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 14a6(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 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.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME 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, 2003
To the Stockholders of 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"), Alliance All-Market Advantage Fund, Inc. ("AMA"),
Alliance California Municipal Income Fund, Inc. ("ACMIF"), Alliance National
Municipal Income Fund, Inc. ("ANMIF") and Alliance New York Municipal Income
Fund, Inc. ("ANYMIF"):
Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of ACM IV, ACM V, ACM VII, ACM VIII, AWDGF, AWDGF II, AMA, ACMIF,
ANMIF and ANYMIF, each of which is a Maryland corporation (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, 2003 at 11:00 a.m. Eastern Time, for the following purposes, all of
which are more fully described in the accompanying Proxy Statement dated
February 3, 2003:
1. To elect two Directors of each Fund, except ACMIF, ANMIF and ANYMIF, each
such Director to hold office for a term of three years and until his or
her successor is duly elected and qualifies, and, for ACMIF, ANMIF and
ANYMIF, to elect eight Directors, each such Director to hold office for a
term of either one, two or three years, as provided herein, until his or
her successor is duly elected and qualifies; and
2. 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 27, 2002 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 4, 2003
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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 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.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
JOINT ANNUAL MEETING OF STOCKHOLDERS
March 20, 2003
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the respective Boards of Directors of 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"),
Alliance All-Market Advantage Fund, Inc. ("AMA"), Alliance California
Municipal Income Fund, Inc. ("ACMIF"), Alliance National Municipal Income
Fund, Inc. ("ANMIF") and Alliance New York Municipal Income Fund, Inc.
("ANYMIF"), 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, 2003 at 11:00 a.m. Eastern Time. 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 3, 2003.
The Board of Directors of each Fund has fixed the close of business on
December 27, 2002 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
27, 2002 consisted of 12,721,153 shares of common stock of ACM IV, 24,639,197
shares of common stock and 900 shares of Remarketed Preferred Stock, Series A
of ACM V, 11,007,413 shares of common stock and 3,600 shares of each of
Municipal Income Preferred Shares, Series A, Series B and Series C of ACM VII,
22,398,183 shares of common stock of ACM VIII, 8,890,052 shares of common
stock of AWDGF, 77,850,368 shares of common stock of AWDGF II, 3,627,822
shares of common stock of AMA, 8,519,002 shares of common stock and 3,240
shares of each of Auction Preferred Shares, Series M and Series T of ACMIF,
20,471,667 shares of common stock and 7,800 shares of each of Auction
Preferred Shares, Series M, Series T, Series W and Series Th of ANMIF and
4,826,667 shares of common stock and 1,800 shares of each of Auction Preferred
Shares, Series M and Series T of ANYMIF, 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, ACMIF, ANMIF and ANYMIF
will have equal voting rights with the holders of the common stock of ACM V,
ACM VII, ACMIF, ANMIF and ANYMIF (i.e., one vote per share), respectively, and
will vote together with the holders of ACM V, ACM VII, ACMIF, ANMIF and ANYMIF
common stock, respectively, as a single class on proposals that may be
properly presented at the Meeting applicable to their respective Funds. The
holders of the preferred stock of each 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 ACM V, ACM VII, ACMIF, ANMIF
and ANYMIF, these preferred stock Directors are Ms. Ruth Block and Dr. James
M. Hester. With respect to ACM V and ACM VII, Ms. Ruth Block is standing for
re-election at the Meeting, as her current term expires as of then, and Dr.
Hester is not standing for re-election at the Meeting, as his term does not
expire until 2005. With respect to ACMIF, ANMIF and ANYMIF, both Ms. Block and
Dr. Hester are standing for election at the Meeting.
