EX-99.77E LEGAL

Alliance World Dollar Government Fund II
March-06

Item 77E

Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and
Exchange Commission ("SEC") and the Office of the New York Attorney
General ("NYAG") have been investigating practices in the mutual fund
industry identified as "market timing" and "late trading" of mutual fund
shares. Certain other regulatory authorities have also been conducting
investigations into these practices within the industry and have
requested that the Adviser provide information to them. The Adviser
has been cooperating and will continue to cooperate with all of these
authorities. The shares of the Fund are not redeemable by the Fund,
but are traded on an exchange at prices established by the market.
Accordingly, the Fund and its shareholders are not subject to
the market timing and late trading practices that are the subject
of the investigations mentioned above or the lawsuits described
below. Please see below for a description of the agreements
reached by the Adviser and the SEC and NYAG in connection
with the investigations mentioned above.

Numerous lawsuits have been filed against the Adviser and certain
other defendants in which plaintiffs make claims purportedly based on
or related to the same practices that are the subject of the SEC and
NYAG investigations referred to above. Some of these lawsuits name
the Fund as a party. The lawsuits are now pending in the
United States District Court for the District of Maryland pursuant
to a ruling by the Judicial Panel on Multidistrict Litigation
transferring and centralizing all of the mutual funds involving
market and late trading in the District of Maryland
(the "Mutual Fund MDL"). Management of the Adviser believes
that these private lawsuits are not likely to have a material adverse
effect on the results of operations or financial condition of the Fund.

On December 18, 2003, the Adviser confirmed that it had reached
terms with the SEC and the NYAG for the resolution of regulatory
claims relating to the practice of "market timing" mutual fund shares
in some of the AllianceBernstein Mutual Funds. The agreement with
the SEC is reflected in an Order of the Commission ("SEC Order").
The agreement with the NYAG is memorialized in an Assurance of
Discontinuation dated September 1, 2004 ("NYAG Order").
Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund
(the "Reimbursement Fund") to compensate mutual fund shareholders
for the adverse effects of market timing attributable to market timing
relationships described in the SEC Order. According to the SEC Order,
the Reimbursement Fund is to be paid, in order of priority, to fund
investors based on (i) their aliquot share of losses suffered by the
fund due to market timing, and (ii) a proportionate share of advisory
fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from
some of the AllianceBernstein long-term, open-end retail funds,
commencing January 1, 2004, for a period of at least five years; and

(iii) The Adviser agreed to implement changes to its governance
and compliance procedures. Additionally, the SEC Order contemplates
that the Adviser's registered investment company clients, including
the Fund, will introduce governance and compliance changes.



The shares of the Fund are not redeemable by the Fund, but are traded
on an exchange at prices established by the market. Accordingly,
the Fund and its shareholders are not subject to the market timing
practices described in the SEC Order and are not expected to
participate in the Reimbursement Fund. Since the Fund is a closed-end
fund, it will not have its advisory fee reduced pursuant to
the terms of the agreements mentioned above.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum
From the Office of the Attorney General of the State of West Virginia
and (ii) a request for information from West Virginia's Office of
the State Auditor, Securities Commission (the "West Virginia
Securities Commission") (together, the "Information Requests"). Both
Information Requests require the Adviser to produce documents
concerning, among other things, any market timing or late trading in
the Adviser's sponsored mutual funds. The Adviser responded to the
Information Requests and has been cooperating fully with
the investigation.

On April 11, 2005, a complaint entitled The Attorney General of
the State of West Virginia v. AIM Advisors, Inc., et al.
("WVAG Complaint") was filed against the Adviser, Alliance
Capital Management Holding L.P. ("Alliance Holding"), and various
other defendants not affiliated with the Adviser. The WVAG Complaint
was filed in the Circuit Court of Marshall County, West Virginia
by the Attorney General of the State of West Virginia. The WVAG
Complaint makes factual allegations generally similar to those in
certain of the complaints related to the lawsuits discussed above.
On May 31, 2005, defendants removed the WVAG Complaint to
the United States District Court for the Northern District of West
Virginia. On July 12, 2005, plaintiff moved to remand.
On October 19, 2005, the WVAG Complaint was transferred
to the Mutual Fund MDL.

On August 30, 2005, the deputy commissioner of securities of the
West Virginia Securities Commission signed a "Summary
Order to Cease and Desist, and Notice of Right to Hearing"
addressed to the Adviser and Alliance Holding. The Summary Order
claims that the Adviser and Alliance Holding violated the West
Virginia Uniform Securities Act, and makes factual allegations
generally similar to those in the SEC Order and the NYAG Order.
On January 26, 2006, the Adviser, Alliance Holding, and various
unaffiliated defendants filed a Petition for Writ of Prohibition and
Order Suspending Proceedings in West Virginia state court seeking
to vacate the Summary Order and for other relief. The Adviser intends
to vigorously defend against the allegations in the WVAG Complaint.

On June 22, 2004, a purported class action complaint entitled
Aucoin, et al. v. Alliance Capital Management L.P., et al.
("Aucoin Complaint") was filed against the Adviser, Alliance Capital
Management Holding L.P., Alliance Capital Management Corporation,
AXA Financial, Inc., AllianceBernstein Investment Research &
Management, Inc., certain current and former directors of the
AllianceBernstein Mutual Funds, and unnamed Doe defendants.
The Aucoin Complaint names certain of the AllianceBernstein
mutual funds as nominal defendants. The Fund was not named as
a defendant in the Aucoin Complaint. The Aucoin Complaint was filed
in the United States District Court for the Southern District of
New York by an alleged shareholder of an AllianceBernstein mutual
fund. The Aucoin Complaint alleges, among other things, (i) that
certain of the defendants improperly authorized the payment of
excessive commissions and other fees from fund assets to
broker-dealers in exchange for preferential marketing services,
(ii) that certain of the defendants misrepresented and omitted from
registration statements and other reports material facts concerning
such payments, and (iii) that certain defendants caused such conduct
as control persons of other defendants. The Aucoin Complaint asserts
claims for violation of Sections 34(b), 36(b) and 48(a) of the
Investment Company Act, Sections 206 and 215 of the Advisers Act,
breach of common law fiduciary duties, and aiding and abetting
breaches of common law fiduciary duties. Plaintiffs seek an
unspecified amount of compensatory damages and punitive damages,
rescission of their contracts with the Adviser, including recovery
of all fees paid to the Adviser pursuant to such contracts,
an accounting of all fund-related fees, commissions and soft
dollar payments, and restitution of all unlawfully or discriminatorily
obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual
allegations substantially similar to those in the Aucoin Complaint
were filed against the Adviser and certain other defendants.
All nine of the lawsuits (i) were brought as class actions filed
in the United States District Court for the Southern District
of New York, (ii) assert claims substantially identical to the
Aucoin Complaint, and (iii) are brought on behalf of shareholders
of the Funds.
On February 2, 2005, plaintiffs filed a consolidated amended
class action complaint ("Aucoin Consolidated Amended Complaint")
that asserts claims substantially similar to the Aucoin Complaint and
the nine additional lawsuits referenced above. On October 19, 2005,
the District Court dismissed each of the claims set forth in the Aucoin
Consolidated Amended Complaint, except for plaintiff's claim under
Section 36(b) of the Investment Company Act. On January 11, 2006,
the District Court granted defendants' motion for reconsideration and
dismissed the remaining Section 36(b) claim. Plaintiffs have moved for
leave to amend their consolidated complaint.

The Adviser believes that these matters are not likely to have
a material adverse effect on the Fund or the Adviser's ability to
perform advisory services relating to the Fund.

EX-99.77Q1 OTHR EXHB

ADMINISTRATION AGREEMENT

		Agreement made as of July 27, 1993 and amended effective
October 1, 2005, between ALLIANCE WORLD DOLLAR GOVERNMENT
FUND II, INC., a Maryland corporation (the "Fund"), and
ALLIANCE CAPITAL MANAGEMENT L.P., a Delaware limited
partnership (the "Administrator").

		WHEREAS, the Fund operates as a closed-end management
investment company, and is so registered under the Investment
Company Act of 1940, as amended (the "1940 Act");

		WHEREAS, the Fund has authorized the issuance of its shares
of common stock, par value $.01 per share (the "Common Stock");

		WHEREAS, the Fund wishes to retain the Administrator to provide
certain administrative services to the Fund under the terms and
conditions stated below, and the Administrator is willing to provide
such services for the compensation set forth below;

		NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, the parties agree as follows:

		1.	Appointment.  The Fund hereby appoints the Administrator
to administer the Fund, and as such to furnish the services set
forth in paragraph 2 below and the Administrator accepts such
appointment and agrees that it will furnish such services.

