<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, For Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
/ X / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Alliance Global Environment Fund, Inc.
- -------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
/ X / No fee required
/ / Fee computed on table below per Exchange Act Rule 14a-
6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:
- -----------------------------------------------------------------
(2) Aggregate number of securities to which
transaction applies:
- ----------------------------------------------------------------
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was
determined):
- ----------------------------------------------------------------
(4) Proposed maximum aggregate value of
transaction:
- ----------------------------------------------------------------
(5) Total fee paid:
<PAGE>
- ----------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement
No.:
(3) Filing Party:
(4) Date Filed:
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ALLIANCE GLOBAL ENVIRONMENT FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
Toll Free (800) 221-5672
March 22, 2000
To the Stockholders of Alliance Global Environment Fund,
Inc.:
The accompanying Notice of Special Meeting and Proxy
Statement relate to a proposal that the Fund be dissolved.
The Fund currently has under $9 million in assets and has
been in continuous net redemption since its open-ending in
October 1997. The Fund's Adviser has concluded that it is not
possible for the Fund to attain significant asset growth under
current and foreseeable market conditions. From an investment
perspective, the Fund's small size, and the need to meet
redemptions as the Fund continues to shrink increasingly limit
the portfolio manager's ability to add value through
diversification, stock selection and asset allocation. Under
these circumstances, the Fund's Board of Directors, after
considering the recommendation of the Fund's Adviser, concluded
that the interests of the Fund's stockholders would be better
served by deploying their assets into other investment vehicles
and approved, and recommends to the Fund's stockholders, a
proposal for the liquidation and dissolution of the Fund.
The Fund's Board of Directors has approved the dissolution
and recommends that you approve the liquidation and dissolution
of the Fund by voting your proxy.
We welcome your attendance at the Special Meeting of
Stockholders. If you are unable to attend, we encourage you to
vote your proxy promptly in order to spare additional proxy
solicitation expense.
Sincerely yours,
John D. Carifa
Chairman of the Board of Directors
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[Alliance Capital Logo]*
ALLANCE GLOBAL ENVIRONMENT FUND, INC.
_________________________________________________________________
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800)221-5672
_________________________________________________________________
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
May 18, 2000
To the Stockholders of Alliance Global Environment Fund, Inc.:
Notice is hereby given that a Special Meeting of Stockholders
(the "Meeting") of Alliance Global Environment Fund, Inc. (the
"Fund") will be held at the offices of the Fund, 1345 Avenue of
the Americas, 33rd Floor, New York, New York 10105, on Thursday,
May 18, 2000 at 11:00 a.m., for the following purposes, all of
which are more fully described in the accompanying Proxy
Statement dated March 22, 2000:
1. To approve the liquidation and dissolution of the Fund,
as described in the Plan of Liquidation and Dissolution approved
by the Board of Directors of the Fund, which provides for the
sale of all of the assets of the Fund, the distribution to the
stockholders in cash of the net proceeds from the sale of assets
in complete liquidation of their interests in the Fund, and the
subsequent dissolution of the Fund under Maryland law (the
"Proposal"); and
2. To transact such other business as may properly come
before the Meeting.
The Board of Directors has fixed the close of business on
March 17, 2000 as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Meeting
or any postponement or adjournment thereof. The enclosed proxy
is being solicited on behalf of the Board of Directors.
By Order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
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New York, New York
March 22, 2000
_________________________________________________________________
YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the enclosed
Proxy Card, sign and date it, and return it in the envelope
provided, which needs no postage if mailed in the United States.
You may also be able to vote by telephone or via the Internet as
described in the accompanying Proxy Statement. Your vote is very
important no matter how many shares you own. In order to save
any additional costs of further proxy solicitation and to allow
the Special Meeting to be held as scheduled, please vote your
proxy promptly.
_________________________________________________________________
*This registered service mark used under license from the
owner, Alliance Capital Management L.P.
