THE ALLIANCE FUND
ANNUAL REPORT
NOVEMBER 30, 1999
ALLIANCE CAPITAL
LETTER TO SHAREHOLDERS THE ALLIANCE FUND
_______________________________________________________________________________
January 21, 2000
Dear Shareholder:
We are pleased to provide the investment results and market activity for The
Alliance Fund (the "Fund") for the six- and twelve-month periods ended November
30, 1999. In the following table, the Fund's performance is compared with that
of the S&P MidCap 400 Index, which is a measure of mid-cap stock performance,
and the Russell 1000 Growth Stock Index, which tracks the performance of large,
growth-oriented companies.
INVESTMENT RESULTS
For the six-months ended November 30, 1999, the Fund outperformed the S&P
MidCap 400 Index, but underperformed the large-cap Russell 1000 Growth Index.
For the twelve-months ended November 30, 1999, the Fund outperformed both
benchmarks. Large-cap stocks continued to outperform mid- and small-stocks
throughout 1999 especially in the second half of the year, explaining the
Fund's six-month underperformance versus the Russell 1000 Growth Index. Our
good performance over the twelve months and for the most recent six months
compared to that of the S&P MidCap 400 Index is the result of strong gains in
our telecommunications holdings and gains from energy-related stocks.
INVESTMENT RESULTS*
Periods Ended November 30, 1999
TOTAL RETURNS
6 MONTHS 12 MONTHS
-------- ---------
THE ALLIANCE FUND
Class A 8.32% 35.37%
Class B 7.85% 34.24%
Class C 7.86% 34.31%
S&P MIDCAP 400 INDEX 6.74% 21.37%
RUSSELL 1000 GROWTH STOCK INDEX 16.85% 31.49%
* THE FUND'S INVESTMENT RESULTS ARE TOTAL RETURNS FOR THE PERIODS AND ARE
BASED ON THE NET ASSET VALUE OF EACH CLASS OF SHARES. ALL FEES AND EXPENSES
RELATED TO THE OPERATION OF THE FUND HAVE BEEN DEDUCTED, BUT NO ADJUSTMENT HAS
BEEN MADE FOR SALES CHARGES THAT MAY APPLY WHEN SHARES ARE PURCHASED OR
REDEEMED. TOTAL RETURN FOR ADVISOR CLASS SHARES WILL DIFFER DUE TO DIFFERENT
EXPENSES ASSOCIATED WITH THAT CLASS. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE
RESULTS.
THE S&P MIDCAP 400 INDEX IS AN UNMANAGED INDEX OF 400 U.S. COMPANIES THAT
ARE CHOSEN FOR THEIR MARKET SIZE, LIQUIDITY AND INDUSTRY GROUP REPRESENTATION.
IT IS A MARKET-VALUE WEIGHTED INDEX REPRESENTING APPROXIMATELY 10% OF THE
AGGREGATE MARKET VALUE OF U.S. DOMESTIC COMPANIES. THE UNMANAGED RUSSELL 1000
GROWTH STOCK INDEX CONSISTS OF 1000 OF THE LARGEST STOCKS REPRESENTING
APPROXIMATELY 87% OF THE U.S. MARKET. AN INVESTOR CANNOT INVEST DIRECTLY IN AN
INDEX.
ADDITIONAL INVESTMENT RESULTS APPEAR ON PAGE 3.
REVIEW OF INVESTMENT STRATEGY
The Alliance Fund continues to focus on the mid-cap area of the market. The
Fund's portfolio has a weighted average market capitalization at approximately
$5 billion. At present, holdings in the portfolio generally range from $2
billion to $20 billion in market capitalization. Our approach is to seek to
identify the most rapidly growing companies in this segment of the marketplace,
and to buy and hold them at attractive valuation levels.
The Fund's largest overweighting is within the telecommunications sector. We
have a large holding in NTL Inc., a cable and telephony holding, with a major
focus in the United Kingdom. Also, Telephone and Data Systems Inc., a holding
company of various telephone assets, is another important holding in this
sector. And finally, Millicom International Cellular SA and Global Telesystems
Group Inc., have been excellent performers for the Fund.
Demographic trends play a role in the portfolio and have helped us to identify
the travel industry as an area in which to find investment opportunities. As
our population ages and increases its wealth, travel as a percentage of gross
domestic product is increasing. In addition, cruising continuously is gaining
shares within the travel industry and, therefore, the Fund's holding in Royal
Caribbean Cruises Ltd. is also gaining shares.
Another area of focus is the financial sector. CNA Financial Corp. a Chicago
based insurer; Legg Mason Inc. a regional broker and asset manager; and
Associates First Capital Corp. a financial services firm, are all undervalued
growth stocks that we believe have excellent fundamental prospects.
1
THE ALLIANCE FUND
_______________________________________________________________________________
Finally, we have maintained holdings in the health care and energy industries
where we see good growth and attractive valuations.
CURRENT OUTLOOK
Although mid-cap stocks and indices have continued to underperform larger-cap
names, your Fund has been able to perform well in 1999. Looking forward, we
continue to foresee market broadening and better performance from mid-cap
indices. This should be a positive environment for the Fund and, hopefully, our
stock selections will assist in providing positive results.
Thank you for your continued interest in The Alliance Fund. We look forward to
reporting to you on market activity and your Fund's investment results in the
coming months.
Sincerely,
John D. Carifa
Chairman and President
Alden Stewart
Executive Vice President
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, GUARANTEED OR ENDORSED
BY, ANY BANK; FURTHER, SUCH SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
SHARES OF THE FUND INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.
2
INVESTMENT OBJECTIVE AND POLICIES THE ALLIANCE FUND
_______________________________________________________________________________
The Alliance Fund is an open-end, diversified investment company that seeks
long-term growth of capital and income primarily through investments in common
stocks that Alliance believes will appreciate in value. The Fund may invest in
a variety of securities, including convertible bonds, U.S. government
securities, and other high-quality short-term instruments. The Fund has the
flexibility to invest without limit in foreign securities.