		2.	Services and Duties of the Administrator.  Subject to the
supervision of the Fund's Board of Directors, the Administrator
will provide the following services:

	(a)	oversee the determination and publication of the Fund's net
asset value in accordance with the Fund's policy as adopted from time
to time by the Board of Directors;

	(b)	oversee the maintenance of the books and records of the Fund
required under Rule 31a-1(b)(4) under the Investment Company Act;

	(c)	arrange for bank or other borrowing by the Fund,
pursuant to the investment adviser's determination of the lenders
or lenders, timing, amount and terms of any such borrowing, in
accordance with authority granted by the Board of Directors of the Fund;

	(d)	prepare the Fund's federal, state and local income tax returns;

	(e)	prepare the financial information for the Fund's proxy
statements and quarterly, semi-annual and annual reports to shareholders;

	(f)	on the basis of the Fund's books and records and information
furnished by the Fund or its investment adviser, prepare the
Fund's periodic financial and other reports to the Securities and
Exchange Commission, the New York State Exchange and other
regulatory agencies or entities as required;

	(g)	respond to or refer to the Fund's officers or transfer agent,
as appropriate, shareholder inquiries relating to the Fund;

	(h)	coordinate the audit examination with the Fund's independent
auditors for the annual audit of the Fund and any required periodic
compliance examinations; and

	(i)	conduct asset maintenance tests and prepare associated reports
for purposes of compliance reporting under the 1940 Act and guidelines.

		All services to be furnished by the Administrator may be furnished
through the medium of any directors, officers or employees of the
Administrator or its affiliates.  The Fund shall bear its own expenses
incurred in connection with this Agreement.  Additionally, the Fund
shall reimburse the Administrator for its costs, including legal and
accounting costs, incurred in connection with providing the services
set forth herein; provided, however, that such reimbursement
shall not exceed an annualized rate of .15 of 1% of the Fund's average
weekly net assets.  For purposes of this calculation, average weekly
net assets shall be determined on the basis of the average net assets
of the Fund for each weekly period (ending on Friday) ending during
the month.  The net assets for each weekly period are determined by
averaging the net assets on the Friday of such weekly period with
the net assets on the Friday of the immediately preceding weekly period.
When a Friday is not a business day for the Fund, then the calculation
will be based on the Fund's assets on the business day immediately
preceding such Friday.  Any amount owed to the Administrator by the
Fund pursuant to this section shall be payable on the last day of the
calendar month in which services were performed hereunder.

		3.	Compliance with the Fund's Governing Documents and Applicable Law.
In all matters relating to the performance of this Agreement,
the Administrator will act in conformity with the Articles of
Incorporation, By-Laws and Registration Statements of the Fund and with
the directions of the Fund's Board of Directors and Fund executive
officers and will conform to and comply with the requirements of
the 1940 Act and all other applicable federal or state laws and regulations.

		4.	Service Not Exclusive.  Except to the extent necessary
to perform the Administrator's obligations under this Agreement,
nothing herein shall be deemed to limit or restrict the
Administrator's right, or the right of any of the Administrator's employees,
or any of the officers or directors of Alliance Capital
Management Corporation, the Administrator's general partner,
who may also be a Director, officer or employee of the Fund, or
persons otherwise affiliated with the Fund
(within the meaning of the 1940 Act) to engage in any
other business or to devote time and attention to the management
or other aspects of any other business, whether of a similar
or dissimilar nature, or to render service of any kind to any
other trust, corporation, firm, individual or association.



		5.	Limitation of Liability of the Administrator.  The Fund
shall expect of the Administrator, and the Administrator will give
the Fund the benefit of, the Administrator's best judgment and efforts
in rendering these services to the Fund, and the Fund agrees
as an inducement to the Administrator's undertaking these services
that the Administrator shall not be liable under this Agreement for
any mistake of judgment or in any event whatsoever, except for
lack of good faith, provided that nothing herein shall be deemed
to protect, or purport to protect, the Administrator against
any liability to the Fund or to the Fund's security holders
to which the Administrator would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence
in the performance of the Administrator's duties under this
Agreement, or by reason of the Administrator's reckless
disregard of the Administrator's obligations and duties under
this Agreement.

		6.	Assignment.  This Agreement may not be transferred, assigned,
sold or in any manner hypothecated or pledged by the Administrator and
this Agreement shall terminate automatically in the event of any such
transfer, assignment, sale, hypothecation or pledge by the Administrator.
The term "transfer", "assignment" and "sale" as used in this paragraph
shall have the meanings ascribed hereto by governing law and
any interpretation thereof contained in rules or regulations
promulgated by the Securities and Exchange Commission thereunder.

		7.	Duration and Termination.  This Agreement shall become effective
on the date set forth above and shall continue in effect until
September 30, 2006 and may be continued for successive twelve-month
periods (computed from each October 1) provided that such continuance
is specifically approved at least annually by a vote of the
Fund's Board of Directors or by majority vote of the holders
of the Fund's outstanding voting securities (as defined in the 1940 Act),
and in either case, by the vote of a majority of the Fund's Board
of Directors who are not interested persons, as defined
in the 1940 Act, of any party to this Agreement (other than as
Directors of the Fund) cast in person at a meeting called
for the purpose of voting on such approval; provided further,
however, that if the continuation of this Agreement is not approved,
the Administrator may continue to render the services described
herein in the manner and to the extent permitted by the 1940 Act and
the rules and regulations thereunder.  Upon the effectiveness of
this Agreement, it shall supersede all previous agreements
between the Fund and the Administrator covering the subject
matter hereof.  This Agreement may be terminated at any time,
without the payment of any penalty, by a vote of a majority
of the Fund's outstanding voting securities (as so defined),
or by a vote of the Fund's Board of Directors on 60 days
written notice to the Administrator, or by the Administrator
on 60 days written notice to the Fund.

		8.	Amendment of this Agreement.  No provision of this Agreement
may be changed, waived, discharged or terminated orally,
but only by an instrument in writing signed by the party
against which enforcement of the change, waiver or discharge
or termination is sought.

		9.	Governing Law.  This Agreement shall be construed in
accordance with the laws of the State of New York, provided,
however, that nothing herein shall be construed as being inconsistent
with the 1940 Act.

		10.	Miscellaneous.  The captions of this Agreement are included
for convenience of reference only and in no way define or delimit
 any of the provisions hereof or otherwise affect their construction
or effect.  If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected thereby.

		IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day
and year first above written.


						ALLIANCE WORLD DOLLAR GOVERNMENT
						  FUND II, INC.

						By: 	_____________________________
						   	Name:  Emilie D. Wrapp
						   	Title:  Secretary

						ALLIANCE CAPITAL MANAGEMENT L.P.

						By  ALLIANCE CAPITAL MANAGEMENT
							  CORPORATION,
							   its General Partner


						By:   	_________________________________
						   	Name:  Marc O. Mayer
						   	Title:  Executive Vice President


By:   	_________________________________
						   	Name:  Adam Spilka
						   	Title:  Secretary




5

EX-99.77B ACCT LTTR

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of
Alliance World Dollar Government II Fund

In planning and performing our audit of the financial statements
of Alliance World Dollar Government II Fund (the "Fund") as of
and for the year ended March 31, 2006, in accordance with the
standards of the Public Company Accounting Oversight Board
(United States), we considered its internal control over financial
reporting, including control activities for safeguarding securities,
as a basis for designing our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply
with the requirements of Form N-SAR, but not for the purpose
of expressing an opinion on the effectiveness of the Fund's internal
control over financial reporting.  Accordingly, we express no
such opinion.

The management of the Fund is responsible for establishing and
maintaining effective internal control over financial
reporting. In fulfilling this responsibility, estimates and judgments
by management are required to assess the expected benefits and
related costs of controls. A company's internal control over
financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Such
internal control includes policies and procedures that provide
reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition
of a company's assets that could have a material effect
on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

A control deficiency exists when the design or operation of a
control does not allow management or employees, in the normal
course of performing their assigned functions, to prevent or
detect misstatements on a timely basis. A significant deficiency
is a control deficiency, or combination of control deficiencies, that
adversely affects the company's ability to initiate, authorize,
record, process or report external financial data reliably in
accordance with generally accepted accounting principles such
that there is more than a remote likelihood that a misstatement
of the company's annual or interim financial statements that is
more than inconsequential will not be prevented or
detected. A material weakness is a significant
deficiency, or combination of significant deficiencies, that
results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements
will not be prevented or detected.

Our consideration of the Fund's internal control over
financial reporting was for the limited purpose described
in the first paragraph and would not necessarily disclose
all deficiencies in internal control that might be significant
deficiencies or material weaknesses under standards
established by the Public Company Accounting
Oversight Board (United States). However, we noted
no deficiencies in the Fund's internal control over
financial reporting and its operation, including controls
for safeguarding securities, that we consider to be a material
weakness as defined above as of March 31, 2006.

This report is intended solely for the information
and use of management and the Board of Directors of
the Alliance World Dollar Government II Fund and
the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other
than these specified parties.






May 9, 2006

EX-99.77Q1 OTHR EXHB

Alliance World Dollar Government Fund II, Inc.
Exhibit 77Q1
811-7732

AMENDED AND RESTATED BYLAWS
OF
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
ARTICLE I
Offices
Section 1.  Principal Office in Maryland.  The
Corporation shall have a principal office in the City of
Baltimore, State of Maryland, or at such other place as the
Board of Directors may designate in the State of Maryland.
Section 2.  Other Offices.  The Corporation may have
offices also at such other places as the Board of Directors may
from time to time determine or as the business of the
Corporation may require.

