently consider candidates proposed by stockholders for election as Directors. A 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 each Fund to each of the Directors during its respective fiscal year ended in 1995, the aggregate compensation paid to each of the Directors during the calendar year 1994 by all of the funds to which Alliance provides investment advisory services (collectively, the "Alliance Fund Complex") and the total number of funds in the Alliance Fund Complex with respect to which each of the Directors serves as a director or trustee, are set forth below. Neither the Funds nor any other fund in the Alliance Fund Complex provides compensation in the form of pension or retirement benefits to any of its directors or trustees. 4
TOTAL TOTAL NUMBER OF COMPENSATION FUNDS IN THE FROM THE ALLIANCE FUND AGGREGATE ALLIANCE FUND COMPLEX, COMPENSATION COMPLEX, INCLUDING THE FROM EACH FUND INCLUDING FUNDS, AS TO DURING ITS THE FUNDS, WHICH THE RESPECTIVE DURING THE DIRECTOR IS FISCAL YEAR 1994 CALENDAR A DIRECTOR NAME OF DIRECTOR ENDED IN 1995 YEAR OR TRUSTEE - ---------------- ----------------------- ------------- ------------- John D. Carifa.............. $ 0 $ 0 48 Ruth Block.................. $3,794--Managed Dollar $157,000 35 $3,467--World Dollar $4,038--World Dollar II David H. Dievler............ $3,044--Managed Dollar $ 0* 41 $2,717--World Dollar $1,050--World Dollar II John H. Dobkin.............. $3,920--Managed Dollar $110,750 28 $3,729--World Dollar $4,865--World Dollar II William H. Foulk, Jr........ $3,920--Managed Dollar $141,500 29 $3,729--World Dollar $4,960--World Dollar II James M. Hester............. $3,794--Managed Dollar $154,500 36 $3,467--World Dollar $4,413--World Dollar II Clifford L. Michel.......... $3,544--Managed Dollar $120,500 35 $3,217--World Dollar $3,788--World Dollar II Robert C. White............. $3,794--Managed Dollar $133,500 35 $3,467--World Dollar $4,404--World Dollar II
- -------- * Until December 31, 1994, Mr. Dievler was an officer of ACMC and therefore, as an "interested person" of Alliance, received no compensation in 1994 from the Alliance Fund Complex. As of November 30, 1995, the Directors and officers of each Fund as a group owned less than 1% of the shares of the Fund. During each Fund's fiscal year ended in 1995, none of a Fund's Directors engaged in a purchase or sale of the securities of Alliance or any of its parents or subsidiaries in an amount exceeding 1% of the relevant class of outstanding securities. THE BOARD OF DIRECTORS OF EACH FUND RECOMMENDS THAT THE STOCKHOLDERS OF EACH FUND VOTE FOR THE ELECTION OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS OF THE FUND. 5 PROPOSAL TWO RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS The Board of Directors of each Fund recommends that the stockholders of the Fund ratify the selection of Ernst & Young LLP, independent auditors, to audit the accounts of each such Fund for the fiscal year ending September 30, 1996 for Managed Dollar, October 31, 1996 for World Dollar and March 31, 1996 for World Dollar II. Their selection was approved by the vote, cast in person, of a majority of the Board of Directors of each Fund, including a majority of the Directors who are not "interested persons" of each Fund as defined in the Act, at a meeting held on September 12, 1995 for Managed Dollar and World Dollar and March 15, 1995 for World Dollar II. With respect to each Fund, the affirmative vote of a majority of the votes cast at the Meeting is required to ratify such selection. Ernst & Young LLP has audited the accounts of Managed Dollar, World Dollar and World Dollar II since the commencement of each Fund's operations and does not have any direct financial interest or any material indirect financial interest in any of the Funds. A representative of Ernst & Young LLP is expected to attend the Meeting and to have the opportunity to make a statement and to respond to appropriate questions from the stockholders. The Audit Committee of the Board of Directors of each Fund generally meets twice during each fiscal year with representatives of Ernst & Young LLP to discuss the scope of the independent auditors' engagement and review the financial statements of the Fund and the results of their examination thereof. THE BOARD OF DIRECTORS OF EACH FUND RECOMMENDS THAT THE STOCKHOLDERS OF EACH FUND VOTE FOR THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE FUND. INFORMATION AS TO THE FUND'S PRINCIPAL OFFICERS, INVESTMENT ADVISER AND ADMINISTRATOR The principal officers of the Funds and their principal occupations during the past five years are set forth below. John D. Carifa, Director and Chairman of each Fund (See Proposal One, "Election of Directors," at page 3 for biographical information). Wayne D. Lyski, President of each Fund, 53, is an Executive Vice President of ACMC, with which he has been associated since prior to 1990. Kathleen A. Corbet, Senior Vice President of each Fund, 35, has been a Senior Vice President of ACMC since July 1993. Previously, she held various responsibilities as head of Equitable Capital Management Corporation's Fixed Income Management Department, Private Placement, Secondary Trading and Fund Management since prior to 1990. Paul J. DeNoon, Vice President of each Fund, 33, is a Vice President of ACMC, with which he has been associated since 1992. Previously, he was a Vice President of Manufacturers Hanover Trust Company since prior to 1990. 