INVESTMENT RESULTS
_______________________________________________________________________________
NAV AND SEC AVERAGE ANNUAL TOTAL RETURNS AS OF NOVEMBER 30, 1999
CLASS A SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 35.37% 29.72%
Five Years 21.27% 20.24%
Ten Years 15.84% 15.33%
CLASS B SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 34.24% 30.24%
Five Years 20.23% 20.23%
Since Inception* 15.57% 15.57%
CLASS C SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 34.31% 33.31%
Five Years 20.19% 20.19%
Since Inception* 16.58% 16.58%
SEC AVERAGE ANNUAL TOTAL RETURNS AS OF THE MOST RECENT QUARTER-END (DECEMBER
31, 1999)
CLASS A CLASS B CLASS C
------------ ------------ ------------
1 Year 28.20% 28.63% 31.69%
5 Years 21.87% 21.91% 21.87%
10 Years 15.98%* 16.40%* 17.67%
The Fund's investment results represent Average Annual Total Returns. The NAV
and SEC returns reflect reinvestment of dividends and/or capital gains
distributions in additional shares without (NAV) and with (SEC) the effect of
the 4.25% maximum front-end sales charge for Class A or applicable contingent
deferred sales charge for Class B (4% year 1, 3% year 2, 2% year 3, 1% year 4);
and for Class C shares (1% year 1). Returns for Class A shares do not reflect
the imposition of the 1 year 1% contingent deferred sales charge for accounts
over $1,000,000. Total returns for Advisor Class shares will differ due to
different expenses associated with that class.
Past performance does not guarantee future results. Investment return and
principal value will fluctuate so that an investor's shares, when redeemed, may
be worth more or less than their original cost.
* Since Inception: 3/4/91 Class B; 5/3/93 Class C.
3
THE ALLIANCE FUND
_______________________________________________________________________________
THE ALLIANCE FUND
GROWTH OF A $10,000 INVESTMENT
11/30/89 TO 11/30/99
$56,000
$48,000
$40,000
$32,000
$24,000
$16,000
$10,000
$8,000
RUSSELL 1000 GROWTH INDEX: $56,005
S&P MIDCAP 400 INDEX: $48,295
THE ALLIANCE FUND CLASS A: $41,637
11/30/89 11/30/90 11/30/91 11/30/92 11/30/93 11/30/94 11/30/95
11/30/96 11/30/97 11/30/98 11/30/99
This chart illustrates the total value of an assumed $10,000 investment in The
Alliance Fund Class A shares (from 11/30/89 to 11/30/99) as compared to the
performance of appropriate broad-based indices. The chart reflects the
deduction of the maximum 4.25% sales charge from the initial $10,000 investment
in the Fund and assumes the reinvestment of dividends and capital gains.
Performance for Class B, Class C and Advisor Class shares will vary from the
results shown above due to differences in expenses charged to those classes.
Past performance is not indicative of future results, and is not representative
of future gain or loss in capital value or dividend income.
The unmanaged Standard &Poor's MidCap 400 Index is a market-value weighted
index which consists of 400 domestic stocks chosen for market size, liquidity
and industry group representation.
The unmanaged Russell 1000 Growth Index measures the performance of 1000 of the
largest U.S. companies by market capitalization. These large-cap stocks have a
greater-than-average growth orientation.
When comparing The Alliance Fund to the indices shown above, you should note
that no charges or expenses are reflected in the performance of the indices.
The Alliance Fund
Russell 1000 Growth Index
Standard &Poor's MidCap 400 Index
4
TEN LARGEST HOLDINGS
NOVEMBER 30, 1999 THE ALLIANCE FUND
_______________________________________________________________________________
PERCENT OF
COMPANY U.S. $ VALUE NET ASSETS
- -------------------------------------------------------------------------------
United States Cellular Corp. $ 89,750,625 7.1%
Global Telesystems Group, Inc. 72,619,487 5.7
Millicom International Cellular, SA 69,278,000 5.5
Telephone & Data Systems, Inc. 66,593,750 5.3
Royal Caribbean Cruises, Ltd. 64,187,500 5.1
NTL, Inc. 59,271,875 4.7
Continental Airlines, Inc. Cl.B 59,200,000 4.6
CNA Financial Corp. 54,600,000 4.3
Legg Mason, Inc. 54,540,625 4.3
Carninval Corp. Cl.A 40,815,625 3.2
$630,857,487 49.8%
MAJOR PORTFOLIO CHANGES
SIX MONTHS ENDED NOVEMBER 30, 1999
_______________________________________________________________________________
SHARES*
- -------------------------------------------------------------------------------
HOLDINGS
PURCHASES BOUGHT 11/30/99
- -------------------------------------------------------------------------------
Amdocs, Ltd. 525,000 525,000
Carnival Corp. Cl.A 261,500 925,000
Delta Airlines, Inc. 740,000 740,000
Health Management Associates, Inc. 1,210,300 2,210,300
Park Place Entertainment Corp. 1,650,000 1,650,000
PSINet, Inc. 250,000 250,000
Quintiles Transnational Corp. 810,000 810,000
RCN Corp. 430,000 430,000
TJX Cos., Inc. 600,000 600,000
Venator Group, Inc. 1,500,000 1,500,000
HOLDINGS
SALES SOLD 11/30/99
- -------------------------------------------------------------------------------
Autonational, Inc. 3,500,000 -0-
Extended Stay America, Inc. 1,500,000 -0-
First Data Corp. 600,000 -0-
MBNA Corp. 2,275,000 -0-
Nextel Communications, Inc. 500,000 -0-
Nielsen Media Research , Inc. 780,000 -0-
Northwest Airlines Corp. 1,242,900 -0-
Seagate Technology, Inc. 500,000 -0-
Starbucks Corp. 400,000 -0-
Winstar Communications, Inc. 300,000 -0-
* Adjusted for stock splits.