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 the election of one Director, (ii) proxies from the holders of
common stock of ACM IV, ACM VIII, AWDGF, AWDGF II and AMA will be voted for
the election of two Directors, (iii) proxies from the holders of the preferred
stock of ACM V and ACM VII will be voted for the election of two Directors,
(iv) proxies from the holders of the common stock of ACMIF, ANMIF and ANYMIF
will be voted for the election of six Directors, and (v) proxies from the
holders of the preferred stock of ACMIF, ANMIF and ANYMIF will be voted for
the election of eight 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 the proposals which
require the affirmative vote of a majority or plurality of votes cast at the
meeting. If any proposal, other than Proposal One, 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 Ms. Block as a Director of ACM V and
ACM VII and for the election of Ms. Block and Dr. Hester as a Director of
ACMIF, ANMIF and ANYMIF 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 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 $33,900 for its services, to be paid by the Funds as follows: ACM
IV--$2,700, ACM V--$3,200, ACM VII--$2,700, ACM VIII--$3,200, AWDGF--$2,700,
AWDGF II--$6,700, AMA--$2,700, ACMIF--$3,000, ANMIF--$4,000 and
ANYMIF--$3,000, plus reimbursement of out-of-pocket expenses.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, two Directors of each Fund except ACMIF, ANMIF and ANYMIF
will be elected to serve for terms of three years, and, in each case, until
his or her 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 Ms. Block as a Director of these Funds. It is the intention of the
persons named in the enclosed proxy to nominate and vote in favor of the
election of two individuals in Class Three, as described below.
With respect to ACMIF, ANMIF and ANYMIF, eight Directors (including the
Directors representing the Preferred Shares series) will be elected to serve
for terms of one, two or three years, as the case may be, and until their
successors are elected and qualify. 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 the plurality of the votes cast by the
holders of the Preferred Shares series of ACMIF, ANMIF and ANYMIF is required
to elect Ms. Block and Dr. Hester as Directors. It is the intention of the
persons named in the enclosed proxy to nominate and vote in favor of the
election of eight individuals, as described below.
Pursuant to the Funds' respective Charters and Bylaws, the Board of
Directors of each Fund has been divided into three classes. With respect to
all of the Funds except ACMIF, ANMIF and ANYMIF, the terms of Class Three
Directors will expire as of the Meeting, the terms of Class One Directors will
expire as of the annual meeting of stockholders to be held in 2004 and the
terms of Class Two Directors will expire as of the annual meeting of
stockholders to be held in 2005. With respect to ACMIF, ANMIF and ANYMIF, the
terms of Class Three Directors will expire as of the annual meeting of
stockholders to be held in 2006, the terms of Class One Directors will expire
as of the annual meeting of stockholders to be held in 2004 and the terms of
Class Two Directors will expire as of the annual meeting of stockholders to be
held in 2005. Upon expiration of the terms of the Directors of each class as
set forth above, the terms of their successors in that class will continue
until the end 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, Mr. John D. Carifa and Ms. Ruth Block, in Class Three of
each of the Funds, except ACMIF, ANMIF and ANYMIF, are standing for
re-election. With respect to ACMIF, AMNIF and ANYMIF, Mr. Carifa and Ms. Block
are standing for election to Class Three, Mr. John H. Dobkin, Mr. Clifford L.
Michel and Mr. Donald J. Robinson are standing for election to Class One and
Mr. William H. Foulk, Jr., Mr. David H. Dievler and Dr. James M. Hester are
standing for election to Class Two. Each nominee has consented to serve as a
Director. The Boards of Directors know of no reason why any of the nominees
for the Boards of Directors will be unable to serve, but in the event any
nominee is unable to serve or for good cause will not serve, the proxies
received indicating a vote in favor of such nominee 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 except ACMIF, ANMIF and ANYMIF, only Mr. Carifa and
Ms. Block are standing for re-election. With respect to ACMIF, ANMIF and
ANYMIF, each of the eight Directors is standing for election.
Number of
Portfolios
Year Principal in Alliance Other
Term as Occupation(s) Fund Complex Directorships
Name, Address a Director Years of During Overseen by Held by
and Age Will Expire Service * Past 5 Years Director Director
------- ----------- --------- ------------ -------- --------
INTERESTED 114 None
DIRECTOR**
John D. Carifa, 57 Class Three ACM IV, V: 15 President, Chief Operating
1345 Avenue of the (2006##) AWDGF: 11 Officer and a Director of
Americas, ACM VIII, Alliance Capital Management
New York, NY 10105 AWDGF II: 10 Corporation, the general
Chairman of the Board of ACM VII, partner of the Adviser
each of the Funds AMA: 9 ("ACMC"), with which he has
ACMIF, ANMIF, been associated since prior
ANYMIF: 1 to 1998.
