<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:
/X/ Preliminary Proxy Statement
/ / Confidential, For Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
/ / 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 secfurities 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:
- --------------------------------------------------------------
/ / 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
<PAGE>
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:
2
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[ALLIANCE CAPITAL LOGO]
ALLIANCE GLOBAL ENVIRONMENT FUND, INC.
- ----------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
- ----------------------------------------------------------------
March [__], 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
net redemptions since its open ending. The Fund's Adviser has
concluded that significant asset growth for this Fund is
impossible under current and foreseeable market conditions. From
an investment perspective, the Fund's small size, and the need to
meet continuing net redemptions, limit the portfolio manager's
ability to add value through stock selection and asset
allocation. Given this backdrop, 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
sign, date and return the enclosed proxy card promptly in order
to spare additional proxy solicitation expense.
Sincerely yours,
John D. Carifa
Chairman of the
Board of Directors
<PAGE>
[ALLIANCE CAPITAL LOGO]
ALLIANCE GLOBAL ENVIRONMENT FUND, INC.
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1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
- ----------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
May 8, 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 [__], 2000:
1. To approve the 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
New York, New York
March [__], 2000
2
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- ----------------------------------------------------------------
YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the enclosed
proxy Card, sign and date it, and return it in the envelope
provided, which needs no postage if mailed in the United States.
Your vote is very important no matter how many shares you own.
In order to save any additional costs of further proxy
solicitation and to allow the Special Meeting to be held as
scheduled, please mark and mail your proxy promptly.
(R) This registered service mark used under license from the
owner, Alliance Capital Management L.P.
3
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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 [__], 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
[____] shares of common stock, each share being entitled to one
vote, consisting of [____] Class A shares, [____] Class B shares,
[____] Class C shares and [____] Advisor Class shares.
Properly executed 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. Any stockholder 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
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York, New York 10105, by signing another proxy of a later date or
by personally voting at the Meeting.
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
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.
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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
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, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1997 1998 1999
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 that Board that, from an investment
perspective, the Fund's small size and the need to meet
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continuing net redemptions will begin to limit the portfolio
manager's ability to add value through 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
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.
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Average Annual Total Returns -
Class A Shares at Net Asset Value
Year Ended Five Years Ended
December 31, 1999 December 31,1999
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. Without these payments, the Adviser
believes that it is highly unlikely that many, if any, of the
Fund's stockholders would remain after a merger. It is therefore
also highly unlikely that either of these funds would consider an
acquisition of the Fund. In addition, the Adviser informed the
Board of Directors that none of the principal brokers whose
clients own Fund shares maintain significant relationships with
the complexes sponsoring these funds and that each requires
compensation for the high level of stockholder servicing that
they provide to their clients.
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 upon approval of the Proposal by the
stockholders of the Fund, the Fund will cease its business as an
investment company. The 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 (the "Effective Date"), and as soon as
practicable thereafter all portfolio securities of the Fund will
be converted to cash or cash equivalents and all reasonably
ascertainable liabilities paid. In addition, the Plan provides
8
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that the Fund will 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 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.
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.
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.
The right of a stockholder to redeem the stockholder's shares
of the Fund in accordance with the redemption procedures set
forth in the Fund's current prospectus and statement of
additional information will continue unimpaired until adoption of
the Plan.
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
9
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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
February 29, 2000 the Fund had realized and unrealized capital
gains totaling approximately [____]% of its net asset value of
which approximately [____] were short-term. The Fund has no
capital loss carryforwards. In order to avoid a corporate-level
tax on its gains, a "regulated investment company," such as the
Fund, is required to distribute its realized gains to its
stockholders. Pursuant to a special federal income tax rule
applicable for liquidating distributions, if the distributions
are made by December 31, 2000, as anticipated, the federal tax
law would allow the Fund to avoid a separate distribution of its
realized capital gains. Instead, the Fund would characterize a
portion of its liquidating distributions as satisfying this
requirement (rather than making a separate distribution of those
gains), provided that ownership of the Fund's shares is not
concentrated in a manner such that the Fund would be considered a
"personal holding company", in which case the Fund would be
unable to do so. The Fund does not expect that ownership of the
Fund's shares will be concentrated in that manner. If the Fund
is not a "personal holding company," a stockholder who has held
Fund shares for more than one year would 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 so
characterized.
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.
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[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:]
[To be inserted]
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
Alliance Fund Services, Inc. at (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 [__], 2000
New York, New York
11
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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 Distribution. 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. 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.
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
13
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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: __________________________________
14
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TABLE OF CONTENTS
Page
_________________________________________________________________
INTRODUCTION.................................................3
THE PROPOSAL.................................................4
Background...............................................4
Considerations of the Board and Its Recommendation.......4
Plan of Liquidation and Dissolution......................5
Certain Federal Income Tax Consequences..................6
OTHER MATTERS................................................7
SECURITY OWNERSHIP BY CERTAIN OWNERS.........................7
ADDITIONAL INFORMATION.......................................7
Investment Adviser, Administrator and
Principal Underwriter..................................7
Auditors.................................................7
REPORT TO STOCKHOLDERS.......................................7
EXHIBIT A....................................................8
Alliance Global Environment Fund, Inc.
NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
March [__], 2000
15
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PROXY PROXY
ALLIANCE GLOBAL ENVIRONMENT FUND, INC.
PROXY FOR 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 hereby appoints each of Christina Santiago and
Maria Brison as proxies, each with the power to appoint her
substitute, and authorizes each of them to represent and to vote,
as designated on the reverse hereof, all the Common Stock of
Alliance Global Environment Fund, Inc. (the "Fund") held of
record by the undersigned on March 17, 2000 at the Special
Meeting of Stockholders of the Fund to be held at 11:00 a.m.,
Eastern Standard Time, on May 18, 2000 at the offices of the
Fund, 1345 Avenue of the Americas, 33rd Floor, New York, New
York, 10105, and at all postponements or adjournments thereof.
The undersigned hereby acknowledges receipt of the Notice of
Meeting and accompanying Proxy Statement and hereby instructs
said proxies to vote said shares as indicated hereon.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
Change of Address or Comments Mark Here
NOTE: Please sign this proxy exactly as your name appears 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
___________________________
Signature (if held jointly)
___________________________
Date
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE FUND. THE BOARD OF DIRECTORS RECOMMEND VOTING "FOR" THE
PROPOSAL.
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
1. Approval of the proposed For Against Abstain
Liquidation and Dissolution / / / / / /
of the Fund.
2. In their discretion, on all such For Against Abstain
other matters that may properly / / / / / /
come before the Meeting or
any adjournments thereof.
Mark box at right if comments or address change / /
have been noted on the reverse side of the card.
Please Sign, Date and Return Promptly in the Enclosed Envelope --
No Postage is Required.
2
00250070.BG0