5
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PROXY STATEMENT
ALLIANCE GLOBAL ENVIRONMENT FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
_________________
SPECIAL MEETING OF STOCKHOLDERS
May 18, 2000
___________________
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of
Alliance Global Environment Fund, Inc., a Maryland corporation
(the "Fund"), to be voted at a Special Meeting of Stockholders of
the Fund (the "Meeting"), to be held at the offices of the Fund,
1345 Avenue of the Americas, 33rd Floor, New York, New York
10105, on Thursday, May 18, 2000 at 11:00 a.m. The solicitation
will be by mail and the cost will be borne by Alliance Capital
Management L.P., the investment adviser to the Fund (the
"Adviser"). The Notice of Meeting, this Proxy Statement and the
accompanying Proxy Card are being mailed to stockholders on or
about March 22, 2000.
The Board of Directors has fixed the close of business on
March 17, 2000 as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Meeting
and at any postponement or adjournment thereof. The outstanding
voting shares of the Fund as of that date consisted of a total of
1,353,117 shares of common stock, each share being entitled to
one vote, consisting of 1,272,996 Class A shares, 51,048 Class B
shares, 28,076 Class C shares and 996 Advisor Class shares.
Those stockholders who hold shares directly and not through a
broker or nominee (that is, a stockholder of record) may vote
their shares by completing a Proxy Card and returning it by mail
in the enclosed postage-paid envelope as well as either by
telephoning toll free 1-800-597-7836 or via the Internet website
at https://vote.proxy-direct.com. Shares held for a stockholder
through a broker or nominee (who is the stockholder of record for
those shares) should be voted by following the instructions
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provided to the stockholder by the broker or nominee. The
telephone and Internet voting instructions to be followed by a
stockholder of record, including use of the Control Number on the
stockholders Proxy Card, are designed to verify stockholder
identities, to allow stockholders to give voting instructions and
to confirm that stockholder instructions have been recorded
properly. The telephone and Internet voting facilities will close
at 8:00 a.m. on the morning of the Meeting. Stockholders who
vote by telephone or via the Internet should not also return a
Proxy Card. Stockholders who vote via the Internet should be
aware that they are responsible for any applicable
telecommunication and access charges. A stockholder of record
may revoke that stockholder's proxy at any time prior to exercise
thereof by giving written notice to the Secretary of the Fund at
1345 Avenue of the Americas, New York, New York 10105, by voting
another proxy (either by signing and mailing another Proxy Card
or, by telephone or via the Internet as indicated above), or by
personally voting at the Meeting.
Proxies may be returned with instructions to abstain from
voting or withhold authority to vote (an "abstention") or
represent a broker "non-vote" (which is a proxy from a broker or
nominee indicating that the broker or nominee has not received
instructions from the beneficial owner or other person entitled
to vote shares on a particular matter with respect to which the
broker or nominee does not have the discretionary power to vote).
The Proposal requires the affirmative vote of a majority of the
total outstanding shares of the Fund. An abstention or broker
non-vote will be considered present for purposes of determining
the existence of a quorum for the Meeting but will have the
effect of a vote against the Proposal.
A quorum for the Meeting will consist of the presence in
person or by proxy of the holders of one-third of the shares
entitled to vote at the Meeting. In the event that a quorum is
not represented at the Meeting or, even if a quorum is so
present, in the event that sufficient votes in favor of the
position recommended by the Board of Directors on the Proposal
are not timely received, the persons named as proxies may propose
and vote for one or more adjournments of the Meeting with no
other notice than announcement at the Meeting, in order to permit
further solicitation of proxies. Shares represented by proxies
indicating a vote against the Proposal will be voted against
adjournment.
The Fund has engaged Shareholder Communications Corporation,
17 State Street, New York, New York 10004, to assist the Fund in
soliciting proxies for the Meeting. Shareholder Communications
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Corporation will receive a fee of $3,500 from the Adviser for its
solicitation services, plus reimbursement of out-of-pocket
expenses.