5
PORTFOLIO OF INVESTMENTS
NOVEMBER 30, 1999 THE ALLIANCE FUND
_______________________________________________________________________________
Company Shares Value
- -------------------------------------------------------------------------------
COMMON & PREFERRED STOCKS-100.8%
CONSUMER SERVICES-26.0%
AIRLINES-8.8%
Alaska Air Group, Inc. (a) 420,000 $ 15,960,000
Continental Airlines, Inc. Cl.B (a) 1,600,000 59,200,000
Delta Air Lines, Inc. 740,000 36,445,000
------------
111,605,000
BROADCASTING & CABLE-2.6%
RCN Corp. (a) 430,000 19,403,750
Rogers Communications, Inc. Cl.B (a) 500,000 11,437,500
UnitedGlobalCom, Inc. Cl.A (a) 23,700 2,469,244
------------
33,310,494
ENTERTAINMENT & LEISURE-8.7%
Carnival Corp. Cl.A 925,000 40,815,625
Metro-Goldwyn-Mayer, Inc. (a) 210,000 5,000,625
Premier Parks, Inc. (a) 25,000 625,000
Royal Caribbean Cruises, Ltd. 1,300,000 64,187,500
------------
110,628,750
RESTAURANTS & LODGING-1.7%
Park Place Entertainment Corp. (a) 1,650,000 21,243,750
RETAIL - GENERAL MERCHANDISE-4.2%
Bed Bath & Beyond, Inc. (a) 100,000 3,125,000
Industrie Natuzzi SpA
(ADR) (Italy) 450,000 7,003,125
TJX Cos., Inc. 600,000 15,712,500
Tommy Hilfiger Corp. (a) 660,000 16,252,500
Too, Inc. (a) 45,715 845,727
Venator Group, Inc. (a) 1,500,000 10,312,500
------------
53,251,352
------------
330,039,346
UTILITIES-25.9%
TELEPHONE UTILITY-24.9%
Adelphia Business Solutions, Inc. (a) 400,000 12,500,000
CenturyTel, Inc. 110,200 5,069,200
Global Telesystems Group, Inc. (a) 2,273,800 72,619,487
Millicom International Cellular, SA (a)
(Luxembourg) 1,474,000 69,278,000
Telephone & Data Systems, Inc. 500,000 66,593,750
United States Cellular Corp. (a) 755,000 89,750,625
------------
315,811,062
MISCELLANEOUS-1.0%
Viatel, Inc. (a) 292,400 12,280,800
------------
328,091,862
FINANCE-14.1%
BROKERAGE & MONEY MANAGEMENT-5.7%
Edwards (A.G.), Inc. 600,000 17,850,000
Legg Mason, Inc. 1,550,000 54,540,625
------------
72,390,625
INSURANCE-6.4%
Ace, Ltd. 500,000 8,500,000
CNA Financial Corp. (a) 1,400,000 54,600,000
PMI Group, Inc. 375,000 18,726,562
------------
81,826,562
REAL ESTATE-0.8%
Prime Retail, Inc. 1,600,000 10,200,000
6
THE ALLIANCE FUND
_______________________________________________________________________________
Company Shares Value
- -------------------------------------------------------------------------------
MISCELLANEOUS-1.2%
Associates First Capital Corp. Cl.A 225,000 $ 7,481,250
The CIT Group, Inc. Cl.A 368,170 7,639,528
------------
15,120,778
------------
179,537,965
TECHNOLOGY-9.8%
COMMUNICATION EQUIPMENT-7.6%
Amdocs, Ltd. (a) 525,000 18,473,438
Amdocs, Ltd. 6.75% cv. preferred stock 100,000 3,331,250
NTL, Inc. (a) 650,000 59,271,875
Tele Celular Sul Participacoes, SA
(ADR) (Brazil) 25,000 500,000
Tele Centro Oeste Celular Participacoes, SA
(ADR) (Brazil) 50,000 200,000
Tele Nordeste Celular Participacoes, SA
(ADR) (Brazil) 25,000 650,000
Tele Sudeste Celular Participacoes, SA
(ADR) (Brazil) 300,000 6,168,750
Telemig Celular Participacoes, SA
(ADR) (Brazil) 80,000 2,650,000
Telesp Celular Participacoes, SA
(ADR) (Brazil) 150,000 4,303,125
Telewest Communications Plc (Rights)
(United Kingdom) (a) 146,000 133,444
------------
95,681,882
COMPUTER SERVICES-0.3%
DBT Online, Inc. (a) 193,900 3,732,575
COMPUTER SOFTWARE-0.3%
Informix Corp. (a) 400,000 4,400,000
NETWORKING SOFTWARE-1.1%
PSINet, Inc. (a) 250,000 12,500,000
VeriSign, Inc. (a) 10,000 1,858,125
------------
14,358,125
SEMI-CONDUCTOR COMPONENTS-0.5%
Kyocera Corp. (ADR) (Japan) 50,000 5,962,500
------------
124,135,082
ENERGY-8.3%
DOMESTIC INTEGRATED-1.9%
Kerr-McGee Corp. 420,000 24,045,000
DOMESTIC PRODUCERS-0.6%
Murphy Oil Corp. 130,000 7,345,000
OIL SERVICE-4.6%
Noble Drilling Corp. (a) 1,338,000 37,296,750
Santa Fe International Corp. 920,000 20,987,500
------------
58,284,250
MISCELLANEOUS-1.2%
AES Corp. (a) 60,000 3,476,250
Stolt Comex Seaway, SA 130,000 1,527,500
(ADR) (Norway) (a) 852,700 10,232,400
------------
15,236,150
------------
104,910,400
HEALTH CARE-7.5%
BIOTECHNOLOGY-1.4%
Human Genome Sciences, Inc. (a) 160,000 17,920,000
7
PORTFOLIO OF INVESTMENTS (CONTINUED) THE ALLIANCE FUND
_______________________________________________________________________________
Shares or
Principal
Amount
Company (000) Value
- -------------------------------------------------------------------------------
MEDICAL SERVICES-6.1%
Columbia HCA/Healthcare Corp. 200,000 $ 5,450,000
Health Management Associates, Inc. (a) 2,210,300 27,214,319
Healthsouth Corp. (a) 2,750,000 15,640,625
Quintiles Transnational Corp. (a) 810,000 17,870,625
Tenet Healthcare Corp. (a) 517,000 11,535,562
------------
77,711,131
------------
95,631,131
CONSUMER MANUFACTURING-3.8%
AUTO & RELATED-1.8%
Budget Group, Inc. (a) 1,000,000 7,812,500
Dollar Thrifty Automotive
Group, Inc. (a) 726,700 14,352,325
Monaco Coach Corp. (a) 10,000 215,000
------------
22,379,825
BUILDING & RELATED-0.4%