ARTICLE II
Meetings of Stockholders
		Section 1.  Place of Meeting.  Subject to Section
4(b)(4) of this Article II, meetings of stockholders shall be
held such place as shall be fixed from time to time by the Board
of Directors.
		Section 2.  Annual Meetings.  An annual meeting of
stockholders for the election of directors and the transaction
of any other business within the powers of the Corporation shall
be held on a date and at the time set by the Board of Directors
between March 15 to April 15 in each year.
		Section 3.  Notice of Stockholders Meeting.
Not less than ten nor more than 90 days before each meeting
of stockholders, the secretary shall give to each stockholder
entitled to vote at such meeting and to each stockholder
not entitled to vote who is entitled to notice of the
meeting written or printed notice stating the time and
place of the meeting and, in the case of a special
meeting or as otherwise may be required by any statute, the
purpose for which the meeting is called, either by mail, by
presenting it to such stockholder personally, by leaving it
at the stockholder's residence or usual place of business or
by any other means permitted by Maryland law.  If mailed,
such notice shall be deemed to be given when deposited in the
United States mail addressed to the stockholder at the
stockholder's address as it appears on the records of
the Corporation, with postage thereon prepaid.
Subject to Section 12 of this Article II, any business
of the Corporation may be transacted at an annual meeting
of stockholders without being specifically designated in the
notice, except such business as is required by any statute to be
stated in such notice. No business shall be transacted at a
special meeting of stockholders except as specifically
designated in the notice thereof.
		Section 4.  Special Meetings.  (a)  Special meetings
of stockholders may be called by the chairman of the Board of
Directors, the president, the chief executive officer or by the
Board of Directors and, subject to subsection (b) of this
Section 4 and in accordance with Articles Supplementary accepted
for record by the State Department of Assessments and Taxation
of Maryland (the "SDAT") on April 1, 2006, a special meeting of
stockholders shall also be called by the secretary upon the
written request of stockholders entitled to cast not less than a
majority of all the votes entitled to be cast at such meeting.

		(b)  Stockholder Requested Special Meetings.  (1)  Any
stockholder of record seeking to have stockholders request a
special meeting shall, by sending written notice to the
secretary (the "Record Date Request Notice") by registered mail,
return receipt requested, request the Board of Directors to fix
a record date to determine the stockholders entitled to request
a special meeting (the "Request Record Date").  The Record Date
Request Notice shall set forth the purpose of the meeting and
the matters proposed to be acted on at it, shall be signed by
one or more stockholders of record as of the date of signature
(or their agents duly authorized in a writing accompanying the
Record Date Request Notice), shall bear the date of signature of
each such stockholder (or such agent) and shall set forth all
information relating to each such stockholder that must be
disclosed in solicitations of proxies for election of directors
in an election contest (even if an election contest is not
involved), or is otherwise required, in each case pursuant to
Regulation 14A (or any successor provision) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").  Upon
receiving the Record Date Request Notice, the Board of Directors
may fix a Request Record Date.  The Request Record Date shall
not precede and shall not be more than ten days after the close
of business on the date on which the resolution fixing the
Request Record Date is adopted by the Board of Directors.  If
the Board of Directors, within ten days after the date on which
a valid Record Date Request Notice is received, fails to adopt a
resolution fixing the Request Record Date, the Request Record
Date shall be the close of business on the tenth day after the
first date on which the Record Date Request Notice is received
by the secretary.

			(2)  In order for any stockholder to request a
special meeting, one or more written requests for a special
meeting signed by stockholders of record (or their agents duly
authorized in a writing accompanying the request) as of the
Request Record Date entitled to cast not less than a majority
(the "Special Meeting Percentage") of all of the votes entitled
to be cast at such meeting (the "Special Meeting Request") shall
be delivered to the secretary.  In addition, the Special Meeting
Request (a) shall set forth the purpose of the meeting and the
matters proposed to be acted on at it (which shall be limited to
those lawful matters set forth in the Record Date Request Notice
received by the secretary), (b) shall bear the date of signature
of each such stockholder (or such agent) signing the Special
Meeting Request, (c) shall set forth the name and address, as
they appear in the Corporation's books, of each stockholder
signing such request (or on whose behalf the Special Meeting
Request is signed) and the class, series and number of all
shares of stock of the Corporation which are owned by each such
stockholder, and the nominee holder for, and number of, shares
owned by such stockholder beneficially but not of record,
(d) shall be sent to the secretary by registered mail, return
receipt requested, and (e) shall be received by the secretary
within 60 days after the Request Record Date.  Any requesting
stockholder (or agent duly authorized in a writing accompanying
the revocation or the Special Meeting Request) may revoke his,
her or its request for a special meeting at any time by written
revocation delivered to the secretary.
			(3)  The secretary shall inform the requesting
stockholders of the reasonably estimated cost of preparing and
mailing the notice of meeting (including the Corporation's proxy
materials).  The secretary shall not be required to call a
special meeting upon stockholder request and such meeting shall
not be held unless, in addition to the documents required by
paragraph (2) of this Section 4(b), the secretary receives
payment of such reasonably estimated cost prior to the mailing
of any notice of the meeting.
			(4)  Except as provided in the next sentence, any
special meeting shall be held at such place, date and time as
may be designated by the chairman of the Board of Directors, the
president, the chief executive officer and Board of Directors,
whoever has called the meeting.  In the case of any special
meeting called by the secretary upon the request of stockholders
(a "Stockholder Requested Meeting"), such meeting shall be held
at such place, date and time as may be designated by the Board
of Directors; provided, however, that the date of any
Stockholder Requested Meeting shall be not more than 90 days
after the record date for such meeting (the "Meeting Record
Date"); and provided further that if the Board of Directors
fails to designate, within ten days after the date that a valid
Special Meeting Request is actually received by the secretary
(the "Delivery Date"), a date and time for a Stockholder
Requested Meeting, then such meeting shall be held at 2:00 p.m.
local time on the 90th day after the Meeting Record Date or, if
such 90th day is not a Business Day (as defined below), on the
first preceding Business Day; and provided further that in the
event that the Board of Directors fails to designate a place for
a Stockholder Requested Meeting within ten days after the
Delivery Date, then such meeting shall be held at the principal
executive office of the Corporation.  In fixing a date for any
special meeting, the chairman of the Board of Directors,
president, the chief executive officer or the Board of Directors
may consider such factors as he, she or it deems relevant within
the good faith exercise of business judgment, including, without
limitation, the nature of the matters to be considered, the
facts and circumstances surrounding any request for the meeting
and any plan of the Board of Directors to call an annual meeting
or a special meeting. In the case of any Stockholder Requested
Meeting, if the Board of Directors fails to fix a Meeting Record
Date that is a date within 30 days after the Delivery Date, then
the close of business on the 30th day after the Delivery Date
shall be the Meeting Record Date.  The Board of Directors may
revoke the notice for any Stockholder Requested Meeting in the
event that the requesting stockholders fail to comply with the
provisions of paragraph (3) of this Section 4(b).
			(5)  If written revocations of requests for the
special meeting have been delivered to the secretary and the
result is that stockholders of record (or their agents duly
authorized in writing), as of the Request Record Date, entitled
to cast less than the Special Meeting Percentage have delivered,
and not revoked, requests for a special meeting to the
secretary, the secretary shall: (i) if the notice of meeting has
not already been mailed, refrain from mailing the notice of the
meeting and send to all requesting stockholders who have not
revoked such requests written notice of any revocation of a
request for the special meeting, or (ii) if the notice of
meeting has been mailed and if the secretary first sends to all
requesting stockholders who have not revoked requests for a
special meeting written notice of any revocation of a request
for the special meeting and written notice of the secretary's
intention to revoke the notice of the meeting, revoke the notice
of the meeting at any time before ten days before the
commencement of the meeting.  Any request for a special meeting
received after a revocation by the secretary of a notice of a
meeting shall be considered a request for a new special meeting.
			(6)  The Board of Directors, the chairman of the
Board of Directors, the president or the chief executive officer
may appoint independent inspectors of elections to act as the
agent of the Corporation for the purpose of promptly performing
a ministerial review of the validity of any purported Special
Meeting Request received by the secretary.  For the purpose of
permitting the inspectors to perform such review, no such
purported request shall be deemed to have been delivered to the
secretary until the earlier of (i) five Business Days after
receipt by the secretary of such purported request and (ii) such
date as the independent inspectors certify to the Corporation
that the valid requests received by the secretary represent at
least the Special Meeting Percentage.  Nothing contained in this
paragraph (6) shall in any way be construed to suggest or imply
that the Corporation or any stockholder shall not be entitled to
contest the validity of any request, whether during or after
such five Business Day period, or to take any other action
(including, without limitation, the commencement, prosecution or
defense of any litigation with respect thereto, and the seeking
of injunctive relief in such litigation).
			(7)  For purposes of these Bylaws, "Business Day"
shall mean any day other than a Saturday, a Sunday or other day
on which banking institutions in the State of New York are
authorized or obligated by law or executive order to close.
		Section 5.  Quorum.  At any meeting of stockholders,
the presence in person or by proxy of stockholders entitled to
cast a majority of the votes entitled to be cast (without regard
to class) shall constitute a quorum, except with respect to any
matter which, under applicable statutes or regulatory
requirements or the charter (the "Charter") of the Corporation,
requires approval by a separate vote of one or more classes of
stock, in which case the presence in person or by proxy of the
holders of shares entitled to cast a majority of the votes
entitled to be cast by each such class on such a matter shall
constitute a quorum.
The stockholders present either in person or by proxy,
at a meeting which has been duly called and convened, may
continue to transact business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a
quorum.
This Section 5 shall not affect any requirement under
any statute or the Charter for the vote necessary for the
adoption of any measure.
Section 6.  Voting.  Each director shall be elected by
the affirmative vote of the holders of a majority of the votes
entitled to be cast thereon.  Subject to the rights of the
holders of preferred stock, each share may be voted for as many
individuals as there are directors to be elected and for whose
election the share is entitled to be voted.  A majority of the
votes cast at a meeting of stockholders duly called and at which
a quorum is present shall be sufficient to approve any other
matter which may properly come before the meeting, unless more
than a majority of the votes cast is required by statute or by
the Charter.  Unless otherwise provided in the Charter, each
outstanding share, regardless of class, shall be entitled to one
vote on each matter submitted to a vote at a meeting of.
stockholders.