DISINTERESTED DIRECTORS 93 None
Ruth Block,#,
72 Class Three ACM IV, V: 15 Formerly an Executive Vice
P.O. Box 4623 (2006##) AWDGF: 11 President and Chief
Stamford, CT ACM VIII, Insurance Officer of The
06903 AWDGF II: 10 Equitable Life Assurance
ACM VII, Society of The United
AMA: 9 States; Chairman and Chief
ACMIF, ANMIF, Executive Officer of
ANYMIF: 1 Evlico; a Director of Avon,
BP Amoco Corporation (oil
and gas), Ecolab, Inc.
(specialty chemicals),
Tandem Financial Group and
Donaldson, Lufkin & Jenrette
Securities Corporation.
David H. Dievler,#, Class One ACM IV, V: 15 Independent Consultant. 98 None
73 (ACM VIII, AWDGF: 11 Until December 1994 he was
P.O. Box 167, AWDGF, ACM VIII, Senior Vice President of
Spring Lake, NJ AWDGF II AWDGF II: 10 ACMC responsible for mutual
07762 and AMA ACM VII, fund administration. Prior
2004) AMA: 9 to joining ACMC in 1984, he
ACMIF, ANMIF, was Chief Financial Officer
ANYMIF: 1 of Eberstadt Asset
Class Two Management since 1968. Prior
(ACM IV, V to that, he was Senior
and VII Manager at Price Waterhouse
2005) & Co. Member of the
American Institute of
Class Two Certified Public Accountants
(ACMIF, since 1953.
ANMIF and
ANYMIF 2005##)
John H. Dobkin,#, Class One ACM VIII, Consultant. He was formerly 94 None
60 (ACM IV, AWDGF: II: 10 a Senior Adviser (June
P.O. Box 12, V and VII AMA: 9 1999-June 2000) and
Annandale, NY 2004) ACM IV, V, President (December 1989-May
12504 VII: 5 1999) of Historic Hudson
ACMIF, ANMIF, Valley (historic
Class One ANYMIF: 1 preservation). Previously,
(ACMIF, he was Director of the
ANMIF and National Academy of Design.
ANYMIF During 1988-92, he was
2004##) Director and Chairman of the
Audit Committee of ACMC.
Class Two
(ACM VIII,
AWDGF,
AWDGF II
and AMA
2005)
William H. Foulk, Jr.,#, Class Two AWDGF: 11 Investment Adviser and 110 None
70 (ACM IV, V, ACM VIII, Independent Consultant. He
2 Sound View Drive VII and AWDGF II: 10 was formerly Senior Manager
Suite 100 VIII, AMA: 9 of Barrett Associates, Inc.,
Greenwich, CT AWDGF, ACM IV, V, a registered investment
06830 AWDGF II VII: 5 adviser, with which he had
and AMA ACMIF, ANMIF been associated since prior
2005) ANYMIF: 1 to 1998. He was formerly
Deputy Comptroller of the
State of New York and, prior
Class Two thereto, Chief Investment
(ACMIF, Officer of the New York Bank
ANMIF and for Savings.
ANYMIF
2005##)
Dr. James M. Hester,#, Class Two ACM IV, V: 15 President of The Harry Frank 11 None
78 (ACM IV, V, AWDGF: 11 Guggenheim Foundation, with
25 Cleveland Lane VII and ACM VIII, which he has been associated
Princeton, NJ 08540 VIII, AWDGF II: 10 since prior to 1998. He was
AWDGF, ACM VII, formerly President of New
AWDGF II AMA: 9 York University and the New
and AMA ACMIF, ANMIF, York Botanical Garden. He
2005) ANYMIF: 1 was formerly Rector of the
United Nations University
and Vice Chairman of the
Class Two Board of the Federal Reserve
(ACMIF, Bank of New York.
ANMIF and
ANYMIF
2005##)
Clifford L. Michel,#, Class One ACM IV, V: 15 Senior Counsel of the law 93 Placer Dome
63 (ACM IV, V, AWDGF: 11 firm of Cahill Gordon & Inc.
15 St. Bernard's Road VII and ACM VIII, Reindel since February 2001,
Gladstone, NJ VIII, AWDGF II: 10 and a partner of that firm
07934 AWDGF, ACM VII, for more than twenty-five
AWDGF II AMA: 9 years prior thereto. He is
and AMA ACMIF, ANMIF, President and Chief
2004) ANYMIF: 1 Executive Officer of Wenonah
Development Company
(investments) and a Director
Class One of Placer Dome Inc. (mining).
