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.
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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 21, 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 21, 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 21, 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.
1
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 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 pro-
2
posal 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,
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 meet-
3
ing 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. 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
Portfolios in
Year Principal Alliance Fund Other
Term as Occupation(s) Complex Directorships
Name, Address a Director Years of Service During Overseen Held by
and Age Will Expire as a Director* Past 5 Years by Director Director
--------------------- ----------- ---------------- ------------------------- ------------- -------------
INTERESTED
DIRECTOR**
John D. Carifa, 56, Class Three ACM I: 15 President, Chief 114 None
1345 Avenue of the (2003) ACM IV, V: 14 Operating Officer and
Americas, AWDGF: 10 a Director of Alliance
New York, NY 10105 ACM VIII, Capital Management
Chairman of the Board AWDGF II: 9 Corporation, the general
of each of the Funds ACM VII, partner of the Adviser
AMA: 8 ("ACMC"), with which he
has been associated since
prior to 1997.
4
DISINTERESTED
DIRECTORS
Ruth Block,#, Class Three ACM I: 15 Formerly an Executive 87 None
71 (2003) ACM IV, V: 14 Vice President and
P.O. Box 4623, AWDGF: 10 Chief Insurance Officer
Stamford, CT ACM VIII, of The Equitable Life
06903 AWDGF II: 9 Assurance Society of
ACM VII, The United States;
AMA: 8 Chairman and Chief
Executive Officer of Evlico.
Formerly a Director of Avon,
BP Amoco Corporation,
Ecolab, Inc., Tandem
Financial Group and
Donaldson, Lufkin & Jenrette
Securities Corporation.
David H. Dievler,#, Class One ACM I: 15 Independent Consultant. 94 None
72 (ACM VIII, ACM IV, V: 14 Until December 1994, Senior
P.O. Box 167, AWDGF, AWDGF: 10 Vice President of ACMC
Spring Lake, NJ AWDGF II ACM VIII, responsible for mutual fund
07762 and AMA AWDGF II: 9 administration. Prior to joining
2004) ACM VII, ACMC in 1984, Chief Financial
AMA: 8 Officer of Eberstadt Asset
Class Two Management since 1968. Prior
(ACM I, IV, to that, Senior Manager at Price
V and VII Waterhouse & Co., member of
2005##) the American Institute of
Certified Public Accountants
since 1953.
John H. Dobkin,#, Class One ACM I: 15 Consultant. Currently, 90 None
59 (ACM I, IV, ACM VIII, President of the Board of
P.O. Box 12, V and VII AWDGF II: 14 Save Venice, Inc. (preservation
Annandale, NY 2004) AMA: 13 organization). Formerly a
12504 ACM I, IV, V, Senior Adviser (June 1999-
Class Two VII: 4 June 2000) and President
(ACM VIII, (December 1989-May 1999)
AWDGF, of Historic Hudson Valley
AWDGF II, (historic preservation).
AMA 2005##) Previously Director of the
National Academy of Design.
During 1988-92, Director
and Chairman of the Audit
Committee of ACMC.
William H. Foulk, Jr.,#, Class Two AWDGF: 10 Investment Adviser and 108 None
69 (2005##) ACM VIII, Independent Consultant.
2 Sound View Drive AWDGF II: 8 Formerly Senior Manager
Suite 100 AMA: 7 of Barrett Associates, Inc., a
Greenwich, CT ACM I, IV, V, registered investment adviser,
06830 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.
5
Dr. James M. Hester,#, Class Two ACM I: 15 President of The Harry 12 None
77 (2005##) ACM IV, V: 14 Frank Guggenheim
The Harry Frank AWDGF: 10 Foundation, with which
Guggenheim ACM VIII, he has been associated
Foundation AWDGF II: 9 since prior to 1997.
527 Madison Avenue ACM VII, Formerly President of
New York, NY AMA: 8 New York University
10022-4301 and the New York
Botanical Garden.
Formerly 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 ACM I: 15 Senior Counsel of the 90 Placer Dome,
62 (2004) ACM IV, V: 14 law firm of Cahill Gordon Inc. (mining).
St. Bernards Road AWDGF: 10 & Reindel since February
Gladstone, NJ ACM VIII, 2001, and a partner of that
07934 AWDGF II: 9 firm for more than twenty-five
ACM VII, years prior thereto. President
AMA: 8 and Chief Executive Officer
of Wenonah Development
Company (investments).
Donald J. Robinson,#, Class One ACM I, IV, V, Senior Counsel of the 102 None
67 (2004) VII and VIII, law firm of Orrick,
98 Hells Peak Road AWDGF, Herrington & Sutcliffe LLP
Weston, VT AWDGF II since prior to 1997. Formerly
05161 and AMA: 7 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.