THE PROPOSAL
At a February 28, 2000 Special Meeting, the Board of
Directors of the Fund (the "Board") considered and approved the
recommendation of the Adviser that the Fund be liquidated and
dissolved (the "Dissolution") and approved the Plan of
Liquidation and Dissolution (the "Plan"). A copy of the Plan is
attached as Exhibit A to this Proxy Statement. In accordance
with Maryland Law, the Board adopted a resolution declaring the
Dissolution advisable and directed that the proposed Dissolution
be submitted to the stockholders of the Fund for approval. A
vote in favor of the Dissolution is a vote in favor of the Plan.
The Board recommends that the stockholders of the Fund vote
"FOR" the Proposal.
Background
The Fund is a non-diversified management investment company
organized as a Maryland corporation which commenced operations on
June 1, 1990 as a closed-end management investment company and on
October 3, 1997 converted to an open-end management investment
company (an "open-end fund"). The Fund's investment objective is
long-term capital appreciation through investment in equity
securities of companies expected to benefit from advances or
improvements in products, processes or services intended to
foster the protection of the environment. The Fund is described
in its Prospectus and Statement of Additional Information, each
dated February 2, 2000.
The assets of the Fund have declined continuously since it
became an open-end fund. Based upon the information presented to
the Board and the Adviser's recommendation as discussed below,
the Board believes that liquidation and dissolution of the Fund
would be in the best interest of the stockholders. Based on the
Adviser's recommendations and the reasons presented to the
Directors, the Board declared the dissolution of the Fund to be
advisable, adopted the Plan and determined that the dissolution
be submitted to the stockholders of the Fund for their
consideration.
Considerations of the Board and Its Recommendation
In making its recommendation to the Board, the Adviser
explained that the Fund's total assets have fallen from a high of
just over $100 million before its open-ending, to approximately
$8.7 million as of December 31, 1999. The Fund has not
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experienced any appreciable sales since its open-ending and
continues to experience net redemptions.
The Adviser informed the Board that, after considering and
pursuing many different possible avenues for wider distribution
of the Fund's shares, the Adviser, together with the Fund's
principal underwriter, Alliance Fund Distributors, Inc. ("AFD"),
determined that significant asset growth for this Fund is not
possible under current and foreseeable market conditions. The
Adviser and AFD concluded that the Fund's continued asset erosion
is symptomatic of the overall lack of broker and investor
interest in the environmental sector and that this situation is
unlikely to change in the foreseeable future. The Adviser noted
that there are only two other purely environmental funds in the
entire universe of fund groupings maintained by Lipper Inc., and
that, as evidenced in the following table, each of these funds is
also small and has experienced asset erosion during recent years.
Total Assets
(in millions)
December 31,1996December 31, 1997December 31, 1998December
31, 1999
Alliance Global
Environment Fund $96.3 $33.4 $11.2 $8.7
Fidelity Select
Environmental
Services Portfolio 28.1 26.6 17.9 11.9
New Alternatives
Fund, Inc. 35.5 37.9 33.0 32.5
The Adviser informed the Board that, from an investment
perspective, the Fund's small size and the need to meet
continuing net redemptions will begin to limit the portfolio
manager's ability to add value through diversification, stock
selection and asset allocation. For these reasons, the Adviser
and AFD expressed their view that the interests of the Fund's
stockholders would benefit by deploying their assets into
investment vehicles other than the Fund.
In making their recommendation to the Board, the Adviser and
AFD noted that the Fund currently operates under the Adviser's
agreement (through October 31, 2000) to waive its fee and
reimburse other expenses to the extent necessary to limit Fund
operating expenses to 3.00%, 3.70%, 3.70% and 2.70% for the
Fund's Class A, B, C, and Advisor Class shares, respectively.