		Section 7.  Proxies.  A stockholder may cast the votes
entitled to be cast by the shares of stock owned of record by
the stockholder in person or by proxy executed by the
stockholder or by the stockholder's duly authorized agent in any
manner permitted by law.  Such proxy or evidence of
authorization of such proxy shall be filed with the secretary of
the Corporation before or at the meeting.  No proxy shall be
valid more than eleven months after its date unless otherwise
provided in the proxy.
		Section 8.  Organization and Conduct.  Every
meeting of stockholders shall be conducted by an
individual appointed by the Board of Directors to be
chairman of the meeting or, in the absence of such appointment,
by the chairman of the Board of Directors or, in the case of a
vacancy in the office or absence of the chairman of the Board of
Directors, by one of the following officers present at the
meeting: the vice chairman of the Board of Directors, if there
be one, the president, the vice presidents in their order of
rank and seniority, the secretary, the treasurer or, in the
absence of such officers, a chairman chosen by the stockholders
by the vote of a majority of the votes cast by stockholders
present in person or by proxy.  The secretary, or, in the
secretary's absence, an assistant secretary, or in the absence
of both the secretary and assistant secretaries, an individual
appointed by the Board of Directors or, in the absence of such
appointment, an individual appointed by the chairman of the
meeting shall act as secretary.  In the event that the secretary
presides at a meeting of the stockholders, an assistant
secretary, or in the absence of assistant secretaries, an
individual appointed by the Board of Directors or the chairman
of the meeting, shall record the minutes of the meeting.  The
order of business and all other matters of procedure at any
meeting of stockholders shall be determined by the chairman of
the meeting.  The chairman of the meeting may prescribe such
rules, regulations and procedures and take such action as, in
the discretion of such chairman, are appropriate for the proper
conduct of the meeting, including, without limitation, (a)
restricting admission to the time set for the commencement of
the meeting; (b) limiting attendance at the meeting to
stockholders of record of the Corporation, their duly authorized
proxies and other such individuals as the chairman of the
meeting may determine; (c) limiting participation at the meeting
on any matter to stockholders of record of the Corporation
entitled to vote on such matter, their duly authorized proxies
and other such individuals as the chairman of the meeting may
determine; (d) limiting the time allotted to questions or
comments by participants; (e) determining when the polls should
be opened and closed; (f) maintaining order and security at the
meeting; (g) removing any stockholder or any other individual
who refuses to comply with meeting procedures, rules or
guidelines as set forth by the chairman of the meeting;
and (h) concluding the meeting or recessing or adjourning
the meeting to a later date and time and at a place announced at
the meeting.  Unless otherwise determined by the chairman of the
meeting, meetings of stockholders shall not be required to be
held in accordance with the rules of parliamentary procedure.
		Section 9.  Record Date.  Subject to Section 4 of this
Article II, in order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, to express consent to
corporate action in writing without a meeting, or to receive
payment of any dividend or other distribution or allotment of
any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in
advance, a record date which shall be not more than 90 days and,
in the case of a meeting of stockholders, not less than ten days
prior to the date on which the particular action requiring such
determination of stockholders is to be taken.  In lieu of fixing
a record date, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period but not
longer than 20 days.  If the stock transfer books are closed for
the purpose of determining stockholders entitled to notice of or
to vote at a meeting of stockholders, such books shall be closed
for at least ten days before the date of such meeting.  If no
record date is fixed and the stock transfer books are not closed
for the determination of stockholders,  (a) the record date for
the determination of stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of
business on the day on which the notice of meeting is mailed or
the 30th day before the meeting, whichever is the closer date to
the meeting; and (b) the record date for the determination of
stockholders entitled to receive payment of a dividend or an
allotment of any other rights shall be the close of business on
the day on which the resolution of the directors, declaring the
dividend or allotment of rights, is adopted.  When a
determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, except
when (i) the determination has been made through the closing of
the transfer books and the stated period of closing has expired
or (ii) the meeting is adjourned to a date more than 120 days
after the record date fixed for the original meeting, in either
of which case a new record date shall be determined as set forth
herein.
		Section 10.  Inspectors of Election.  The Board of
Directors, in advance of any meeting, may, but need not, appoint
one or more individual inspectors or one or more entities that
designate individuals as inspectors to act at the meeting or any
adjournment thereof.  If an inspector or inspectors are not
appointed, the person presiding at the meeting may, but need
not, appoint one or more inspectors.  In case any person who may
be appointed as an inspector fails to appear or act, the vacancy
may be filled by appointment made by the Board of Directors in
advance of the meeting or at the meeting by the chairman of the
meeting.  The inspectors, if any, shall determine the number of
shares outstanding and the voting power of each, the number of
shares present at the meeting in person or by proxy, the
existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct
the election or vote with fairness to all stockholders.  Each
such report shall be in writing and signed by him or her or by a
majority of them if there is more than one inspector acting at
such meeting.  If there is more than one inspector, the report
of a majority shall be the report of the inspectors.  The report
of the inspector or inspectors on the number of shares
represented at the meeting and the results of the voting shall
be prima facie evidence thereof.

Section 11. Adjournment.  Any meeting of the
stockholders may be adjourned from time to time, without notice
other than by announcement at the meeting at which the
adjournment was taken.  In the absence of a quorum, the chairman
of the meeting and without notice other than by announcement at
the meeting, may adjourn the meeting from time to time.  At any
adjourned meeting at which a quorum shall be present, any action
may be taken that could have been taken at the meeting
originally called.  A meeting of the stockholders may not be
adjourned without further notice to a date more than 120 days
after the original record date determined pursuant to Section 9
of this Article II.
		Section 12.  Advance Notice of Stockholder Nominees
For Director and Other Stockholder Proposals.
		(a)  Annual Meetings of Stockholders.  (1) Nominations
of individuals for election to the Board of Directors and the
proposal of other business to be considered by the stockholders
may be made at an annual meeting of stockholders (i) pursuant to
the Corporation's notice of meeting, (ii) by or at the direction
of the Board of Directors or (iii) by any stockholder of the
Corporation who was a stockholder of record both at the time of
giving of notice by the stockholder as provided for in this
Section 12(a) and at the time of the annual meeting, who is
entitled to vote at the meeting and who has complied with this
Section 12(a).
			(2)  For nominations or other business to be
properly brought before an annual meeting by a stockholder
pursuant to clause (iii) of paragraph (a)(1) of this Section 12,
the stockholder must have given timely notice thereof in writing
to the secretary of the Corporation and such other business must
otherwise be a proper matter for action by the stockholders.  To
be timely, a stockholder's notice shall set forth all
information required under this Section 12 and shall be
delivered to the secretary at the principal executive office of
the Corporation not earlier than the 150th day prior to the
first anniversary of the Date of Mailing of the Notice (as
defined herein) for the preceding year's annual meeting nor
later than 5:00 p.m., Eastern Time, on the 120th day prior to
the first anniversary of the Date of Mailing of the Notice for
the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced or
delayed by more than 30 days from the first anniversary of the
 date of the preceding year's annual meeting, notice by the
stockholder to be timely must be so delivered not earlier than
the 150th day prior to the date of such annual meeting and not
later than 5:00 p.m., Eastern Time, on the later of the 120th
day prior to the date of such annual meeting or the tenth day
following the day on which public announcement of the date of
such meeting is first made.  The public announcement of a
postponement or adjournment of an annual meeting shall not
commence a new time period for the giving of a stockholder's
notice as described above.  Such stockholder's notice shall set
forth (i) as to each individual whom the stockholder proposes to
nominate for election or reelection as a director, (A) the name,
age, business address and residence address of such individual,
(B) the class, series and number of any shares of stock of the
Corporation that are beneficially owned by such individual, (C)
the date such shares were acquired and the investment intent of
such acquisition, (D) whether such stockholder believes any such
individual is, or is not, an "interested person" of the
Corporation, as defined in the Investment Company Act of 1940,
as amended, and the rules promulgated thereunder (the "1940
Act") and information regarding such individual that is
sufficient, in the discretion of the Board of Directors or any
committee thereof or any authorized officer of the Corporation,
to make such determination, (E) sufficient information, with
appropriate verification of the accuracy thereof, to enable the
Governance and Nominating Committee of the Board of Directors,
or in the absence thereof, the entire Board of Directors, to
make the determination as to the individual's qualifications
required under Article III, Section 1(d) of these Bylaws and (F)
all other information relating to such individual that is
required to be disclosed in solicitations of proxies for
election of directors in an election contest (even if an
election contest is not involved), or is otherwise required, in
each case pursuant to Regulation 14A (or any successor
provision) under the Exchange Act and the rules thereunder
(including such individual's written consent to being named in
the proxy statement as a nominee and to serving as a director if
elected); (ii) as to any other business that the stockholder
proposes to bring before the meeting, a description of such
business, the reasons for proposing such business at the meeting
and any material interest in such business of such stockholder
and any Stockholder Associated Person (as defined below),
individually or in the aggregate, including any anticipated
benefit to the stockholder and the Stockholder Associated Person
therefrom; (iii) as to the stockholder giving the notice and any
Stockholder Associated Person, (A) the class, series and number
of all shares of stock of the Corporation which are owned by
such stockholder and by such Stockholder Associated Person, if
any, (B) the nominee holder for, and number of, shares owned
beneficially but not of record by such stockholder and by any
such Stockholder Associated Person and (C) whether and the
extent to which any hedging or similar transaction or series of
transactions has been entered into by or on behalf of, or any
other agreement, arrangement or understanding has been made the
effect or intent of which is to mitigate loss to or manage risk
of share price changes for, such stockholder or any such
Stockholder Associated Person with respect to any share of stock
of the Corporation; (iv) as to the stockholder giving the notice
and any Stockholder Associated Person covered by clauses (ii) or
(iii) of this paragraph (2) of this Section 12(a), the name and
address of such stockholder, as they appear on the Corporation's
stock ledger and current name and address, if different, and of
such Stockholder Associated Person; and (v) to the extent known
by the stockholder giving the notice, the name and address of
any other stockholder supporting the nominee for election or
reelection as a director or the proposal of other business on
the date of such stockholder's notice.
			(3)  Notwithstanding anything in subsection (a)
of this Section 12 to the contrary, in the event that the
number of directors to be elected to the Board of Directors is
increased and there is no public announcement of such action at
least 130 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this
Section 12(a) shall also be considered timely, but only with
respect to nominees for any new positions created by such
increase, if it shall be delivered to the secretary at the
principal executive office of the Corporation not later than
5:00 p.m., Eastern Time on the tenth day following the day on
which such public announcement is first made by the Corporation.
(4)  For purposes of this Section 12, "Stockholder
Associated Person" of any stockholder shall mean (i) any person
controlling, directly or indirectly, or acting in concert with,
such stockholder, (ii) any beneficial owner of shares of stock
of the Corporation owned of record or beneficially by such
stockholder and (iii) any person controlling, controlled by or
under common control with such Stockholder Associated Person.