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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 and 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.
6
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.
Aggregate Dollar Range
of Equity Securities
Dollar Range of Equity of the Funds in the
Securities of the Funds Alliance Fund Complex
as of December 31, 2001 as of December 31, 2001
------------------------------ -----------------------
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
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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7
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 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.
8
Number of Number of
Investment Investment
Companies Portfolios within
in the Alliance the Alliance
Fund Complex, Fund Complex,
including including
Compensation the Funds, the Funds,
Compensation from from the Alliance as to which as to which
the Funds during Fund Complex, the Director the Director
their Fiscal Years including the is a Director is a Director
Name of Director ended in 2001 Funds, during 2001 or Trustee or Trustee
--------------------- ------------------ ------------------ ------------- -----------------
John D. Carifa $-0- $-0- 51 114
Ruth Block $6,260 ACM I $186,050.00 38 87
$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
John H. Dobkin $6,260 ACM I $210,900.00 41 90
$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. Foulk, Jr. $7,760 ACM I $249,400.00 45 108
$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. Hester $9,062 ACM I $90,650.00 12 12
$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
9
Clifford L. Michel $6,260 ACM I $199,087.50 39 90
$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 41 102
$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
---------------------------------------------------------------------------------------------------------------
Officer Information
Certain information concerning the Funds' officers is set forth below. The
Funds' officers do not serve for fixed terms.
Position(s)
Name, (Month and Year Principal Occupation
Address and Age* Year First Elected) during the past 5 years
------------------- ------------------------- -------------------------
John D. Carifa (56) Chairman of the Board of: See biography on page 4.
ACM I (12/94)
ACM VIII (4/95)
AWDGF (4/95)
AWDGF II (4/95)
AMA (1/95)
President of:
ACM IV (12/94)
ACM V (12/94)
ACM VII (12/94)
AMA (1/95)
10
Wayne D. Lyski (60) President, Executive Vice President
ACM I (6/87) of ACMC,** with which
ACM VIII (4/95) he has been associated
AWDGF (4/95) since prior to 1997.
AWDGF II (4/95)
Senior Vice President,
ACM IV (7/88)
ACM V (12/94)
ACM VII (12/94)
Kathleen A. Corbet (41) Senior Vice President, Executive Vice President
ACM I (4/96) of ACMC,** with which
ACM IV (4/96) she has been associated
ACM V (4/00) since prior to 1997.
ACM VII (4/95)
ACM VIII (6/95)
AWDGF (6/95)
AWDGF II (6/95)
AMA (9/94)
Gregory Dube (46) Senior Vice President, Senior Vice President and
ACM V (4/00) Head of the Global High
ACM VIII (4/00) Yield Group of ACMC**
AWDGF II (4/00) with which he has been
associated since 1998.
From 1996 to 1998, he was
a member of the Fixed
Income Group of Lazard
Freres.
Alfred Harrison (64) AMA Senior Vice Vice Chairman and Director
President (9/94) of ACMC,** with which he
has been associated since
prior to 1997.
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) Senior Vice President of
ACMC** since 1997.
11
George B. Caffrey (48) Vice President, Vice President of
ACM V (10/00) ACMC** and a Portfolio
ACM VIII (10/00) Manager since January
2000. Prior thereto, he
was with the High Yield
Bond Group at AIG Global
Investment Corp. since
prior to 1997.
Paul J. DeNoon (39) Vice President, Senior Vice President of
ACM I (3/93) ACMC,** with which he
ACM IV (9/94) has been associated since
ACM V (10/00) prior to 1997.
ACM VIII (10/00)
AWDGF (12/92)
AWDGF II (4/94)
David Dowden (39) ACM VII Vice Senior Vice President of
President (4/95) ACMC,** with which he has
been associated since 1997.
Terrance Hults (35) ACM VII Vice Vice President of ACMC,**
President (12/95) with which he has been
associated since prior to
1997.
John A. Koltes (59) AMA Vice President (9/94) Senior Vice President of
ACMC,** with which he has
been associated since
prior to 1997.
Michael Mon (31) Vice President, Vice President of ACMC,
ACM I (4/00) with which he has been
ACM IV (7/99) associated since June
1999. Prior thereto he
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 (4/99) Senior Vice President of
ACMC,** with which he has
been associated since
prior to 1997.
12
William E. Oliver (52) ACM VII Vice Senior Vice President of
President (6/93) ACMC,** with which he has
been associated since
prior to 1997.
Michael J. Reilly (37) AMA Vice President (9/94) Senior Vice President of
ACMC,** with which he has
been associated since
prior to 1997.
Christian Wilson (33) ACM V Vice President (4/96) Vice President of ACMC**
since 1997.
Mark D. Gersten (51) Treasurer and Senior Vice President
Chief Financial Officer, of Alliance Global
ACM I (6/87) Investor Services, Inc.