Absent this agreement, the Fund's expenses as of February 1,
2000, would have been 5.12%, 5.90%, 5.83% and 4.86% of the Fund's
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Class A, B, C and Advisor Class shares, respectively. Since the
principal purpose of fee waivers is to allow funds to grow to the
point at which they can support their own operations unaided, and
since the Adviser has concluded that the Fund will not reach that
point of independence, the Adviser informed the Board that it was
reluctant to continue its subsidy beyond the present term of the
fee waiver agreement.
Before making their recommendation to the Board, the Adviser
and AFD considered and discussed with the Directors alternatives
to the Dissolution, including the possibility of the Fund's
consolidation with another Alliance Capital-sponsored equity
fund. The Adviser stated, however, that the Fund's focused
environmental portfolio is not suitable for incorporation into
any other of the more broadly based Alliance Capital-sponsored
equity funds.
The Adviser and AFD also expressed to the Board their belief
that the Dissolution would better serve the interests of
stockholders than an acquisition by either of the two
non-Alliance managed environmental funds, for a number of
reasons. As is evidenced by the following table, the Adviser
noted that the investment performance of each of these funds has
not been as good as the Fund's investment performance over the
five years ended December 31, 1999. While a merger with another
environmental fund would likely be tax-free for the Fund's
stockholders, the Adviser did not consider it appropriate to
recommend a merger of the Fund into another fund with long-term
investment performance that is less attractive than that of the
Fund and considered that it was unlikely that stockholders would
find such an option as attractive as the Dissolution.
Average Annual Total Returns -
Class A Shares at Net Asset Value
Year Ended Five Years Ended
December 31, 1999 December 31, 1999
Alliance Global Environment
Fund 5.21% 12.73%
Fidelity Select Environmental
Services Portfolio -25.78% 1.15%
New Alternatives Fund, Inc. 8.47% 7.98%
The Adviser also noted that, unlike the Fund, neither of
these two funds pays Rule 12b-1 or other stockholder servicing
fees to brokers that are designed to encourage continued
investment in the Fund. In this connection, the Adviser informed
the Board of Directors that the principal brokers whose clients
own Fund shares do not maintain significant relationships with
the complexes sponsoring these two funds and that these brokers
10
<PAGE>
require compensation for the level of stockholder servicing that
they provide to their clients who own Fund shares. The Adviser
therefore believes that it is highly unlikely that many, if any,
of the Fund's stockholders would remain after a merger and that
as a result, it was unlikely that either of these funds would
even consider an acquisition of the Fund.
In addition, the Directors considered that stockholders who
wish to remain in an "environmental only" fund could always
purchase shares of these funds with the proceeds from the
liquidation of the Fund. In this connection, the Board adopted
the recommendation of AFD that the Fund waive the imposition of
any otherwise applicable contingent deferred sales charges
described in the Fund's prospectus with respect to the redemption
of the Fund's Class B or Class C shares in connection with the
Dissolution. The Adviser believes the Dissolution would enable
brokers and stockholders who wish to reinvest their proceeds from
the Dissolution in other Alliance Capital-sponsored mutual funds,
or other load-fund families, to do so.
Plan of Liquidation and Dissolution
The Plan provides that proportionate interests of the
stockholders in the assets of the Fund will be fixed on the basis
of their respective shareholdings at the close of business on the
day of approval of the Proposal by the stockholders of the Fund
(the "Effective Date"). The Fund will cease its business as an
investment company on the Effective Date, and as soon as
practicable all portfolio securities of the Fund will then be
converted to cash or cash equivalents and all reasonably
ascertainable liabilities paid. Pursuant to the Plan, the Fund
will thereafter mail to each stockholder of record on the
Effective Date one or more liquidating distributions equal in the
aggregate to the stockholder's proportionate interest in the net
assets of the Fund attributable to the portfolio securities of
the Fund that were liquidated prior to the date of distribution.