(ACMIF,
ANMIF and
ANYMIF
2004##)
Donald J. Robinson,#, Class One ACM IV, V, Senior Counsel to the law 92 None
68 (ACM IV, V, VII and VIII, firm of Orrick, Herrington &
98 Hell's Peak Road VII and AWDGF, Sutcliffe LLP since prior to
Weston, VT VIII, AWDGF II 1998. He was formerly a
05161 AWDGF, and AMA: 7 senior partner and a member
AWDGF II ACMIF, ANMIF, of the Executive Committee
and AMA ANYMIF: 1 of that firm. He was
2004) formerly a member of the
Municipal Securities
Rulemaking Board and a
Class One Trustee of the Museum of the
(ACMIF, City of New York.
ANMIF and
ANYMIF
2004##)
-----------------------------
* "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 elected or re-elected, as the case may be, 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.
Aggregate Dollar Range
of Equity Securities of
Dollar Range of Equity the Funds in the
Securities of the Funds Alliance Fund Complex
as of December 31, 2002 as of December 31, 2002
----------------------- -----------------------
John D. Carifa AWDGF II: $1-$10,000 over $100,000
AMA $10,001-$50,000
Ruth Block ACM V: $10,001-$50,000 over $100,000
ACM VIII: $10,001-$50,000
AWDGF II: $10,001-$50,000
AMA: $10,001-$50,000
David H. Dievler ACM IV: $1-$10,000 over $100,000
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 IV: $1-$10,000 over $100,000
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 IV: $1-$10,000 over $100,000
ACM V: $1-$10,000
AWDGF: $1-$10,000
AMA: $10,001-$50,000
ANYMIF: over $100,000
Clifford L. Michel ACM IV: $1-$10,000 over $100,000
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: $1-$10,000
AMA: $10,000-$50,000
As of December 27, 2002, 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 2002, the Board of Directors of ACM IV
met 5 times; of ACM V, 5 times; of ACM VII, 6 times; of ACM VIII, 5 times; of
AWDGF, 5 times; of AWDGF II, 8 times; of AMA, 5 times; of ACMIF, 8 times; of
ANMIF, 8 times; and of ANYMIF, 8 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 Committee of each of the Funds except ACMIF,
ANMIF and ANYMIF met 3 times during their Fund's most recently completed
fiscal year, and the Audit Committee of ACMIF, ANMIF and ANYMIF met one time
during its most recently completed fiscal year. The Nominating Committee of
each of the Funds did not meet during the Funds' respective most recently
completed fiscal year. The Nominating Committees were constituted for the
purpose of 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 2002, the
aggregate compensation paid to the Directors during calendar year 2002 by all
of the investment companies in the Alliance Fund Complex, and the total number
of investment companies in the Alliance Fund Complex as to which the Directors
are a director or trustee and the number of investment portfolios as to which
the Directors are directors or trustees, 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
Companies Portfolios within
in the Alliance the Alliance
Compensation Fund Complex, Fund Complex,
Compensation from from the Alliance including the including the
the Funds during Fund Complex, Funds, as to which Funds, as to which
their Fiscal Years including the the Director is a the Director is a
Name of Director ended in 2002 Funds, during 2002 Director or Trustee Director or Trustee
---------------- ------------- ------------------ ------------------- -------------------
John D. Carifa $-0 $-0 53 114
Ruth Block $3,718 ACM IV $192,600 43 93
$3,718 ACM V
$3,711 ACM VII
$4,484 ACM VIII
$5,151 AWDGF
$6,189 AWDGF II
$4,484 AMA
$1,936 ACMIF
$1,935 ANMIF
$1,935 ANYMIF
David H. Dievler $3,717 ACM IV $246,238 48 98
$3,717 ACM V
$3,710 ACM VII
$4,483 ACM VIII
$5,150 AWDGF
$7,179 AWDGF II
$4,483 AMA
$2,436 ACMIF
$2,432 ANMIF
$2,432 ANYMIF
John H. Dobkin $3,727 ACM IV $217,888 45 94
$3,727 ACM V
$3,720 ACM VII
$4,493 ACM VIII
$5,160 AWDGF
$6,189 AWDGF II
$4,493 AMA
$1,945 ACMIF
$1,944 ANMIF
$1,944 ANYMIF
William H. Foulk, Jr. $3,727 ACM IV $241,700 49 110
$3,727 ACM V
$3,720 ACM VII
$4,493 ACM VIII
$5,160 AWDGF
$7,189 AWDGF II
$4,493 AMA
$1,945 ACMIF
$1,944 ANMIF
$1,944 ANYMIF
Dr. James M. Hester $6,063 ACM IV $91,250 11 11
$7,695 ACM V
$7,633 ACM VII
$9,383 ACM VIII
$10,428 AWDGF
$8,609 AWDGF II
$9,382 AMA
$4,633 ACMIF
$4,632 ANMIF
$4,632 ANYMIF
Clifford L. Michel $3,718 ACM IV $201,950 44 93
$3,718 ACM V
$3,711 ACM VII
$4,484 ACM VIII
$5,151 AWDGF
$6,189 AWDGF II
$4,484 AMA
$2,437 ACMIF
$2,433 ANMIF
$2,435 ANYMIF
Donald J. Robinson $3,727 ACM IV $193,100 43 92
$3,727 ACM V
$3,720 ACM VII
$4,493 ACM VIII
$5,161 AWDGF
$6,189 AWDGF II
$4,494 AMA
$1,946 ACMIF
$1,945 ANMIF
$1,945 ANYMIF
Officer Information
Certain information concerning the Funds' officers is set forth below.