Masco Corp. 220,000 5,555,000
TEXTILE PRODUCTS-1.6%
Unifi, Inc. 1,500,000 19,875,000
------------
47,809,825
MULTI-INDUSTRY COMPANIES-2.3%
Korn/Ferry International (a) 672,000 15,204,000
U.S. Industries, Inc. 1,000,000 13,875,000
------------
29,079,000
CONSUMER STAPLES-1.3%
BEVERAGES-0.1%
Pepsi Bottling Group, Inc. 59,600 1,043,000
HOUSEHOLD PRODUCTS-1.2%
Viad Corp. 609,400 16,034,838
------------
17,077,838
CAPITAL GOODS-1.0%
MISCELLANEOUS-1.0%
Mohawk Industries, Inc. (a) 493,100 12,296,681
BASIC INDUSTRY-0.8%
CHEMICALS-0.8%
Lyondell Chemical Co. 730,000 10,220,000
Total Common & Preferred Stocks
(cost $988,345,610) 1,278,829,130
CONVERTIBLE BOND-0.5%
COMMUNICATION EQUIPMENT-0.5%
NTL, Inc. 7.00%, 12/15/08
(cost $5,373,390) $ 3,100 6,242,625
TOTAL INVESTMENTS-101.3%
(cost $993,719,000) 1,285,071,755
Other assets less liabilities-(1.3%) (17,051,749)
NET ASSETS-100% $ 1,268,020,006
(a) Non-income producing security.
Glossary:
ADR - American Depositary Receipt.
See notes to financial statements.
8
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1999 THE ALLIANCE FUND
_______________________________________________________________________________
ASSETS
Investments in securities, at value (cost $993,719,000) $1,285,071,755
Receivable for investment securities sold 16,838,457
Receivable for capital stock sold 4,160,042
Dividends and interest receivable 580,398
Total assets 1,306,650,652
LIABILITIES
Due to custodian 8,805,383
Payable for capital stock redeemed 20,843,815
Payable for investment securities purchased 6,644,143
Unclaimed dividends 1,005,679
Management fee payable 693,161
Distribution fee payable 305,387
Accrued expenses 333,078
Total liabilities 38,630,646
NET ASSETS $1,268,020,006
COMPOSITION OF NET ASSETS
Capital stock, at par $ 1,696,724
Additional paid-in capital 868,663,110
Accumulated net realized gain on investments and foreign
currency transactions 106,307,417
Net unrealized appreciation of investments 291,352,755
$1,268,020,006
CALCULATION OF MAXIMUM OFFERING PRICE
Class A Shares
Net asset value and redemption price per share
($1,128,165,917 / 149,448,193 shares of capital stock
issued and outstanding) $7.55
Sales charge--4.25% of public offering price .34
Maximum offering price $7.89
Class B Shares
Net asset value and offering price per share
($101,858,321 / 14,825,338 shares of capital stock
issued and outstanding) $6.87
Class C Shares
Net asset value and offering price per share
($28,025,406 / 4,083,202 shares of capital stock
issued and outstanding) $6.86
Advisor Class Shares
Net asset value, redemption and offering price per share
($9,970,362 / 1,315,668 shares of capital stock
issued and outstanding) $7.58
See notes to financial statements.
9
STATEMENT OF OPERATIONS
YEAR ENDED NOVEMBER 30, 1999 THE ALLIANCE FUND
_______________________________________________________________________________
INVESTMENT INCOME
Dividends (net of foreign taxes withheld
of $50,763) $7,132,111
Interest 443,694 $ 7,575,805
EXPENSES
Management fee 7,897,015
Distribution fee - Class A 2,166,429
Distribution fee - Class B 915,900
Distribution fee - Class C 285,771
Transfer agency 1,186,095
Custodian 208,401
Printing 170,384
Administrative 131,000
Taxes 96,000
Registration 95,664
Audit and legal 81,980
Directors' fees 19,000
Miscellaneous 12,612
Total expenses 13,266,251
Net investment loss (5,690,446)
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on investment transactions 115,341,533
Net realized loss on foreign currency
transactions (12,239)
Net change in unrealized appreciation of:
Investments 239,978,087
Foreign currency denominated assets
and liabilities (49)
Net gain on investments and foreign
currency transactions 355,307,332
NET INCREASE IN NET ASSETS FROM OPERATIONS $349,616,886
See notes to financial statements.
10
STATEMENT OF CHANGES IN NET ASSETS THE ALLIANCE FUND
_______________________________________________________________________________
YEAR ENDED YEAR ENDED
NOVEMBER 30, NOVEMBER 30,
1999 1998
-------------- --------------
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS
Net investment loss $ (5,690,446) $ (5,345,928)
Net realized gain on investments and
foreign currency transactions 115,329,294 83,635,019
Net change in unrealized appreciation
of investments and foreign currency
denominated assets and liabilities 239,978,038 (180,389,548)
Net increase (decrease) in net assets
from operations 349,616,886 (102,100,457)
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net realized gain on investments
Class A (60,710,238) (297,697,708)
Class B (5,904,101) (19,042,143)
Class C (1,431,253) (5,056,456)
Advisor Class (728,071) (2,587,444)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease) (83,996,950) 196,615,939
Total increase (decrease) 196,846,273 (229,868,269)
NET ASSETS
Beginning of year 1,071,173,733 1,301,042,002
End of year $1,268,020,006 $1,071,173,733
See notes to financial statements.