The Plan provides that the expenses incurred in connection
with the Dissolution (other than the Fund's portfolio liquidation
costs), estimated to be approximately $50,000, will be borne by
the Adviser. The Adviser believes that there will be virtually
no transaction costs associated with the Dissolution. The Plan
also authorizes the Board, in its discretion, to do any and all
acts necessary to carry out the purposes of the Plan or which may
be required by the provisions of Maryland law, the Investment
Company Act of 1940 or the Securities Act of 1933.
11
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In the event the stockholders of the Fund do not approve the
Proposal, the Board will continue to search for some alternative
for the Fund. If the Proposal is not approved, there can be no
assurance that the Adviser will agree to continue the limitation
on Fund operating expenses described above, and therefore the
Fund's expense ratio may significantly increase.
Certain Federal Income Tax Consequences
The following is a summary of the principal United States
federal income tax consequences of the Plan. The summary does
not address all tax consequences that may apply to stockholders
in light of their status or personal circumstances, nor does it
address tax consequences to stockholders subject to special tax
treatment, including corporations, trusts, estates, tax exempt
persons (including qualified retirement plans and individual
retirement accounts) non-resident aliens or dealers in
securities. All stockholders should consult with their own tax
advisers regarding the tax consequences, including the state,
local or foreign tax consequences, of the Plan in their
particular situations.
For federal income tax purposes, the payment of liquidating
distributions will be a taxable event to the Fund's stockholders,
and each stockholder will be treated as having sold Fund shares
for an amount equal to the liquidating distribution(s) the
stockholder receives. A stockholder will recognize a gain (or
loss) to the extent that the amount of the liquidating
distribution(s) is greater than (or less than) the stockholder's
tax basis in Fund shares. The gain or loss will be a capital
gain or loss if the shares are held by the stockholder as capital
assets. A stockholder's capital gain or loss will be long-term
capital gain or loss if the stockholder has held the shares for
more than one year at the time of the distribution, and otherwise
short-term capital gain or loss.
The Fund may realize capital gains, either short-term or
long-term, upon the sale of its portfolio securities. As of
March 7, 2000, the Fund had realized and unrealized capital gains
totaling approximately 21% of its net asset value of which
approximately 3/4ths were long-term. The Fund has no capital
loss carryforwards. In order to avoid tax payable by the Fund on
its realized capital gains, the Fund as a "regulated investment
company" is required to distribute its realized gains to its
stockholders annually. Pursuant to a special federal income tax
rule applicable for liquidating distributions, if the Fund makes
its liquidating distributions by December 31, 2000, as
anticipated, the federal tax law would allow the Fund to
12
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characterize a portion of its liquidating distributions as
satisfying this annual distribution requirement (rather than
making a separate distribution of those gains). A stockholder
who has held Fund shares for more than one year would therefore
receive long-term capital gain treatment (rather than dividend
treatment, as would be the case if a separate distribution were
made) with respect to the stockholder's share of the Fund's
short-term capital gains that are part of the liquidating
distributions. This treatment is permissible only if, as the
Fund expects to be the case, ownership of the Fund's shares is
not concentrated in a manner such that the Fund would be
considered a "personal holding company."
The Fund generally will be required to withhold tax at the
rate of 31% from liquidating distributions paid to individuals
and certain other non-corporate stockholders who have not
previously certified to the Fund that their social security
number or taxpayer identification number provided to the Fund is
correct and that the stockholder is not subject to backup
withholding.
OTHER MATTERS
No matter other than the Proposal is expected to be presented
at the Meeting. If any other matter properly comes before the
Meeting to be voted upon by the stockholders, the shares
represented by proxies will be voted thereon in the discretion of
the person or persons voting the proxies.
SECURITY OWNERSHIP BY CERTAIN OWNERS
To the knowledge of the Fund, the following persons owned of
record or beneficially 5% or more of the indicated classes of the
outstanding shares of the Fund as of March 17, 2000:
Class A Shares Shares Percent
Nomura International Trust Co.