The Funds' officers are elected annually by the respective Baord of Directors
to serve until his or her successor is duly elected and qualifies.
Position(s)
Name, (Month and Year Principal Occupation
Address and Age* Year First Elected) during the past 5 years
---------------- ------------------- -----------------------
John D. Carifa (57) Chairman of the Board of: See biography on page 4.
ACM VIII (4/95)
AWDGF (4/95)
AWDGF II (4/95)
AMA (1/95)
ACMIF (11/01)
ANMIF (11/01)
ANYMIF (11/01)
President of:
ACM IV (12/94)
ACM V (12/94)
ACM VII (12/94)
AMA (1/95)
ACMIF (11/01)
ANMIF (11/01)
ANYMIF (11/01)
Kathleen A. Corbet (42) Senior Vice President, Executive Vice President
ACM IV (4/96) of ACMC,** with which
ACM V (4/00) she has been associated
ACM VII (4/95) since prior to 1998.
ACM VIII (6/95)
AWDGF (6/95)
AWDGF II (6/95)
AMA (9/94)
ACMIF (11/01)
ANMIF (11/01)
ANYMIF (11/01)
Alfred Harrison (65) AMA Senior Vice President Vice Chairman and
(9/94) Director of ACMC,** with
which he has been
associated since prior
to 1998.
Guy Davidson (41) Senior Vice President, Senior Vice President of
ACM VII ACMC,** with which he
ACMIF (11/01) has been associated
ANMIF (11/01) since prior to 1998.
ANYMIF (11/01)
Thomas J. Bardong (57) AMA Vice President (4/95) Senior Vice President of
ACMC,** with which he
has been associated
since prior to 1998.
Matthew Bloom (46) ACM V Vice President (4/01) Senior Vice President of
ACMC,** with which he
has been associated
since prior to 1998.
George D. Caffrey (49) Vice President, Vice President of ACMC**
ACM V (10/00) and a Portfolio Manager
ACM VIII (10/00) since January 2000. He
was with the High Yield
Bond Group at AIG Global
Investment Corp. since
prior to 1998.
Paul J. DeNoon (40) Vice President, Senior Vice President of
ACM IV (9/94) ACMC,** with which he
ACM V (10/00) has been associated
ACM VIII (10/00) since prior to 1998.
AWDGF (12/92)
AWDGF II (4/94)
David M. Dowden (37) Vice President, Senior Vice President of
ACM VII (4/95) ACMC,** with which he
ACMIF (12/01) has been associated
ANMIF (12/01) since 1998.
ANYMIF (12/01)
Terrance T. Hults (36) Vice President, Vice President of
ACM VII (12/95) ACMC,** with which he
ACMIF (12/01) has been associated
ANMIF (12/01) since prior to 1998.
ANYMIF (12/01)
John A. Koltes (60) AMA Vice President (9/94) Senior Vice President of
ACMC,** with which he
has been associated
since prior to 1998.
Michael L. Mon (33) ACM IV Vice President Vice President of ACMC,**
(7/99) with which he has been
associated since June
1999. Prior thereto he
was a portfolio manager
at Brundage, Story and
Rose since 1998.
Daniel Nordby (58) AMA Vice President (4/99) Senior Vice President of
ACMC,** with which he
has been associated
since prior to 1998.