11
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999 THE ALLIANCE FUND
_______________________________________________________________________________
NOTE A: SIGNIFICANT ACCOUNTING POLICIES
The Alliance Fund, Inc. (the "Fund") is registered under the Investment Company
Act of 1940 as a diversified, open-end management investment company. The Fund
offers Class A, Class B, Class C and Advisor Class shares. Class A shares are
sold with a front-end sales charge of up to 4.25% for purchases not exceeding
$1,000,000. With respect to purchases of $1,000,000 or more, Class A shares
redeemed within one year of purchase may be subject to a contingent deferred
sales charge of 1%. Class B shares are currently sold with a contingent
deferred sales charge which declines from 4% to zero depending on the period of
time the shares are held. Class B shares will automatically convert to Class A
shares eight years after the end of the calendar month of purchase. Class
Cshares are subject to a contingent deferred sales charge of 1% on redemptions
made within the first year after purchase. Advisor Class shares are sold
without an initial or contingent deferred sales charge and are not subject to
ongoing distribution expenses. Advisor Class shares are offered to investors
participating in fee-based programs and to certain retirement plan accounts.
All four classes of shares have identical voting, dividend, liquidation and
other rights, except that each class bears different distribution expenses and
has exclusive voting rights with respect to its distribution plan. The
financial statements have been prepared in conformity with generally accepted
accounting principles which require management to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities in the
financial statements and amounts of income and expenses during the reporting
period. Actual results could differ from those estimates. The following is a
summary of significant accounting policies followed by the Fund.
1. SECURITY VALUATION
Portfolio securities traded on a national securities exchange or on a foreign
securities exchange (other than foreign securities exchanges whose operations
are similar to those of the United States over-the-counter market) are
generally valued at the last reported sales price or if no sale occurred, at
the mean of the closing bid and asked prices on that day. Readily marketable
securities traded in the over-the-counter market, securities listed on a
foreign securities exchange whose operations are similar to the U.S.
over-the-counter market, and securities listed on a national securities
exchange whose primary market is believed to be over-the-counter, are valued at
the mean of the current bid and asked price. U.S. government and fixed income
securities which mature in 60 days or less are valued at amortized cost, unless
this method does not represent fair value. Securities for which current market
quotations are not readily available are valued at their fair value as
determined in good faith by, or in accordance with procedures adopted by, the
Board of Directors. Fixed income securities may be valued on the basis of
prices obtained from a pricing service when such prices are believed to reflect
the fair market value of such securities.
2. CURRENCY TRANSLATION
Assets and liabilities denominated in foreign currencies and commitments under
forward exchange currency contracts are translated into U.S. dollars at the
mean of the quoted bid and asked prices of such currencies against the U.S.
dollar. Purchases and sales of portfolio securities are translated into U.S.
dollars at the rates of exchange prevailing when such securities were acquired
or sold. Income and expenses are translated into U.S. dollars at rates of
exchange prevailing when accrued.
Net realized foreign currency gains and losses represent foreign exchange gains
and losses from sales and maturities of debt securities and foreign exchange
currency contracts, currency gains and losses realized between the trade and
settlement dates on security transactions and the difference between the
amounts of dividends and interest recorded on the Fund's books and the U.S.
dollar equivalent amounts actually received or paid. The Fund does not isolate
the effect of fluctuations in foreign currency exchange rates when determining
the gain or loss upon the sale of equity securities. Net currency gains and
losses from valuing foreign currency denominated assets and liabilities at
period end exchange rates are reflected as a component of net unrealized
appreciation of investments and foreign currency denominated assets and
liabilities.
3. TAXES
It is the Fund's policy to meet the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute all of its
investment
12
THE ALLIANCE FUND
_______________________________________________________________________________
company taxable income and net realized gains, if any, to shareholders.
Therefore, no provisions for federal income or excise taxes are required.
4. INVESTMENT INCOME AND INVESTMENT TRANSACTIONS
Dividend income is recorded on the ex-dividend date. Interest income is accrued
daily. Investment transactions are accounted for on the date securities are
purchased or sold. The Fund accretes discounts as adjustments to interest
income. Investment gains and losses are determined on the identified cost basis.
5. INCOME AND EXPENSES
All income earned and expenses incurred by the Fund are borne on a pro-rata
basis by each outstanding class of shares, based on the proportionate interest
in the Fund represented by the net assets of such class, except that the Fund's
Class B and Class C shares bear higher distribution and transfer agent fees
than Class A shares and the Advisor Class shares have no distribution fees.
6. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded on the ex-dividend
date.
Income dividends and capital gains distributions are determined in accordance
with federal tax regulations and may differ from those determined in accordance
with generally accepted accounting principles. To the extent these differences
are permanent, such amounts are reclassified within the capital accounts based
on their federal tax basis treatment; temporary differences, do not require
such reclassification.
During the current fiscal year, permanent differences, primarily due to a net
operating loss and foreign currency losses, resulted in a net decrease in
accumulated net investment loss and a corresponding decrease in accumulated net
realized gain on investments and foreign currency transactions. This
reclassification had no effect on net assets.
NOTE B: MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Under the terms of the management agreement, the Fund pays Alliance Capital
Management L.P. (the "Manager"), a fee at an annual rate of .75% on the first
$500 million of average daily net assets, .65% on the next $500 million of
average daily net assets and .55% on average daily net assets in excess of $1
billion. The fee is accrued daily and paid monthly.