Att. Agent Department
10 Exchange Place Ste 1606
Jersey City, NJ 07302-3910 165,700 13.01%
Canal Insurance Company
Register Ship Account
Attn Rick Timmons
Box 7
Greenville, SC 29602-0007 166,609 13.08%
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Class B Shares Shares Percent
MLPF&S
For the Sole Benefit of Its Customers
Attn Fund Admin (97SA5)
4800 Deer Lake Dr. East 2nd Flr.
Jacksonville, FL 32246-6484 7,222 14.15%
Bear Stearns Securities Corp.
FBO 486-86679-18
1 Metrotech Center North
Brooklyn, NY 11207-3870 3,621 7.09%
NFSC FEBO #W60-029270
Davida C. Johns
c/o James Hayes
4417 Powells Point Rd.
Virginia Bch, VA 23455-2113 3,772 7.39%
NFSC FEBO #W82-002852
Stephen J. O'Dell Ttee
Stephen J. O'Dell Rev Living Tr
U/A 7/19/99
PO Box 931
Tempe, AZ 85280-0931 3,120 6.11%
PAINEWEBBER FBO
Keith Holt & Jean Holt JTTEN Com
41 Old Ln
Towaco, NJ 07082-1229 4,295 8.41%
Class C Shares
First Trust Corp.
Joan R. Kohman IRA #612414
DTD 8-3-93
PO Box 173301
Denver, CO 80217-3301 3,108 11.07%
Lynda L. Arnold
10222 Westport Ct.
Wichita, KS 67212-6717 2,758 9.82%
Alliance Plans Div/F.T.C
C/F William E Murphy IRA
Rollover Account
2025 Columbine
Wichita, KS 67204-5403 8,274 29.47%
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Shares Percent
Shirley M. Griffing
16690 SW 160th Street
Rose Hill, KS 67133-8584 3,629 12.93%
Mildred G. Griffin TOD
Martha T. Bratton & John B. Tennant Jr.
Subject to STA TOT Rules
119 Belaire Dr.
Danville, VA 24541-5111 4,313 15.36%
Advisor Class
Alliance Plans DIV/FTC
C/F Michael J. Ferry
Roth IRA
5109 Fairview Terrace Apt. 2
West New York, NJ 07093-3504 138 13.94%
Alan J. Stoga
163 LaBranche Rd
Hillsdale, NY 12529-5713 839 84.27%
ADDITIONAL INFORMATION
Investment Adviser, Administrator and Principal Underwriter
The Fund's investment adviser and administrator is Alliance
Capital Management L.P. The Fund's principal underwriter is
Alliance Fund Distributors, Inc. The principal office of the
adviser, administrator and principal underwriter is 1345 Avenue
of the Americas, New York, New York 10105.
Auditors
Ernst & Young LLP is the Fund's independent auditors.
Representatives of that firm are expected to be present at the
Meeting and to have the opportunity to make a statement if they
so desire. They are also expected to be available to respond to
appropriate questions relating to the Proposal.
REPORT TO STOCKHOLDERS
The Fund will furnish, upon request and without charge, each
person to whom this Proxy Statement is delivered with a copy of
the Fund's latest annual report to stockholders for the fiscal
year ended October 31, 1999. To request a copy, please call
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<PAGE>
Alliance Fund Services, Inc. toll free at 1-800-277-4618 or
contact Maria Brison at Alliance Capital Management L.P., 1345
Avenue of the Americas, New York, New York 10105.
By Order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
March 22, 2000
New York, New York
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EXHIBIT A
ALLIANCE GLOBAL ENVIRONMENT FUND, INC.
PLAN OF LIQUIDATION AND DISSOLUTION
This Plan of Liquidation and Dissolution (the "Plan") of Alliance
Global Environment Fund, Inc. (the "Fund"), a corporation
organized and existing under the laws of the State of Maryland
and an open-end management investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act"),
is intended to accomplish the complete liquidation and
dissolution of the Fund in conformity with the laws of the State
of Maryland.
