EX-99.2D HOLDERS RTS 4 acm_99d200250262aa8.txt EXHIBIT (D)(2) FORM OF NOTICE OF GUARANTEED DELIVERY FORM OF NOTICE OF GUARANTEED DELIVERY For Shares of Common Stock of ACM INCOME FUND, INC. Subscribed for under Primary Subscription and the Over-Subscription Privilege As set forth in the Prospectus, this form or one substantially equivalent hereto may be used as a means of effecting subscription and payment for all shares of the Fund's common stock (the "Shares") subscribed for under the Primary Subscription and the Over-Subscription Privilege. Such form may be delivered by hand or sent by facsimile transmission, overnight courier or first class mail to the Subscription Agent. The Subscription Agent is: -------------------------- EQUISERVE TRUST COMPANY, N.A. Attention: Corporate Reorganization By Mail: By Facsimile: -------- ------------- P.O. Box 43025 (781) 380-3388 Providence, RI 02940-3025 Confirm by telephone to: ------------------------ (800) 219-4218 By Overnight Courier: By Hand: -------------------- -------- 40 Campanelli Drive Securities Transfer and Braintree, MA 02184 Reporting Services, Inc. c/o EquiServe Trust Company, N.A. 100 William St. Galleria New York, NY 10038 DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A TELECOPY FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY. The New York Stock Exchange member firm or bank or trust company which completes this form must communicate this guarantee and the number of Shares subscribed for in connection with this guarantee (separately disclosed as to the Primary Subscription and the Over-Subscription Privilege) to the Subscription Agent and must deliver this Notice of Guaranteed Delivery, guaranteeing delivery of (a) payment in full for all subscribed Shares and (b) a properly completed and signed copy of the Subscription Certificate (which certificate and full payment must then be delivered no later than the close of business of the third business day after the Expiration Date, unless extended) to the Subscription Agent prior to 5:00 p.m., New York time, on the Expiration Date, unless extended. Failure to do so will result in a forfeiture of the Rights. GUARANTEE The undersigned, a member firm of the New York Stock Exchange or a bank or trust company having an office or correspondent in the United States, guarantees delivery to the Subscription Agent by no later than 5:00 p.m., New York time, on December 19, 2001 (unless extended as described in the Prospectus) of (a) a properly completed and executed Subscription Certificate and (b) payment of the full Subscription Price for Shares subscribed for on Primary Subscription and for any additional Shares subscribed for pursuant to the Over-Subscription Privilege, as subscription for such Shares is indicated herein or in the Subscription Certificate. (continued on other side) 2 Broker Assigned Control #________ ACM INCOME FUND, INC. 1. Primary Number of Rights Number of Primary Payment to be Subscription to be exercised Subscription Shares made in requested for which connection with you are guaranteeing Primary delivery of Rights Subscription Rights and Payment Shares ______ Rights ______ Shares $__________ (Rights divided by 3) 2. Over-Subscription Number of Over- Payment to Subscription Shares be made in requested for which connection you are guaranteeing with Over- payment Subscription Shares ______ Shares $__________ 3. Totals Total Number of Rights to be Delivered ______ Rights $__________ Total Payment Method of delivery (circle one) A. Through The Depository Trust Company ("DTC") B. Direct to EquiServe, as Subscription Agent. Please reference below the registration of the Rights to be delivered. __________________ __________________ __________________ Please assign a unique control number for each guarantee submitted. This number needs to be referenced on any direct delivery of Rights or any delivery through DTC. In addition, please note that if you are guaranteeing for Over-Subscription Shares and are a DTC participant, you must also execute and forward to EquiServe a DTC Participant Over-Subscription Exercise form. 3 _____________________________ ___________________________ Name of Firm Authorized Signature _____________________________ ___________________________ DTC Participant Number Title _____________________________ ___________________________ Address Name (Please Type or Print) _____________________________ ___________________________ Zip Code Phone Number _____________________________ ___________________________ Contact Name Date 4 00250262.AA8