Pursuant to the management agreement, the Fund paid $131,000 to the Manager
representing the cost of certain legal and accounting services provided to the
Fund by the Manager for the year ended November 30, 1999.
The Fund compensates Alliance Fund Services, Inc., a wholly-owned subsidiary of
the Manager, under a Transfer Agency Agreement for providing personnel and
facilities to perform transfer agency services for the Fund. Such compensation
amounted to $944,297 for the year ended November 30, 1999.
For the year ended November 30, 1999, the Fund's expenses were reduced by
$89,151 under an expense offset arrangement with Alliance Fund Services, Inc.
Alliance Fund Distributors, Inc., (the "Distributor"), a wholly-owned
subsidiary of the Manager, serves as the Distributor of the Fund's shares. The
Distributor has advised the Fund that it has received front-end sales charges
of $71,290 from the sale of Class A shares and $1,682, $192,272 and $20,778 in
contingent deferred sales charges imposed upon redemptions by shareholders of
Class A, Class B and Class C shares, respectively, for the year ended November
30, 1999.
Brokerage commissions paid on investment transactions for the year ended
November 30, 1999 amounted to $3,834,327, none of which was paid to brokers
utilizing the services of the Pershing Division of Donaldson, Lufkin & Jenrette
Securities Corp. ("DLJ"), an affiliate of the adviser, nor to DLJ directly.
NOTE C: DISTRIBUTION SERVICES AGREEMENT
The Fund has adopted a Distribution Services Agreement (the "Agreement")
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the
Agreement, the Fund pays distribution and servicing fees to the Distributor at
an annual rate of up to .30% of the Fund's average daily net assets
attributable to Class A shares and 1% of the average daily net assets
attributable to both
13
NOTES TO FINANCIAL STATEMENTS (CONTINUED) THE ALLIANCE FUND
_______________________________________________________________________________
Class B and Class C shares. There are no distribution and servicing fees the
Advisor Class shares. The fees are accrued daily and paid monthly. The
Agreement provides that the Distributor will use such payments in their
entirety for distribution assistance and promotional activities. The
Distributor has advised the Fund that it has incurred expenses in excess of the
distribution costs reimbursed by the Fund in the amount of $6,335,670 and
$1,511,323, for Class B and Class C shares, respectively; such costs may be
recovered from the Fund in future periods so long as the Agreement is in
effect. In accordance with the Agreement, there is no provision for recovery of
unreimbursed distribution costs incurred by the Distributor beyond the current
fiscal year for Class A shares. The Agreement also provides that the Manager
may use its own resources to finance the distribution of the Fund's shares.
NOTE D: INVESTMENT TRANSACTIONS
Purchases and sales of investment securities (excluding short-term investments
and U.S. government securities) aggregated $1,123,427,917 and $1,235,358,404,
respectively, for the year ended November 30, 1999. There were no purchases or
sales of U.S. government or government agency obligations for the year ended
November 30, 1999. At November 30, 1999, the cost of investments for federal
income tax purposes was substantially the same as the cost for financial
reporting purposes. Gross unrealized appreciation of investments was
$330,033,636 and gross unrealized depreciation of investments was $38,680,881,
resulting in net unrealized appreciation of $291,352,755.
NOTE E: CAPITAL STOCK
There are 12,000,000,000 shares of $0.01 par value capital stock authorized,
divided into four classes, designated Class A, Class B, Class C and Advisor
Class shares. Each class consists of 3,000,000,000 authorized shares.
Transactions in capital stock were as follows:
SHARES AMOUNT
--------------------------- ------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
NOVEMBER 30, NOVEMBER 30, NOVEMBER 30, NOVEMBER 30,
1999 1998 1999 1998
------------ ------------ -------------- --------------
CLASS A
Shares sold 78,847,137 19,105,150 $535,441,819 $127,532,913
Shares issued
in reinvestment
of distributions 8,843,508 36,393,823 48,374,343 236,559,827
Shares converted
from Class B 432,073 195,410 2,915,800 1,290,096
Shares redeemed (98,265,614) (34,273,913) (661,975,638) (226,164,435)
Net increase
(decrease) (10,142,896) 21,420,470 $(75,243,676) $139,218,401
CLASS B
Shares sold 4,895,002 8,241,290 $ 29,907,592 $ 52,183,984
Shares issued
in reinvestment
of distributions 1,096,542 2,936,987 5,504,704 17,768,641
Shares converted
to Class A (473,310) (210,591) (2,915,800) (1,290,096)
Shares redeemed (6,192,029) (4,012,134) (36,644,330) (23,782,439)
Net increase
(decrease) (673,795) 6,955,552 $ (4,147,834) $ 44,880,090
14
THE ALLIANCE FUND
_______________________________________________________________________________
SHARES AMOUNT
--------------------------- ------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
NOVEMBER 30, NOVEMBER 30, NOVEMBER 30, NOVEMBER 30,
1999 1998 1999 1998
------------ ------------ -------------- --------------
CLASS C
Shares sold 63,782,370 40,005,443 $386,287,376 $228,800,301
Shares issued
in reinvestment
of distributions 276,384 783,141 1,384,760 4,745,791
Shares redeemed (63,833,017) (39,217,160) (388,642,258) (225,320,097)
Net increase
(decrease) 225,737 1,571,424 $ (970,122) $ 8,225,995
ADVISOR CLASS
Shares sold 357,391 1,262,591 $ 2,395,697 $ 8,223,010
Shares issued
in reinvestment
of distributions 131,889 394,506 722,752 2,560,344
Shares redeemed (1,063,852) (948,689) (6,753,767) (6,491,901)
Net increase
(decrease) (574,572) 708,408 $ (3,635,318) $ 4,291,453
15
FINANCIAL HIGHLIGHTS THE ALLIANCE FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH YEAR
<TABLE>
<CAPTION>
CLASS A
-----------------------------------------------------------------
Year Ended November 30,
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $5.97 $8.70 $7.71 $7.72 $6.63
INCOME FROM INVESTMENT
OPERATIONS
Net investment income (loss) (.03)(a) (.02)(a) (.02)(a) .02 .02(a)
Net realized and unrealized
gain (loss) on investments
and foreign currency
transactions 2.00 (.54) 2.09 1.06 2.08
Net increase (decrease) in
net asset value from
operations 1.97 (.56) 2.07 1.08 2.10
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income -0- -0- (.02) (.02) (.01)
Distributions from net realized gains (.39) (2.17) (1.06) (1.07) (1.00)
Total dividends and distributions (.39) (2.17) (1.08) (1.09) (1.01)
Net asset value, end of year $7.55 $5.97 $8.70 $7.71 $7.72
TOTAL RETURN
Total investment return based on
net asset value (b) 35.37% (8.48)% 31.82% 16.49% 37.87%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $1,128,166 $953,181 $1,201,435 $999,067 $945,309
Ratio of expenses to average net assets 1.06% 1.03% 1.03% 1.04% 1.08%
Ratio of net investment income
(loss) to average net
assets (.41)% (.36)% (.29)% .30% .31%
Portfolio turnover rate 97% 106% 158% 80% 81%
</TABLE>
See footnote summary on page 19.