6 Vicki L. Fuller, Vice President of each Fund, 38, has been a Senior Vice President of ACMC since July 1993. Previously, she was a Managing Director of High Yield of Equitable Capital Management Corporation since prior to 1990. Mark D. Gersten, Treasurer and Chief Financial Officer of each Fund, 45, is a Senior Vice President of Alliance Fund Services, Inc. ("AFS"), with which he has been associated since prior to 1990. Edmund P. Bergan, Jr., Secretary of each Fund, 45, is a Senior Vice President and the General Counsel of Alliance Fund Distributors, Inc. and AFS and a Vice President and Assistant General Counsel of ACMC, with which he has been associated since prior to 1990. The address of Messrs. Carifa, Bergan, DeNoon and Lyski and Mses. Corbet and Fuller is c/o Alliance Capital Management L.P., 1345 Avenue of the Americas, New York, New York 10105. The address of Mr. Gersten is c/o Alliance Capital Management L.P., 500 Plaza Drive, Secaucus, New Jersey 07094. The investment adviser and administrator for the Funds is Alliance Capital Management L.P., with principal offices at 1345 Avenue of the Americas, New York, New York 10105. Section 30(f) of the Act and the rules under Section 16 of the Securities Exchange Act of 1934 require that the Directors and officers of the Funds and the Directors of ACMC, among others, file with the Securities and Exchange Commission and the New York Stock Exchange initial reports of ownership of shares and reports of changes in ownership of shares of the Fund. During the Funds' respective fiscal years ended in 1995, there were no delinquent reports filed with respect to any of the Funds. 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 each Fund must be received by the Funds by August 21, 1996 for inclusion in such Fund's proxy statement and form of 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 regulations under federal securities laws. OTHER MATTERS Management of each Fund does not know of any matters 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 accordance with the best judgment of the person or persons voting the proxies. 7 REPORTS TO STOCKHOLDERS Each Fund will furnish each person to whom the proxy statement is delivered with a copy of the Fund's latest annual report to stockholders, and World Dollar II will furnish a copy of its most recent semi-annual report succeeding the annual report to stockholders, upon request and without charge. To request a copy, please call Alliance Fund Services at (800) 227-4618 or contact Jean Marie Poster at Alliance Capital Management L.P., 1345 Avenue of the Americas, New York, New York 10105. By order of the Board of Directors, Edmund P. Bergan, Jr. Secretary December 19, 1995 New York, New York 8 TABLE OF CONTENTS PAGE - ------------------------------------------------------------------------------- Introduction.............................................................. 1 Proposal One: Election of Directors....................................... 2 Proposal Two: Ratification of Selection of Independent Auditors .......... 6 Information as to the Funds' Principal Officers, Investment Adviser and Administrator............................................................ 6 Submission of Proposals for the Next Annual Meeting of Stockholders....... 7 Other Matters............................................................. 7 Reports to Stockholders................................................... 8 ACM MANAGED DOLLAR INCOME FUND, INC. ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC. ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC. - ------------------------------------------------------------------------------- [LOGO OF ALLIANCE CAPITAL APPEARS HEREA] Alliance Capital Management L.P. - ------------------------------------------------------------------------------- NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT JANUARY 23, 1996 APPENDIX PROXY PROXY ACM MANAGED DOLLAR INCOME FUND, INC. INSTRUCTIONS TO THE STOCKHOLDERS OF ACM MANAGED DOLLAR INCOME FUND, INC. IN CONNECTION WITH THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 23, 1996. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ACM MANAGED DOLLAR INCOME FUND, INC. The undersigned hereby instructs Andrew L. Gangolf and Carol H. Rappa to vote all shares of the Common Stock of ACM Managed Dollar Income Fund, Inc. (the "Corporation") registered in the name of the undersigned at the Annual Meeting of Stockholders of the Corporation to be held at 11:00 a.m., Eastern Standard Time, on January 23, 1996 at the offices of the Corporation, 1345 Avenue of the Americas, 33rd Floor, New York, New York, 10105, and at all adjournments thereof. The undersigned hereby acknowledges receipt of the Notice of Meeting and accompanying Proxy Statement and hereby instructs said proxies to vote said shares as indicated hereon. THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF THE NOMINEES AS DIRECTORS AND FOR ANY PROPOSAL FOR WHICH NO CHOICE IS INDICATED. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF EACH OF THE PROPOSALS. PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. Please sign this proxy exactly as your name appears 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, this signature should be that of an authorized officer who should state his or her title. HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? ___________________________ ______________________________ ___________________________ ______________________________ /X/ PLEASE MARK VOTES AS IN THIS EXAMPLE 1. Election of Directors. For All For Withhold Except / / / / / / Class Two Directors (term expires in 1999) JOHN H. DOBKIN, WILLIAM H. FOULK, JR. AND JAMES M. HESTER IF YOU WISH TO WITHHOLD YOUR VOTE FROM ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THAT NOMINEE'S NAME IN THE LIST ABOVE. 2. RATIFICATION OF THE SELECTION OF ERNST & For Against Abstain YOUNG LLP as the / / / / / / independent auditors for the Corporation for the fiscal year ending September 30, 1996. 3. In their discretion on For Against Abstain all such other matters / / / / / / that may properly come before the meeting or any adjournments thereof. Please be sure to sign and date this Proxy. Date Shareholder sign here Co-owner sign here Mark box at right if comments or address change / / have been noted on the reverse side of the card. RECORD DATE SHARES: 00250114.AY0 -----END PRIVACY-ENHANCED MESSAGE-----