		(b)  Special Meetings of Stockholders.  Only such
business shall be conducted at a special meeting of stockholders
as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting.  Nominations of individuals for
election to the Board of Directors may be made at a special
meeting of stockholders at which directors are to be elected (i)
pursuant to the Corporation's notice of meeting, (ii) by or at
the direction of the Board of Directors or (iii) provided that
the Board of Directors has determined that directors shall be
elected at such special meeting, by any stockholder of the
Corporation who is a stockholder of record both at the time of
giving of notice provided for in this Section 12 and at the time
of the special meeting, who is entitled to vote at the meeting
and who complied with the notice procedures set forth in this
Section 12.  In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or more
individuals to the Board of Directors, any such stockholder may
nominate an individual or individuals (as the case may be) for
election as a director as specified in the Corporation's notice
of meeting, if the stockholder's notice required by paragraph
(2) of this Section 12(a) shall be delivered to the secretary at
the principal executive office of the Corporation not earlier
than the 150th day prior to such special meeting and not later
than 5:00 p.m., Eastern Time, on the later of the 120th day
prior to such special meeting or the tenth day following the day
on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting.  The public
announcement of a postponement or adjournment of a special
meeting shall not commence a new time period for the giving of a
stockholder's notice as described above.
		(c)  General.  (1) Upon written request by the
secretary or the Board of Directors or any committee thereof,
any stockholder proposing a nominee for election as a director
or any proposal for other business at a meeting of stockholders
shall provide, within five Business Days of delivery of such
request (or such other period as may be specified in such
request), written verification, satisfactory, in the discretion
of the Board of Directors or any committee thereof or any
authorized officer of the Corporation, to demonstrate the
accuracy of any information submitted by the stockholder
pursuant to this Section 12.  If a stockholder fails to provide
such written verification within such period, the information as
to which written verification was requested may be deemed not to
have been provided in accordance with this Section 12.