William E. Oliver (53) ACM VII Vice Senior Vice President of
President (6/93) ACMC,** with which he
has been associated
since prior to 1998.
Michael J. Reilly (38) AMA Vice President (9/94) Senior Vice President of
ACMC,** with which he
has been associated
since prior to 1998.
Mark D. Gersten (52) Treasurer and Senior Vice President of
Chief Financial Officer, Alliance Global Investor
ACM IV (6/88) Services, Inc.
ACM V (7/88) ("AGIS")** and a Vice
ACM VII (2/93) President of Alliance
ACM VIII (9/93) Fund Distributors, Inc.
AWDGF (3/93) ("AFD"),** with which he
AWDGF II (4/94) has been associated since
AMA (9/94) prior to 1998.
ACMIF (12/01)
ANMIF (12/01)
ANYMIF (12/01)
Vincent S. Noto (38) Controller, Vice President of
ACM IV (4/96) AGIS,** with which he
ACM V (4/96) has been associated
ACM VII (4/96) since prior to 1998.
AWDGF (4/96)
AWDGF II (4/96)
AMA (4/96)
Edmund P. Bergan, Jr. (52) Secretary, Senior Vice President and
ACM IV (6/88) the General Counsel of
ACM V (7/88) AFD** and AGIS,** with
ACM VII (2/93) which he has been
ACM VIII (9/93) associated since prior to
AWDGF (3/93) 1998.
AWDGF II (4/94)
AMA (9/94)
ACMIF (11/01)
ANMIF (11/01)
ANYMIF (11/01)
Thomas R. Manley (51) Controller, Vice President of
ACM VII (4/99) ACMC,** with which he
ACMIF (12/01) has been associated
ANMIF (12/01) since prior to 1998.
ANYMIF (12/01)
* The address for the Funds' 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. 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 Audit Committee 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, as
currently in effect, 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.
Independent Accountants
The Boards of Directors of each of the Funds at meetings held on December 10,
2001 (ACMIF, ANMIF and ANYMIF), January 22, 2002 (AWDGF II), July 17, 2002
(ACM IV, ACM V and ACM VIII) and September 21, 2002 (ACM VII and AWDGF),
respectively, 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, 2003), ACM IV (July 31, 2003), ACM V (August 31, 2003), ACM
VIII (September 30, 2003), ACM VII (October 31, 2003), AWDGF (October 31,
2003), ACMIF (October 31, 2003), ANMIF (October 31, 2003) and ANYMIF (October
31, 2003). The Board of Directors of AMA at a meeting held July 17, 2002
similarly approved by vote, cast in person, of a majority of the Directors of
the Fund, including a majority of the Directors who are not "interested
persons" of the Fund, PricewaterhouseCoopers LLP, independent accountants, to
audit the accounts of AMA for the fiscal year ending September 30, 2003. In
reliance on Rule 32a-4 under the Act, the Funds are not seeking stockholder
ratification of the selection of their independent accountants.
Ernst & Young LLP has audited the accounts of ACM IV, ACM VII, ACM VIII,
AWDGF, AWDGF II, ACMIF, ANMIF and ANYMIF since the respective dates of
commencement of each such Fund's 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").
All
Financial Other Fees for
Information All Services
Systems Other Fees* Provided
Design and for Services to the Adviser
Audit Implementation Provided to and Adviser
Fees Fees Fund Affiliates*
---- -------------- ----------- --------------
ACM Government
Opportunity Fund, Inc. $40,000 $-0- $27,417 $815,596
ACM Managed Income
Fund, Inc. $43,000 $-0- $38,893 $703,161
ACM Municipal Securities
Income Fund, Inc. $40,000 $-0- $33,782 $612,361
ACM Managed Dollar
Income Fund, Inc. $48,000 $-0- $20,073 $714,661
Alliance World Dollar
Government Fund, Inc. $48,000 $-0- $24,942 $612,361
Alliance World Dollar
Government Fund II,
Inc. $48,000 $-0- $26,169 $838,986
Alliance All-Market
Advantage Fund, Inc. $38,000 $-0- $23,235 $1,119,664
Alliance California
Municipal Income
Fund, Inc. $22,500 $-0- $26,000 $612,361
Alliance National
Municipal Income
Fund, Inc. $22,500 $-0- $26,000 $612,361
Alliance New York
Municipal Income
Fund, Inc. $22,500 $-0- $24,000 $612,361
* 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 Board of Directors of each Fund unanimously recommends that the
stockholders of each Fund vote FOR the election or re-election, as the case
may be, of each Fund's foregoing nominees as fully described in this Proxy
Statement, to serve as a Director of his or her respective 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
IV, ACM VII, AWDGF, AWDGF II , AMA, ACMIF, ANMIF and ANYMIF is the Adviser.