WHEREAS, on February 28, 2000, the Fund's Board of Directors (the
"Board") unanimously determined that it is advisable to dissolve
the Fund; and
WHEREAS, the Board has considered and approved this Plan as the
method of liquidating and dissolving the Fund and has directed
that the dissolution of the Fund be submitted to the stockholders
of the Fund (the "Stockholders") for their consideration;
NOW, THEREFORE, the liquidation and dissolution of the Fund shall
be carried out in the manner hereinafter set forth:
1. Effective Date of Plan. The Plan shall be and become
effective only upon the approval of dissolution of the Fund
by vote of a majority of the outstanding voting shares of the
Fund. The day of such approval by the Stockholders is
hereinafter called the "Effective Date."
2. Cessation of Business. After the Effective Date, the Fund
shall cease its business as an investment company and shall
not engage in any business activities except for the purposes
of winding up its business and affairs, preserving the value
of its assets, discharging or making reasonable provision for
the payment of all of the Fund's liabilities as provided in
Section 4 herein, and distributing its remaining assets to
the Stockholders in accordance with this Plan.
3. Fixing of Interests and Closing of Books. The proportionate
interests of Stockholders in the assets of the Fund shall be
fixed on the basis of their respective shareholdings at the
close of business on the Effective Date. On the Effective
Date, the books of the Fund shall be closed, and no further
shares of the Fund shall be issued, or, except pursuant to
Section 5 below, redeemed.
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4. Liquidation of Assets and Payment of Debts. As soon as is
reasonable and practicable after the Effective Date, all
portfolio securities of the Fund shall be converted to cash
or cash equivalents. As soon as practicable after the
Effective Date, the Fund shall pay, or make reasonable
provision to pay in full all known or reasonably
ascertainable liabilities of the Fund incurred or expected to
be incurred prior to the date of the final Liquidating
Distribution provided for in Section 5 below.
5. Liquidating Distributions. As soon as practicable after the
Effective Date, the Fund shall mail to each Stockholder of
record on the Effective Date one or more liquidating
distributions equal in the aggregate to the Stockholder's
proportionate interest in the net assets of the Fund
attributable to the portfolio securities of the Fund that
were converted to cash or cash equivalents prior to the date
of distribution (individually each a "Liquidating
Distribution"); and (b) appropriate information concerning
the sources of each Liquidating Distribution. No deduction
shall be made from any Liquidating Distributions of a
contingent deferred sales charge. Upon the mailing of the
final Liquidating Distribution, all outstanding shares of the
Fund will be deemed redeemed and canceled.
6. Expenses of the Liquidation and Dissolution of the Fund.
Alliance Capital Management L.P. shall bear all of the
expenses incurred in carrying out this Plan.
7. Deregistration as an Investment Company. Upon completion of
the Liquidating Distribution, the Fund shall file with the
Commission an application for an order declaring that the
Fund has ceased to be an investment company.
8. Dissolution. As promptly as practicable, the Fund shall be
dissolved in accordance with the laws of the State of
Maryland and the Fund's charter.
9. Power of Directors. In addition to the power of the
directors of the Fund under Maryland law, the Board, and
subject to the discretion of the Board, the officers of the
Fund, shall have authority to do or authorize any or all acts
and things as they may consider necessary or desirable to
carry out the purposes of the Plan, including, without
limitation, the execution and filing of all certificates,
documents, information returns, tax returns, forms and other
papers which may be necessary or appropriate to implement the
Plan or which may be required by the provisions of Maryland
law, the 1940 Act or the Securities Act of 1933, as amended.
18
<PAGE>
The Board shall have the authority to authorize such
variations from, or amendments of, the provisions of the Plan
(other than the terms governing Liquidating Distributions) as
may be necessary or appropriate to effect the liquidation and
dissolution of the Fund and the distribution of its net
assets to Stockholders in accordance with the purposes to be
accomplished by the Plan.