16
THE ALLIANCE FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH YEAR
<TABLE>
<CAPTION>
CLASS B
-----------------------------------------------------------------
YEAR ENDED NOVEMBER 30,
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $5.51 $8.25 $7.40 $7.49 $6.50
INCOME FROM INVESTMENT
OPERATIONS
Net investment loss (.07)(a) (.07)(a) (.08)(a) (.01) (.03)(a)
Net realized and unrealized
gain (loss) on investments
and foreign currency transactions 1.82 (.50) 1.99 .99 2.02
Net increase (decrease) in net
asset value from operations 1.75 (.57) 1.91 .98 1.99
LESS: DISTRIBUTIONS
Distributions from net realized gains (.39) (2.17) (1.06) (1.07) (1.00)
Net asset value, end of year $6.87 $5.51 $8.25 $7.40 $7.49
TOTAL RETURN
Total investment return based on
net asset value (b) 34.24% (9.27)% 30.74% 15.47% 36.61%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $101,858 $85,456 $70,461 $44,450 $31,738
Ratio of expenses to average
net assets 1.89% 1.84% 1.85% 1.87% 1.90%
Ratio of net investment loss to
average net assets (1.23)% (1.17)% (1.12)% (.53)% (.53)%
Portfolio turnover rate 97% 106% 158% 80% 81%
</TABLE>
See footnote summary on page 19.
17
FINANCIAL HIGHLIGHTS (CONTINUED) THE ALLIANCE FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH YEAR
<TABLE>
<CAPTION>
CLASS C
-----------------------------------------------------------------
YEAR ENDED NOVEMBER 30,
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $5.50 $8.26 $7.41 $7.50 $6.50
INCOME FROM INVESTMENT OPERATIONS
Net investment loss (.08)(a) (.07)(a) (.08)(a) (.02) (.03)(a)
Net realized and unrealized gain
(loss) on investments
and foreign currency
transactions 1.83 (.52) 1.99 1.00 2.03
Net increase (decrease) in net
asset value from operations 1.75 (.59) 1.91 .98 2.00
LESS: DISTRIBUTIONS
Distributions from net realized gains (.39) (2.17) (1.06) (1.07) (1.00)
Net asset value, end of year $6.86 $5.50 $8.26 $7.41 $7.50
TOTAL RETURN
Total investment return based on
net asset value (b) 34.31% (9.58)% 30.72% 15.48% 36.79%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $28,025 $21,231 $18,871 $13,899 $10,078
Ratio of expenses to average net assets 1.86% 1.84% 1.83% 1.86% 1.89%
Ratio of net investment loss to
average net assets (1.22)% (1.18)% (1.10)% (.51)% (.51)%
Portfolio turnover rate 97% 106% 158% 80% 81%
</TABLE>
See footnote summary on page 19.
18
THE ALLIANCE FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
ADVISOR CLASS
----------------------------------------------------
OCTOBER 2,
1996(C)
YEAR ENDED NOVEMBER 30, TO
------------------------------------- NOVEMBER 30,
1999 1998 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $5.98 $8.69 $7.71 $6.99
INCOME FROM INVESTMENT OPERATIONS
Net investment loss (.01)(a) (.01)(a) (.02)(a) -0-
Net realized and unrealized
gain (loss) on investments
and foreign currency transactions 2.00 (.53) 2.10 .72
Net increase (decrease) in net
asset value from operations 1.99 (.54) 2.08 .72
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income -0- -0- (.04) -0-
Distributions from net realized gains (.39) (2.17) (1.06) -0-
Total dividends and distributions (.39) (2.17) (1.10) -0-
Net asset value, end of period $7.58 $5.98 $8.69 $7.71
TOTAL RETURN
Total investment return based on
net asset value (b) 35.66% (8.19)% 32.00% 10.30%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $9,970 $11,305 $10,275 $1,083
Ratio of expenses to average
net assets .85% .83% .83% .89%(d)
Ratio of net investment income
(loss) to average net assets (.20)% (.16)% (.21)% .38%(d)
Portfolio turnover rate 97% 106% 158% 80%
</TABLE>
(a) Based on average shares outstanding.
(b) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period. Initial sales charges or contingent
deferred sales charges are not reflected in the calculation of total investment
return. Total investment return calculated for a period of less than one year
is not annualized.
(c) Commencement of distribution.
(d) Annualized.
19
REPORT OF INDEPENDENT ACCOUNTANTS THE ALLIANCE FUND
_______________________________________________________________________________
To the Board of Directors and Shareholders of The Alliance Fund, Inc.