ACM IV (6/88) ("AGIS"),** with which
ACM V (7/88) he has been associated
ACM VII (2/93) since prior to 1997.
ACM VIII (9/93)
AWDGF (3/93)
AWDGF II (4/94)
AMA (9/94)
Edmund P. Bergan, Secretary, Senior Vice President
Jr. (51) ACM I (6/87) and the General Counsel
ACM IV (6/88) of Alliance Fund
ACM V (7/88) Distributors, Inc.
ACM VII (2/93) AGIS,** with which
ACM VIII (9/93) he has been associated
AWDGF (3/93) since prior to 1997.
AWDGF II (4/94)
AMA (9/94)
Thomas R. Manley (50) ACM VII Controller (4/99) Vice President of ACMC**
since prior to 1997.
-------------------------------------------------------------------------------
* The address for the Fund's officers is 1345 Avenue of the Americas, New
York, New York 10105.
** An affiliate of each 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
account-
13
ants 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 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.
14
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
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; (iii) all
other services provided to the Fund; and (iv) all other services provided to
the Adviser and entities that control, are controlled by or under common
control with the Adviser that provide services to the Fund ("Adviser
Affiliates").
15
Financial All
Information Other Fees for
Systems All Services Provided
Design and Other Fees* to the Adviser
Audit Implementation for Services and Adviser
Fees Fees Provided to Fund Affiliates*
------- -------------- ---------------- -----------------
ACM Income Fund, Inc. $48,000 $-0- $39,243 $659,700
ACM Government
Opportunity Fund, Inc. $40,000 $-0- $54,142 $550,800
ACM Managed Income
Fund, Inc. $43,000 $-0- $37,261 $500,800
ACM Municipal Securities
Income Fund, Inc. $40,000 $-0- $46,650 $543,700
ACM Managed Dollar
Income Fund, Inc. $48,000 $-0- $15,313 $499,800
Alliance World Dollar
Government Fund, Inc. $48,000 $-0- $14,115 $543,700
Alliance World Dollar
Government Fund II, Inc. $55,000 $-0- $12,489 $481,300
Alliance All-Market
Advantage Fund, Inc. $35,000 $-0- $17,140 $108,154
-------------------------------------------------------------------------------
* The fees vary significantly because they are presented based on the Funds'
respective most recently completed fiscal years. The fees listed in the last
column 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
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."
16
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 of
Capital Stock December 28, 2001 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 --
------------------------------------------------------------------------------------------------
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.
17
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 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 24, 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 7, 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
18
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 21, 2002
New York, New York
19
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 18
Other Matters 18
Submission of Proposals for the Next Annual Meeting of Stockholders 18
Reports to Stockholders 19
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
PROXY ACM MANAGED DOLLAR 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 Managed Dollar Income Fund,
Inc., a Maryland corporation (the "Corporation"), hereby appoints
Carol H. Rappa and Christina A. Santiago, or either of them, as
proxies for the undersigned, with full power of substitution in
each of them, to attend the Annual Meeting of Stockholders of the
Corporation (the "Annual Meeting") to be held at 11:00 a.m.,
Eastern Time, on March 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 and revokes any proxy heretofore
given with respect to the Annual Meeting.
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 THIS PROXY IS PROPERLY EXECUTED BUT NO
DIRECTION IS MADE AS REGARDS A PARTICULAR PROPOSAL OR OTHER
MATTERS, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL
BE CAST "FOR" THE ELECTION OF THE NOMINEES REFERRED TO IN
PROPOSAL ONE AS DIRECTORS; "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 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 MANAGED DOLLAR INCOME FUND, INC.
Your Board of Directors
urges you to vote "FOR" the
election of all Nominees
and "FOR" Proposal Two.
Please mark votes as in this example: /X/
WITHHOLD FOR ALL
1. Election of Directors FOR ALL FROM ALL EXCEPT AS
NOMINEES NOMINEES NOTED ABOVE
/ / / / / /
Class Two Nominees
(term expires 2005):
(01) John H. Dobkin
(02) William H. Foulk
(03) Dr. James M. Hester
2. Approval of amendment to the FOR AGAINST ABSTAIN
Charter authorizing the / / / / / /
Board of Directors from time to
time to increase or decrease the
number of authorized shares of
stock of the Corporation.
3. To vote and otherwise represent
the undersigned on any other
matters that may properly
come before the Annual Meeting
or any postponement or
adjournment thereof, in the
discretion of the proxy
holder(s).
Mark here for address change and note
at left / /
Please be sure to sign and date this Proxy.
______________________________________
(Signature of Stockholder)
______________________________________
(Signature of joint owner, if any)
Date _______________, 2002
00250209.AV7