Prudential Investments Fund Management LLC, Gateway Center Three, 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 New York
Stock Exchange initial reports of ownership and reports of changes in
ownership of shares of the Funds. During the fiscal year ended 2002, for
ACMIF, ANMIF and ANYMIF, initial reports of beneficial ownership of securities
on Form 3 were inadvertently filed late on behalf of Edmund P. Bergan,
Secretary of each these Funds; Kathleen A. Corbet, Senior Vice President of
each of these Funds; Guy Davidson, Senior Vice President of each of these
Funds; David M. Dowden, Vice President of each of these Funds; Mark D.
Gersten, Treasurer of each of these Funds; Jose Hernandez, Assistant
Controller of each of these Funds; Terrance T. Hults, Vice President of each
of these Funds; Thomas R. Manley, Controller of each of these Funds; Vincent
S. Noto, Assistant Controller of each of these Funds; and Domenick Pugliese,
Assistant Secretary of each of these Funds. Each of these reports reflected
that the filer is a reporting person required to file Form 3 by virtue of his
or her position with these Funds. None of these filers own any securities of
these Funds, nor do the reports relate to any transactions in securities of
these Funds.
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 27, 2002, 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 4,635,536 shares, or 36.44%, 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 7,
2003 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. In addition,
stockholder proposals are subject to certain requirements under the federal
securities laws and the Maryland General Corporation Law and must be submitted
in accordance with each Fund's Bylaws.
The persons named as proxies for the 2004 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, except ACMIF, ANMIF or ANYMIF, receives notice of the
matter by December 19, 2003 (or such earlier date as may be specified by an
advance notice provision, if any, in the Fund's Bylaws), and in the case of
ACMIF, ANMIF and ANYMIF, receives notice of the matter no sooner than October
7, 2003 and no later than November 6, 2003. 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 4, 2003
New York, New York
TABLE OF CONTENTS
Page
Introduction 1
Proposal One: Election of Directors 4
Information as to the Investment Adviser
and the Administrators of the Funds 17
Other Matters 17
Submission of Proposals for the Next Annual Meeting of Stockholders 17
Reports to Stockholders 18
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.
Alliance California Municipal Income Fund, Inc.
Alliance National Municipal Income Fund, Inc.
Alliance New York Municipal Income Fund, Inc.
-----------------------------------------------------------------------------
[LOGO OF ALLIANCE CAPITAL]
Alliance Capital Management L.P.
-----------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
March 20, 2003
00250.0209 #373966
PROXY ACM MANAGED DOLLAR INCOME FUND, INC. PROXY
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON MARCH 20, 2003
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, 2003 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 Annual Meeting and accompanying Proxy Statement and revokes any
proxy heretofore given with respect to the Annual Meeting.
The Board of Directors knows of no reason why any of the nominees for
the Board of Directors would be unable to serve, but in the event any nominee is
unable to serve or for good cause will not serve, the proxies received
indicating a vote in favor of such nominee will be voted for a substitute
nominee as the Board of Directors may recommend.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS
PROXY IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE
CAST BY THE UNDERSIGNED WILL BE CAST "FOR" THE ELECTION OF THE NOMINEES REFERRED
TO IN PROPOSAL ONE AS DIRECTORS; 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 the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND
RETURN THIS PROXY CARD PROMPTLY. YOU MAY USE 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.
Please mark votes as in this example: /X/
1. Election of Directors WITHHOLD FOR ALL
FOR ALL FROM ALL EXCEPT AS
NOMINEES NOMINEES NOTED BELOW
/_/ /_/ /_/
Class Three Nominees
(term expires 2006):
John D. Carifa /_/
Ruth Block /_/
2. 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, date and return this
Proxy promptly. You may use the enclosed
envelope.
-------------------------------------------
(Signature of Stockholder)
-------------------------------------------
(Signature of joint owner, if any)
Date __________, 2003
00250.0209 #380099