In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of The Alliance Fund, Inc. (the
"Fund") at November 30, 1999, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended and the financial highlights for each of the periods indicated, in
conformity with generally accepted accounting principles. These financial
statements and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits, which included confirmation of
securities at November 30, 1999 by correspondence with the custodian and
brokers, provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
New York, New York
January 24, 2000
TAX INFORMATION (UNAUDITED)
_______________________________________________________________________________
In order to meet certain requirements of the Internal Revenue Code we are
advising you that the Fund paid $68,773,663 of capital gain distributions
during the fiscal year ended November 30, 1999, which are subject to a maximum
tax rate of 20%.
Shareholders should not use the above information to prepare their tax returns.
The information necessary to complete your income tax returns will be included
with your Form 1099 DIV which will be sent to you separately in January 2000.
20
THE ALLIANCE FUND
_______________________________________________________________________________
BOARD OF DIRECTORS
JOHN D. CARIFA, CHAIRMAN AND PRESIDENT
RUTH BLOCK (1)
DAVID H. DIEVLER (1)
JOHN H. DOBKIN (1)
WILLIAM H. FOULK, JR. (1)
DR. JAMES M. HESTER (1)
CLIFFORD L. MICHEL (1)
DONALD J. ROBINSON (1)
OFFICERS
ALDEN M. STEWART, EXECUTIVE VICE PRESIDENT
KATHLEEN A. CORBET, SENIOR VICE PRESIDENT
THOMAS J. BARDONG, VICE PRESIDENT
RANDALL E. HAASE, VICE PRESIDENT
EDMUND P. BERGAN, JR., SECRETARY
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER
VINCENT S. NOTO, CONTROLLER
CUSTODIAN
STATE STREET BANK & TRUST COMPANY
225 Franklin Street
Boston, MA 02110
PRINCIPAL UNDERWRITER
ALLIANCE FUND DISTRIBUTORS, INC.
1345 Avenue of the Americas
New York, NY 10105
TRANSFER AGENT
ALLIANCE FUND SERVICES, INC.
P.O. Box 1520
Secaucus, NJ 07096-1520
Toll-Free 1-(800) 221-5672
INDEPENDENT ACCOUNTANTS
PRICEWATERHOUSECOOPERS LLP
1177 Avenue of the Americas
New York, NY 10036
LEGAL COUNSEL
SEWARD & KISSEL LLP
One Battery Park Plaza
New York, NY 10004
(1) Member of the Audit Committee.
21
THE ALLIANCE FAMILY OF MUTUAL FUNDS
_______________________________________________________________________________
FIXED INCOME
Alliance Bond Fund
U.S. Government Portfolio
Corporate Bond Portfolio
Quality Bond Portfolio
Alliance Global Dollar Government Fund
Alliance Global Strategic Income Trust
Alliance High Yield Fund
Alliance Limited Maturity Government Fund
Alliance Mortgage Securities Income Fund
Alliance Multi-Market Strategy Trust
Alliance North American Government Income Trust
Alliance Short-Term U.S. Government Fund
TAX-FREE INCOME
Alliance Municipal Income Fund
California Portfolio
Insured California Portfolio
Insured National Portfolio
National Portfolio
New York Portfolio
Alliance Municipal Income Fund II
Arizona Portfolio
Florida Portfolio
Massachusetts Portfolio
Michigan Portfolio
Minnesota Portfolio
New Jersey Portfolio
Ohio Portfolio
Pennsylvania Portfolio
Virginia Portfolio
MONEY MARKET
AFD Exchange Reserves
GROWTH
The Alliance Fund
Alliance Global Environment Fund
Alliance Growth Fund
Alliance Premier Growth Fund
Select Investors Series - Premier Portfolio
GROWTH & INCOME
Alliance Balanced Shares
Alliance Conservative Investors Fund
Alliance Growth & Income Fund
Alliance Growth Investors Fund
Alliance Real Estate Investment Fund
Alliance Utility Income Fund
AGGRESSIVE GROWTH
Alliance Global Small Cap Fund
Alliance Health Care Fund
Alliance Quasar Fund
Alliance Technology Fund
INTERNATIONAL
Alliance All-Asia Investment Fund
Alliance Greater China '97 Fund
Alliance International Fund
Alliance International Premier Growth Fund
Alliance New Europe Fund
Alliance Worldwide Privatization Fund
INSTITUTIONAL
Premier Growth
Quasar
Real Estate Investment
CLOSED-END FUNDS
Alliance All-Market Advantage Fund
ACM Government Income Fund
ACM Government Opportunity Fund
ACM Government Securities Fund
ACM Government Spectrum Fund
ACM Managed Dollar Income Fund
ACM Managed Income Fund
ACM Municipal Securities Income Fund
Alliance World Dollar Government Fund
Alliance World Dollar Government Fund II
The Austria Fund
The Korean Investment Fund
The Spain Fund
The Southern Africa Fund
CASH MANAGEMENT SERVICES
Alliance Capital Reserves
Alliance Government Reserves
Alliance Institutional Reserves
Prime Portfolio
Government Portfolio
Tax-Free Portfolio
Treasury Portfolio
Trust Portfolio
Alliance Insured Account
Alliance Money Reserves
Alliance Municipal Trust
California Portfolio
Connecticut Portfolio
Florida Portfolio
General Portfolio
Massachusetts Portfolio
New Jersey Portfolio
New York Portfolio
Virginia Portfolio
Alliance Treasury Reserves
Alliance Money Market Fund
Prime Portfolio
General Municipal Portfolio
Government Portfolio
22
THE ALLIANCE FUND
1345 Avenue of the Americas
New York, NY 10105
(800) 221-5672
ALLIANCE CAPITAL
THIS REPORT IS INTENDED SOLELY FOR DISTRIBUTION TO CURRENT SHSAREHOLDERS
OF THE FUND.
R THESE REGISTERED SERVICE MSARKS USED UNDER LICENSE FROM THE OWNER,
ALLIANCE CAPITAL MANAGEMENT L.P.
ALLAR1199