(2)  Only such individuals who are nominated in
accordance with this Section 12 shall be eligible for election
by stockholders as directors, and only such business shall be
conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with this Section 12.
The chairman of the meeting shall have the power to determine
whether a nomination or any other business proposed to be
brought before the meeting was made or proposed, as the case may
be, in accordance with this Section 12.
			(3)  For purposes of this Section 12, (a) the
"Date of Mailing of the Notice" shall mean the date of the proxy
statement for the solicitation of proxies for election of
directors and (b) "public announcement" shall mean disclosure
(i) in a press release reported by the Dow Jones News Service,
Associated Press, Business Wire, PR Newswire or comparable news
service or (ii) in a document publicly filed by the Corporation
with the Securities and Exchange Commission pursuant to the
Exchange Act or the 1940 Act.
			(4)  Notwithstanding the foregoing provisions of
this Section 12, a stockholder shall also comply with all
applicable requirements of state law and of the Exchange Act
and the rules and regulations thereunder with respect to the
matters set forth in this Section 12.  Nothing in this Section
12 shall be deemed to affect any right of a stockholder to
request inclusion of a proposal in, nor the right of the
Corporation to omit a proposal from, the Corporation's proxy
statement pursuant to Rule 14a-8 (or any successor provision)
under the Exchange Act.
ARTICLE III
Board of Directors
		Section 1.  Number, Term and Qualifications.  (a)
Number.  Pursuant to the Corporation's election in Articles
Supplementary accepted for record by the SDAT on April 1, 2006,
the number of directors constituting the entire Board of
Directors may be increased or decreased from time to time by the
vote of the Board of Directors, provided that the number thereof
shall never be less than the minimum required by the Maryland
General Corporation Law (the "MGCL").  The tenure of office of a
director in office at the time of any decrease in the number of
directors shall not be affected as a result thereof.  If the
Corporation shall have issued shares of preferred stock, while
any such shares remain outstanding, the number of directors
shall not be less than six.
		(b)  Tenure.  Beginning with the first annual meeting
of stockholders held after the initial public offering of the
shares of stock of the Corporation the Board of Directors shall
be divided into three classes.  Within the limits above
specified, the number of directors in each class shall be
determined by resolution of the Board of Directors or by the
stockholders at the annual meeting thereof.  Each director in
the first class shall serve until the next annual meeting of
stockholders and until his successor is duly elected and
qualifies.  Each director in the second class shall serve until
the second succeeding annual meeting of stockholders and until
his successor is duly elected and qualifies.  Each director in
the third class shall serve until the third succeeding annual
meeting of stockholders and until his successor is duly elected
and qualifies.  Upon expiration of the term of office of each
class as set forth above, the number of directors in such class,
as determined by the Board of Directors, shall be elected for a
term of three years to succeed the directors whose terms of
office expire.  The directors shall be elected at the annual
meeting of stockholders, except as provided in Section 2 of this
Article, and each director elected shall serve until his or her
successor is duly elected and qualifies.  [N.B.:  For ACM I
only, add reference to Articles Supplementary.]
		(c)  Resignation.  Any director may resign at any time
upon written notice to the Corporation.
		(d)  Qualifications.  To qualify as a nominee for a
directorship, an individual, at the time of nomination, (A)
shall be at least 21 years of age and have substantial
expertise, experience or relationships relevant to the business
of the Corporation, and (B) shall have at least a bachelor's
degree from an accredited university or college in the United
States or the equivalent degree from an equivalent institution
of higher learning in another country.  The Governance and
Nominating Committee of the Board of Directors, or in the
absence thereof, the entire Board of Directors, in its sole
discretion, shall determine whether an individual satisfies the
foregoing qualifications.  Any individual who does not satisfy
the qualifications set forth under this subsection (d) shall not
be eligible for nomination or election as a director.
		Section 2.  Vacancies and Newly-Created Directorships.
If for any reason any or all of the directors cease to be
directors, such circumstance shall not terminate the Corporation
or affect these Bylaws or the powers of any remaining directors
hereunder.  Pursuant to the Corporation's election in [Article
SIXTH, paragraph (3) of the Charter,] [Articles Supplementary
excepted for record by the SDAT on April 1, 2006] except as may
be provided by the Board of Directors in setting the terms of
any class or series or preferred stock, any vacancy on the Board
of Directors may be filled only by a majority of the remaining
directors, even if the directors do not constitute a quorum.
Any director elected to fill a vacancy shall serve for the
remainder of the full term of the class in which the vacancy
occurred and until a successor is elected and qualifies.
		Section 3.  Powers.  The business and affairs of the
Corporation shall be managed under the direction of the Board of
Directors.  All powers of the Corporation may be exercised by or
under the authority of the Board of Directors except as
conferred on or reserved to the stockholders by law, by the
Charter or these Bylaws.
Section 4.  Meetings.  The Board of Directors may hold
regular and special meetings.
Section 5.  Regular Meetings.  The Board of Directors
may provide, by resolution, the time and place for the holding
of regular meetings of the Board of Directors without other
notice than such resolution.
Section 6.  Special Meetings.  Special meetings of the
Board of Directors may be called by or at the request of the
chairman of the Board of Directors, the chief executive officer,
the president or by a majority of the directors then in office.
The person or persons authorized to call special meetings of the
Board of Directors may fix any place as the place for holding
any special meeting of the Board of Directors called by them.
The Board of Directors may provide, by resolution, the time and
place for the holding of special meetings of the Board of
Directors without other notice than such resolution.
		Section 7.  Notice.  Notice of any special meeting of
the Board of Directors shall be delivered personally or by
telephone, electronic mail, facsimile transmission, United
States mail or courier to each director at his or her business
or residence address.  Notice by personal delivery, telephone,
electronic mail or facsimile transmission shall be given at
least 24 hours prior to the meeting.  Notice by United States
mail shall be given at least three days prior to the meeting.
Notice by courier shall be given at least two days prior to the
meeting.  Telephone notice shall be deemed to be given when the
director or his or her agent is personally given such notice in
a telephone call to which the director or his or her agent is a
party.  Electronic mail notice shall be deemed to be given upon
transmission of the message to the electronic mail address given
to the Corporation by the director.  Facsimile transmission
notice shall be deemed to be given upon completion of the
transmission of the message to the number given to the
Corporation by the director and receipt of a completed answer-
back indicating receipt.  Notice by United States mail shall be
deemed to be given when deposited in the United States mail
properly addressed, with postage thereon prepaid.  Notice by
courier shall be deemed to be given when deposited with or
delivered to a courier properly addressed.  Neither the business
to be transacted at, nor the purpose of, any annual, regular or
special meeting of the Board of Directors need be stated in the
notice, unless specifically required by statute or these Bylaws.
Section 8.  Quorum.  A majority of the directors shall
constitute a quorum for transaction of business at any meeting
of the Board of Directors, provided that, if less than a quorum
of such directors are present at said meeting, a majority of the
directors present may adjourn the meeting from time to time
without further notice, and provided further that if, pursuant
to applicable law, the Charter or these Bylaws, the vote of a
majority of a particular group of directors is required for
action, a quorum must also include a majority of such group.
The directors present at a meeting which has been duly
called and convened may continue to transact business until
adjournment, notwithstanding the withdrawal of enough directors
to leave less than a quorum.
		Section 9.  Voting.  The action of the majority of the
directors present at a meeting at which a quorum is present
shall be the action of the Board of Directors, unless the
concurrence of a greater proportion is required for such action
by applicable law, the Charter  or these Bylaws.  If enough
directors have withdrawn from a meeting to leave less than a
quorum but the meeting is not adjourned, the action of the
majority of that number of directors necessary to constitute a
quorum at such meeting shall be the action of the Board of
Directors, unless the concurrence of a greater proportion is
required for such action by applicable law, the Charter or these
Bylaws.
Section 10.  Organization.  At each meeting of the
Board of Directors, the chairman of the Board of Directors or,
in the absence of the chairman, the vice chairman of the Board
of Directors, if any, shall act as chairman of the meeting.  In
the absence of both the chairman and vice chairman of the Board
of Directors, the chief executive officer or in the absence of
the chief executive officer, the president or in the absence of
the president, a director chosen by a majority of the directors
present, shall act as chairman of the meeting.  The secretary
or, in his or her absence, an assistant secretary of the
Corporation, or in the absence of the secretary and all
assistant secretaries, a person appointed by the chairman of the
meeting, shall act as secretary of the meeting.
Section 11.  Telephone Meetings.  Directors may
participate in a meeting by means of a conference telephone or
other communications equipment if all persons participating in
the meeting can hear each other at the same time. Participation
in a meeting by these means shall constitute presence in person
at the meeting.
		Section 12.  Consent by Directors Without a Meeting.
Any action required or permitted to be taken at any meeting of
the Board of Directors may be taken without a meeting, if a
consent to such action is given in writing or by electronic
transmission by each director and is filed with the minutes of
proceedings of the Board of Directors.
Section 13.  Surety Bonds.  Unless required by law, no
director shall be obligated to give any bond or surety or other
security for the performance of any of his or her duties.
Section 14.  Reliance.  Each director, officer,
employee and agent of the Corporation shall, in the performance
of his or her duties with respect to the Corporation, be fully
justified and protected with regard to any act or failure to act
in reliance in good faith upon the books of account or other
records of the Corporation, upon an opinion of counsel or upon
reports made to the Corporation by any of its officers or
employees or by the adviser, accountants, appraisers or other
experts or consultants selected by the Board of Directors or
officers of the Corporation, regardless of whether such counsel
or expert may also be a director.
Section 15.  Fees and Expenses.  The directors may be
paid their expenses of attendance at each meeting of the Board
of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors, a stated salary as director
or such other compensation as the Board of Directors may
approve.  No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving
compensation therefor.  Members of special or standing
committees may be allowed like reimbursement and compensation
for attending committee meetings.
ARTICLE IV
Committees

Section 1.  Number, Tenure and Qualifications.  The
Board of Directors may appoint from among its members an
Executive Committee and other committees, composed of one or
more directors and one or more alternate members as the Board of
Directors shall designate, to serve at the pleasure of the Board
of Directors.
Section 2.  Powers.  The Board of Directors may
delegate to committees appointed under Section 1 of this Article
any of the powers of the Board of Directors, except as
prohibited by law.
Section 3.  Meetings.  Notice of committee meetings
shall be given in the same manner as notice for special meetings
of the Board of Directors.  A majority of the members or
alternate members of the committees shall constitute a quorum
for the transaction of business at any meeting of the committee.
The act of a majority of the committee members or alternate
members present at a meeting shall be the act of such committee.
The Board of Directors may designate a chairman of any
committee, and such chairman or, in the absence of a chairman,
any two members of any committee (if there are at least two
members of the Committee) may fix the time and place of its
meeting unless the Board shall otherwise provide.  In the
absence of any member of any such committee, the members or
alternate members thereof present at any meeting, whether or not
they constitute a quorum, may appoint another director to act in
the place of such absent member.  Each committee shall keep
minutes of its proceedings.

Section 4.  Telephone Meetings. Members or alternate
members of a committee of the Board of Directors may participate
in a meeting by means of a conference telephone or other
communications equipment if all persons participating in the
meeting can hear each other at the same time. Participation in a
meeting by these means shall constitute presence in person at
the meeting.

Section 5.  Consent by Committees without a Meeting.
Any action required or permitted to be taken at any meeting of a
committee of the Board of Directors may be taken without a
meeting, if a consent in writing or by electronic transmission
to such action is given by each member or alternate member of
the committee and is filed with the minutes of proceedings of
such committee.
Section 6.  Vacancies.  Subject to the provisions
hereof, the Board of Directors shall have the power at any time
to change the membership of any committee, to fill all
vacancies, to designate alternate members to replace any absent
or disqualified member or to dissolve any such committee.

ARTICLE V
Waiver of Notice

Whenever any notice is required to be given under the
provisions of the statutes, of the Charter or of these Bylaws, a
waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated
therein, shall be deemed the equivalent of notice and such
waiver shall be filed with the records of the meeting.  Neither
the business to be transacted at nor the purpose of any meeting
need be set forth in the waiver of notice, unless specifically
required by statute.  Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting except when the
person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.
ARTICLE VI
Chairman of the Board of Directors and Officers

Section 1.  General.  The officers of the Corporation
shall include a president, a secretary and a treasurer and may
include a chief executive officer, one or more vice presidents,
a chief operating officer, a chief financial officer, one or
more assistant secretaries and one or more assistant treasurers.
In addition, the Board of Directors may from time to time elect
such other officers with such powers and duties as they shall
deem necessary or desirable.  The officers of the Corporation
shall be elected annually by the Board of Directors, except that
the chief executive officer or president may from time to time
appoint one or more vice presidents, assistant secretaries and
assistant treasurers or other officers.  Any two or more offices
except president and vice president may be held by the same
person.  However, no officer shall execute, acknowledge or
verify any instrument in more than one capacity if such
instrument is required by law to be executed, acknowledged or
verified by two or more officers.  Election of an officer or
appointment of an agent shall not of itself create contract
rights between the Corporation and such officer or agent.
Section 2.  Tenure of Officers.  Each officer shall
hold his or her office until his or her successor is elected and
qualifies or until his or her earlier resignation or removal as
provided herein.
Section 3.  Removal and Resignation.  Any officer of
the Corporation may resign at any time by giving written notice
of his or her resignation to the Board of Directors, the
chairman of the Board of Directors, the president or the
secretary.  Any resignation shall take effect immediately upon
its receipt or at such later time specified in the notice of
resignation.  The acceptance of a resignation shall not be
necessary to make it effective unless otherwise stated in the
resignation.  Such resignation shall be without prejudice to the
contract rights, if any, of the Corporation.  Any officer or
agent of the Corporation may be removed at any time by the Board
of Directors if, in its judgment, the best interests of the
Corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person
so removed.  Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise shall be
filled by the Board of Directors.
Section 4.  Chairman of the Board of Directors.  The
chairman of the Board of Directors shall be designated by the
Board of Directors and shall preside at all meetings of the
stockholders and of the Board of the Directors.  The chairman
shall have such other duties and powers as may be determined by
the Board of Directors from time to time.  The chairman shall
not be an officer of the Corporation except as otherwise
determined by resolution of the Board of Directors or amendment
of these Bylaws.
Section 5.  President and Chief Executive Officer.
The president shall, in the absence of the chairman of the Board
of Directors, preside at all meetings of the stockholders or of
the Board of Directors.  The president or such officer as has
been determined by the Directors shall be the chief executive
officer.  The president and/or chief executive officer shall
have general responsibility for implementation of the policies
of the Corporation, as determined by the Board of Directors, and
for the management of the business and affairs of the
Corporation.  He or she shall execute on behalf of the
Corporation, and may affix the seal or cause the seal to be
affixed to, all instruments requiring such execution except to
the extent that signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer or
agent of the Corporation.
Section 6.  Vice Presidents.  The vice presidents
shall act under the direction of the president and in the
absence or disability of the president shall perform the duties
and exercise the powers of the president.  They shall perform
such other duties and have such other powers as the president or
the Board of Directors may from time to time prescribe.  The
Board of Directors may designate one or more executive vice
presidents or may otherwise specify the order of seniority of
the vice presidents and, in that event, the duties and powers of
the president shall descend to the vice presidents in the
specified order of seniority.