Accepted and agreed as
to Section 6:
Alliance Capital Management L.P.
By: Alliance Capital Management Corporation,
General Partner
By: __________________________________
19
<PAGE>
TABLE OF CONTENTS Page
INTRODUCTION................................................ 1
THE PROPOSAL................................................ 2
Background.............................................. 2
Considerations of the Board and Its Recommendation...... 2
Plan of Liquidation and Dissolution..................... 4
Certain Federal Income Tax Consequences................. 4
OTHER MATTERS............................................... 5
SECURITY OWNERSHIP BY CERTAIN OWNERS........................ 5
ADDITIONAL INFORMATION...................................... 7
Investment Adviser, Administrator and Principal
Underwriter............................................. 7
Auditors................................................ 7
REPORT TO STOCKHOLDERS...................................... 8
EXHIBIT A................................................... 8
ALLIANCE GLOBAL ENVIRONMENT FUND, INC.
_________________________________________________________________
[ALLIANCE CAPITAL LOGO]
ALLIANCE CAPITAL MANAGEMENT L.P.
_________________________________________________________________
NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
March 22, 2000
00250070.BG3
20
<PAGE>
PROXY ALLIANCE GLOBAL ENVIRONMENT FUND, INC. PROXY
PROXY IN CONNECTION WITH THE SPECIAL MEETING OF
STOCKHOLDERS TO BE HELD ON MAY 18, 2000
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE FUND
The undersigned stockholder of Alliance Global Environment Fund,
Inc., a Maryland corporation (the "Fund"), hereby appoints each
of Christina Santiago and Maria Brison, or either of them, as
proxies for the undersigned, each with full power of
substitution, to attend the Special Meeting of Stockholders of
the Fund to be held at 11:00 a.m., Eastern Time, on May 18, 2000
at the offices of the Fund, 1345 Avenue of the Americas, 33rd
Floor, New York, New York, 10105, and any postponement or
adjournment thereof, to cast on behalf of the undersigned all
votes that the undersigned is entitled to cast at the Special
Meeting and otherwise to represent the undersigned with all
powers possessed by the undersigned if personally present at the
Special Meeting. The undersigned hereby acknowledges receipt of
the Notice of Meeting and accompanying Proxy Statement.
VOTE VIA THE INTERNET:
https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE:
1-800-597-7836
CONTROL NUMBER:
Note: Please sign this proxy
exactly as your name(s) appear(s) on
the books of the Fund. Joint owners
should each sign personally.
Trustees and other fiduciaries
should indicate the capacity in
which they sign, and where more than
one name appears, a majority must
sign. If a corporation, this
signature should be that of an
authorized officer who should state
his or her title.
__________________________________
Signature of Stockholder
__________________________________
Signature of joint owner, if any
, 2000
__________________________________
Dated
<PAGE>
If this proxy is properly executed, the votes entitled to be cast
by the undersigned will be cast in the manner directed below. If
no direction is made as regards the Proposal or other matters,
such votes entitled to be cast by the undersigned will be cast
"FOR" the Proposal and "FOR" any postponement or adjournment of
the Special Meeting with respect to the Proposal in the event
that sufficient votes in favor of the Proposal are not timely
received, and in the discretion of the proxy holder(s) on any
other matter that may properly come before the Special Meeting or
any postponement or adjournment thereof. Please refer to the
Proxy Statement for a discussion of the Proposal.
PLEASE MARK VOTES AS IN THIS EXAMPLE: /X/
FOR AGAINST ABSTAIN
1. Approval of the liquidation / / / / / /
and dissolution of the Fund.
Your Board of Directors recommends a vote "FOR" this
Proposal.
2. In the discretion of the Proxy holder(s), to vote and
otherwise represent the undersigned upon any matter that may
properly come before the Special Meeting or postponement or
adjournment thereof.
Please Vote, Sign, and Date this Proxy and
Return it Promptly in the Enclosed Envelope.
00250070.BG3