Section 7.  Secretary.  The secretary shall act under
the direction of the president.  Subject to the direction of the
president he or she shall attend all meetings of the Board of
Directors and all meetings of stockholders and record the
proceedings in a book to be kept for that purpose and shall
perform like duties for the committees designated by the Board
of Directors when required.  He or she shall give, or cause to
be given, notice of all meetings of stockholders and special
meetings of the Board of Directors, and shall perform such other
duties as may be prescribed by the president or the Board of
Directors.  He or she shall keep in safe custody the seal of
the Corporation and shall affix the seal or cause it to be
affixed to any instrument requiring it.
Section 8.  Assistant Secretaries.  The assistant
secretaries in the order of their seniority, unless otherwise
determined by the president or the Board of Directors, shall, in
the absence or disability of the secretary, perform the duties
and exercise the powers of the secretary.  They shall perform
such other duties and have such other powers as the president or
the Board of Directors may from time to time prescribe.
Section 9.  Treasurer.  The treasurer shall act under
the direction of the president.  Subject to the direction of the
president he or she shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors.  He
or she shall disburse the funds of the Corporation as may be
ordered by the president or the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the
president and the Board of Directors, at its regular meetings,
or when the Board of Directors so requires, an account of all
his or her transactions as treasurer and of the financial
condition of the Corporation.
Section 10.  Assistant Treasurers.  The assistant
treasurers in the order of their seniority, unless otherwise
determined by the president or the Board of Directors, shall, in
the absence or disability of the treasurer, perform the duties
and exercise the powers of the treasurer.  They shall perform
such other duties and have such other powers as the president or
the Board of Directors may from time to time prescribe.
ARTICLE VII
Certificates of Stock

Section 1.  Certificates.  Except as may be otherwise
provided by the Board of Directors, stockholders of the
Corporation are not entitled to certificates representing the
shares of stock held by them.  In the event that the Corporation
issues shares of stock represented by certificates, such
certificates shall be signed by the officers of the Corporation
in the manner permitted by the MGCL and contain the statements
and information required by the MGCL.  In the event that the
Corporation issues shares of stock without certificates, the
Corporation shall provide to record holders of such shares a
written statement of the information required by the MGCL to be
included on stock certificates.
Section 2.  Transfers when Certificates Issued.
Subject to any determination of the Board of Directors pursuant
to Section 1 of this Article, upon surrender to the Corporation
or the transfer agent of the Corporation of a stock certificate
duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, the Corporation shall issue
a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
Section 3.  Replacement Certificate when Certificates
Issued.  Subject to any determination of the Board of Directors
pursuant to Section 1 of this Article, the president, the
secretary, the treasurer or any officer designated by the Board
of Directors may direct a new certificate to be issued in place
of any certificate previously issued by the Corporation alleged
to have been lost, stolen or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate to
be lost, stolen or destroyed.  When authorizing the issuance of
a new certificate, an officer designated by the Board of
Directors may, in his or her discretion and as a condition
precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or the owner's legal
representative to advertise the same in such manner as he or she
or she shall require and/or to give bond, with sufficient
surety, to the Corporation to indemnify it against any loss or
claim which may arise as a result of the issuance of a new
certificate.
Section 4.  Record Holders; Transfers Generally
The Corporation shall be entitled to treat the holder of record
of any share of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share or on the part of any
other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the
State of Maryland.  Transfers of shares of any class of stock
will be subject in all respects to the Charter and all of the
terms and conditions contained therein.

ARTICLE VIII
Miscellaneous

Section 1.  Reserves.  There may be set aside out of
any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for such other purpose as the Board of
Directors shall think conducive to the interest of the
Corporation, and the Board of Directors may modify or abolish
any such reserve.
Section 2.  Dividends.  Dividends upon the stock of
the Corporation may, subject to the provisions of the Charter
and of applicable law, be authorized by the Board of Directors
and declared by the Corporation at any time.
Section 3.  Capital Gains Distributions.  The amount
and number of capital gains distributions paid to the
stockholders during each fiscal year shall be determined by the
Board of Directors.  Each such payment shall be accompanied by a
statement as to the source of such payment, to the extent
required by law.
Section 4.  Checks.  All checks or demands for money
and notes of the Corporation shall be signed by such officer or
officers or such other person or persons as the Board of
Directors may from time to time designate.
Section 5.  Fiscal Year.  The fiscal year of the
Corporation shall be fixed by resolution of the Board of
Directors.
Section 6.  Seal.  The corporate seal shall have
inscribed thereon the name of the Corporation, the year of its
organization and the words "Corporate Seal, Maryland."  The seal
may be used by causing it or a facsimile thereof to be impressed
or affixed or in another manner reproduced.  Whenever the
Corporation is permitted or required to affix its seal to a
document, it shall be sufficient to meet the requirements of any
law, rule or regulation relating to a seal to place the word
"(SEAL)" adjacent to the signature of the person authorized to
execute the document on behalf of the Corporation.
Section 7.  Insurance Against Certain Liabilities
The Corporation may obtain liability insurance for its directors
and officers to the extent permitted by the 1940 Act.
ARTICLE IX
Indemnification
To the maximum extent permitted by Maryland law in
effect from time to time, the Corporation shall indemnify and,
without requiring a preliminary determination of the ultimate
entitlement to indemnification, shall pay or reimburse
reasonable expenses in advance of final disposition of a
proceeding to (a) any individual who is a present or former
director or officer of the Corporation and who is made or
threatened to be made a party to the proceeding by reason of his
or her service in any such capacity or (b) any individual who,
while a director or officer of the Corporation and at the
request of the Corporation, serves or has served as a director,
officer, partner or trustee of another corporation, real estate
investment trust, partnership, joint venture, trust, employee
benefit plan or other enterprise and who is made or threatened
to be made a party to the proceeding by reason of his or her
service in any such capacity.  The Corporation may, with the
approval of its Board of Directors or any duly authorized
committee thereof, provide such indemnification and advance for
expenses to a person who served a predecessor of the Corporation
in any of the capacities described in (a) or (b) above and to
any employee or agent of the Corporation or a predecessor of the
Corporation.  The termination of any claim, action, suit or
other proceeding involving any person, by judgment, settlement
(whether with or without court approval) or conviction or upon a
plea of guilty or nolo contendere, or its equivalent, shall not
create a presumption that such person did not meet the standards
of conduct required for indemnification or payment of expenses
to be required or permitted under Maryland law, these Bylaws or
the Charter.  Any indemnification or advance of expenses made
pursuant to this Article shall be subject to applicable
requirements of the 1940 Act.  The indemnification and payment
of expenses provided in these Bylaws shall not be deemed
exclusive of or limit in any way other rights to which any
person seeking indemnification or payment of expenses may be or
may become entitled under any bylaw, regulation, insurance,
agreement or otherwise.
Neither the amendment nor repeal of this Article, nor
the adoption or amendment of any other provision of the Bylaws
or Charter inconsistent with this Article, shall apply to or
affect in any respect the applicability of the preceding
paragraph with respect to any act or failure to act which
occurred prior to such amendment, repeal or adoption.
ARTICLE X
Amendments

The Board of Directors shall have the exclusive power
to make, alter and repeal Bylaws of the Corporation.

00250.0209 #444507v3496431v.2
SK 00250 0439 645645
S:\MFLegal\BYLAWS\AWDGF II-Amended and Restated Bylaws April 1, 2006
??

??

??

??

46


BA0/166321/3
33

EX-99.77C VOTES

Alliance World Dollar Government Fund II, Inc.				Exhibit 77C
811-7732


77C - Matters submitted to a vote of security holders


A Special Meeting of Shareholders of Alliance World Dollar Government
Fund II, Inc. ("AWDGF II") was held on March 29, 2006.  A description
of each proposal and number of shares voted at the meeting
are as follows:



Shares
Voted For


Shares
Withheld

To elect three Directors of AWDGF II for a
term of two or three years and until his
successor is duly elected and qualifies.

Class Two Nominee (term expires 2008):

D. James Guzy


Class Three Nominees (terms expire 2009:

Marc O. Mayer

Marshall C. Turner, Jr.







60,315,635




60,353,864

60,363,765






















1,332,648




1,294,419

1,284,519




U:\Funadmin\SECfile\Alliance\wrld$2\exhibit77c033106.doc

EX-99.77Q1 OTHR EXHB

ADVISORY AGREEMENT

Alliance World Dollar Government Fund II, Inc.
1345 Avenue Of The Americas
New York, New York 10105

								July 27, 1993,
as amended October 1, 2005

Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105

Dear Sirs:

		We, the undersigned Alliance World Dollar Government Fund II, Inc.,
herewith confirm our agreement with you as follows:
		1.	We are a closed-end, non-diversified management investment
company registered under the Investment Company Act of 1940 (the "Act").
We propose to engage in the business of investing and reinvesting our
assets in securities ("the portfolio assets") of the type and in
accordance with the limitations specified in our Articles of
Incorporation, Bylaws, Registration Statement filed with the
Securities and Exchange Commission under the Securities
Act of 1933 and the Act, and any representations made in
our prospectus, all in such manner and to such extent as may from
time to time be authorized by our Board of Directors.  We enclose
copies of the documents listed above and will from time to time
furnish you with any amendments thereof.
		2.	(a)	We hereby employ you to manage the investment and
reinvestment of the portfolio assets as above specified and,
without limiting the generality of the foregoing, to provide
management and other services specified below.
			(b)	You will make decisions with respect to all purchases
and sales of the portfolio assets.  To carry out such decisions,
you are hereby authorized, as our agent and attorney-in-fact,
for our account and at our risk and in our name, to place orders
for the investment and reinvestment of the portfolio assets.
In all purchases, sales and other transactions in the portfolio assets
you are authorized to exercise full discretion and act for us in
the same manner and with the same force and effect as we might
or could do with respect to such purchases, sales or other transactions,
as well as with respect to all other things necessary or incidental
to the furtherance or conduct of such purchases, sales or other
transactions.
			(c)	You will report to our Board of Directors at each
meeting thereof all changes in the portfolio assets since the prior
report, and will also keep us in touch with important developments
affecting the portfolio assets and on your own initiative will furnish
us from time to time with such information as you may believe
appropriate for this purpose,  whether concerning the individual
issuers whose securities are included in our portfolio, the industries
in which they engage, or the conditions prevailing in the economy
generally.  You will also furnish us with such statistical and
analytical information with respect to the portfolio assets as
you may believe appropriate or as we reasonably may request.
In making such purchases and sales of the portfolio assets,
you will bear in mind the policies set from time to time by
our Board of Directors as well as the limitations imposed by
our Articles of Incorporation and in our Registration Statement
under the Act and the Securities Act of 1933, and the limitations
in the Act and of the Internal Revenue Code of 1986, as amended,
in respect of regulated investment companies.
			(d)	It is understood that you will from time to time employ
or associate with yourselves such persons as you believe to be
particularly fitted to assist you in the execution of your duties
hereunder, the cost of performance of such duties to be borne
and paid by you.  No obligation may be incurred on our behalf
in any such respect.  During the continuance of this agreement at
our request you will provide us persons satisfactory to our Board
of Directors to serve as our officers.  Such personnel may
be employees of you or your affiliates.  Nothing contained herein
shall be construed to restrict our right to hire our own employees
or to contract for services to be performed by third parties.
Furthermore, you or your affiliates (other than us) shall furnish
us without charge with such management supervision and assistance
and such office facilities as you may believe appropriate
or as we may reasonably request subject to the requirements
of any regulatory authority to which you may be subject.
		3.	We hereby confirm that, subject to the foregoing, we shall be
responsible and hereby assume the obligation for payment of
all our other expenses, including: (a) payment of the fee payable
to you under paragraph 5 hereof; (b) brokerage and commission
expenses; (c) federal, state, local and foreign taxes, including
issue and transfer taxes, incurred by or levied on us; (d) interest
charges on borrowings; (e) our organizational and offering expenses,
whether or not advanced by you; (f) fees and expenses of registering
our shares under the appropriate federal securities laws and of
qualifying our shares under applicable state securities laws; (g) fees
and expenses of listing and maintaining the listing of our shares
on any securities exchange; (h) expenses of printing and distributing
reports to shareholders; (i) costs of proxy solicitation; (j) charges
and expenses of our administrator, custodians and registrar, and
our transfer and dividend paying agent; (k) compensation of our
Directors, officers and employees who do not devote any part
of their time to your affairs or the affairs of your affiliates
other than us; (l) legal and auditing expenses; (m) the cost of
stock certificates representing shares of our common
stock; and (n) costs of stationery and supplies.
		4.	We shall expect of you, and you will give us the benefit
of, your best judgment and efforts in rendering these services
to us, and we agree as an inducement to your undertaking these
services that you shall not be liable hereunder for any mistake
of judgment or in any event whatsoever, except for lack of
good faith, provided that nothing herein shall be deemed to
protect, or purport to protect, you against any liability
to us or to our security holders to which you would
otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of your
duties hereunder, or by reason of your reckless disregard
of your obligations and duties hereunder.
		5.	In consideration of the foregoing we will pay you a monthly
fee at an annualized rate of 0.90% of our average weekly net assets.
For purposes of the calculation of such fee, average weekly
net assets shall be determined on the basis of our average net assets
for each weekly period (ending on Friday) ending during the
month.  The net assets for each weekly period are determined
by averaging the net assets on the Friday of such weekly period
with the net assets on the Friday of the immediately preceding
weekly period.  When a Friday is not a business day for us, then
the calculation will be based on our net assets on the business day
immediately preceding such Friday.  Such fee shall be payable in
arrears on the last day of each calendar month for services
performed hereunder during such month.  If our initial Registration
Statement is declared effective by the Securities and Exchange
Commission after the beginning of a month or this agreement
terminates prior to the end of a month, such fee shall be prorated
according to the proportion which such portion of the
month bears to the full month.
		6.	This agreement shall become effective on the date set forth
above and may be continued for successive twelve-month
periods (computed from each October 1) provided that such
continuance is specifically approved at least annually by our
Board of Directors or by majority vote of the holders of our
outstanding voting securities (as defined in the Act), and
in either case, by a majority of our Board of Directors who
are not interested persons, as defined in the Act, of any party
to this agreement (other than as Directors of our corporation),
provided further, however, that if the continuation of this
agreement is not approved, you may continue to render
the services described herein in the manner and to the extent
permitted by the Act and the rules and regulations thereunder.
Upon the effectiveness of this agreement, it shall supersede all
previous agreements between us covering the subject matter
hereof.  This agreement may be terminated at any time, without
the payment of any penalty, by vote of a majority of our outstanding
voting securities (as so defined), or by a vote of our
Board of Directors on 60 days written notice to you,
or by you on 60 days written notice to us.
 		7.	This agreement may not be transferred, assigned, sold
or in any manner hypothecated or pledged by you and this
agreement shall terminate automatically in the event
of any such transfer, assignment, sale, hypothecation
or pledge by you.  The term "transfer", "assignment" and "sale" as
used in this paragraph shall have the meanings ascribed hereto
by governing law and any interpretation thereof contained
in rules or regulations promulgated by the Securities
and Exchange Commission thereunder.
		8.	(a) Except to the extent necessary to perform your
obligations hereunder, nothing herein shall be deemed to
limit or restrict your right, or the right of any of your
employees, or any of the officers or directors of Alliance Capital
Management Corporation, your general partner, who may
also be a Director, officer or employee of ours, or persons
otherwise affiliated with us (within the meaning of the Act)
to engage in any other business or to devote time and attention
to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render
service of any kind to any other trust, corporation,
firm, individual or association.
			(b) You will notify us of any change in the general partner
of your partnership within a reasonable time after such change.
9. If you cease to act as our investment adviser, or, in any
event,
if you so request in writing, we agree to take all necessary action
o change our name to a name not including the term "Alliance".
You may from time to time make available without charge
to us for our use such marks or symbols owned by you,
including marks or symbols containing the term "Alliance" or any
variation thereof, as you may consider appropriate.  Any such marks
or symbols so made available will remain your property and you shall
have the right, upon notice in writing, to require us to cease
the use of such mark or symbol at any time.
		10.	This agreement shall be construed in accordance with the laws
of the State of New York, provided, however, that nothing herein shall
be construed as being inconsistent with the Act.
 		If the foregoing is in accordance with your understanding,
will you kindly so indicate by signing and returning to
us the enclosed copy hereof.
						Very truly yours,
						ALLIANCE WORLD DOLLAR GOVERNMENT
						  FUND II, INC.


						By:	__________________________
						   	Name:  Emilie D. Wrapp
						   	Title:  Secretary


Agreed to and accepted
as of the date first set forth above.

ALLIANCE CAPITAL MANAGEMENT L.P.

By: ALLIANCE CAPITAL MANAGEMENT
     	CORPORATION, its General Partner

   	By:	__________________________________________
     		Name:  Marc O. Mayer
     		Title:  Executive Vice President


By:	__________________________________________
     		Name:  Adam Spilka
     		Title:  Secretary





9