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This is filed pursuant to Rule 497(e).
File Nos. 2-70428 and 811-03130.
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(LOGO)
ALLIANCE INTERNATIONAL FUND
_______________________________________________________________
c/o Alliance Fund Services, Inc.
P.O. Box 1520, Secaucus, New Jersey 07096-1520
Toll Free (800) 221-5672
For Literature: Toll Free (800) 227-4618
_______________________________________________________________
STATEMENT OF ADDITIONAL INFORMATION
November 1, 1999
_______________________________________________________________
This Statement of Additional Information is not a
prospectus but supplements and should be read in conjunction with
the current Prospectus for the Alliance International Fund (the
"Fund") that offers the Class A, Class B and Class C shares of
the Fund and the current Prospectus for the Fund that offers the
Advisor Class shares of the Fund (the "Advisor Class Prospectus"
and, together with the Prospectus for the Fund that offers the
Class A, Class B and Class C shares of the Fund, the
"Prospectus"). Copies of such Prospectus may be obtained by
contacting Alliance Fund Services, Inc. at the address or the
"For Literature" telephone number shown above.
Table Of Contents
Page
Description of the Fund...............................
Management of the Fund................................
Expenses of the Fund..................................
Purchase of Shares....................................
Redemption and Repurchase of Shares...................
Shareholder Services..................................
Net Asset Value.......................................
Dividends, Distributions and Taxes....................
Portfolio Transactions................................
General Information...................................
Financial Statements and Report of Independent
Auditors ...........................................
Appendix A: Futures Contracts and Options on
Futures Contracts and Foreign Currencies............ A-1
Appendix B: Additional Information About Japan........ B-1
Appendix C: Certain Employee Benefit Plans ........... C-1
_____________________
(R): This registered service mark used under license from the
owner, Alliance Capital Management L.P.
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_______________________________________________________________
DESCRIPTION OF THE FUND
_______________________________________________________________
Investment Objective And Policies
Alliance International Fund (the "Fund") is a
diversified, open-end investment company. The fundamental
investment objective of the Fund is to seek to obtain a total
return on its assets from long-term growth of capital and from
income principally through a broad portfolio of marketable
securities of established non-United States companies (e.g.,
incorporated outside the United States), companies participating
in foreign economies with prospects for growth, and foreign
government securities. The management of the Fund considers it
consistent with this objective to acquire securities of companies
incorporated in the United States and having their principal
activities and interests outside of the United States. The Fund
intends to be invested primarily in such issuers and under normal
circumstances more than 80% of its assets will be so invested.
The foregoing investment objective is a fundamental policy of the
Fund and cannot be changed without shareholder approval.
In seeking its objective, the Fund expects to invest its
assets primarily in common stocks of established non-United
States companies which in the opinion of Alliance Capital
Management L.P. (the "Adviser") have potential for growth of
capital or income or both. However, there is no requirement that
the Fund invest exclusively in common stocks or other equity
securities, and, if deemed advisable, the Fund may invest in any
other type of investment grade security including, but not
limited to, convertible securities, preferred stocks, bonds,
notes and other debt securities of foreign issuers (Euro-dollar
securities), as well as in warrants, or obligations of the United
States or foreign governments and their political subdivisions.
Investments may be made for capital appreciation or for
income or any combination of both for the purpose of achieving a
higher overall return than might otherwise be obtained solely
from investing for growth of capital or for income. There is no
limitation on the percent or amount of the Fund's assets which
may be invested for growth or income, and therefore, at any point
in time, the investment emphasis may be placed solely or
primarily on growth of capital or solely or primarily on income.
There can be no assurance, of course, that the Fund will achieve
its objective.
In determining whether the Fund will be invested for
capital appreciation or for income or any combination of both,
the Adviser regularly analyzes a broad range of international
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equity and fixed-income markets in order to assess the degree of
risk and level of return that can be expected from each market.
Based upon the current assessment of the Adviser, the Fund
expects that its objective will, over the long term, be met
principally through investing in the equity securities of
established non-United States companies which, in the opinion of
the Adviser, have potential for growth of capital. However, the
Fund can be expected during certain periods to place substantial
emphasis on income through investment in foreign debt securities
when it appears that the total return from such securities will
equal or exceed the return on equity securities.
When management believes that the total return on debt
securities will equal or exceed the return on common stocks, the
Fund may, in seeking its objective of total return, substantially
increase its holdings in such debt securities. The Fund may
establish and maintain temporary cash balances for defensive
purposes or to enable it to take advantage of buying
opportunities.
The Adviser believes a portfolio of investments solely
in issuers located in the United States or in any other single
country ties the performance of such a portfolio to the economic
and market swings of one country, and that diversification by
country, as well as by industry, can alleviate the impact of
downturns in any one country. The Fund intends to diversify
investments broadly among countries and normally to have
represented in the portfolio business activities of not less than
three different countries, excluding the United States. The Fund
may invest all or a substantial portion of its assets in one or
more of such countries. At June 30, 1999, approximately 24.6% of
the Fund's assets were invested in securities of Japanese
issuers. For a description of Japan, see Appendix B. The Fund
may purchase securities of companies, wherever organized, which,
in the judgment of the Adviser, have their principal activities
and interests outside the United States determined on the basis
of such factors as location of the company's assets, or
personnel, or sales and earnings.
It is the present intention of the Adviser to invest in
companies based in (or governments of or within) the Far East
(Japan, the Special Administrative Region of China ("Hong Kong"),
Singapore and Malaysia), Western Europe (United Kingdom, Germany,
The Netherlands, France, Switzerland), Australia, Canada, and
such other areas and countries as the Adviser may determine from
time to time. However, investments may be made from time to time
in companies in, or governments of, developing countries as well
as developed countries. Although there is no universally
accepted definition, a developing country is generally considered
to be a country which is in the initial stages of its
industrialization cycle with a low per capita gross national
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product. Historical experience indicates that the markets of
developing countries have been more volatile than the markets of
the more mature economies of developed countries; however, such
markets often have provided higher rates of return to investors.
Shareholders should be aware that investing in the equity and
fixed-income markets of developing countries involves exposure to
economic structures that are generally less diverse and mature,
and to political systems which can be expected to have less
stability than those of developed countries. Management at
present does not intend to invest more than 10% of the Fund's
total assets in companies in, or governments of, developing
countries.
The Adviser, in determining the composition of the
Fund's portfolio, will initially seek the appropriate
distribution of investments among various countries and
geographic regions. Accordingly, the Adviser will consider the
following factors in making investment decisions on this basis:
prospects for relative economic growth between foreign countries;
expected levels of inflation; government policies influencing
business conditions; the outlook for currency relationships; and
the range of individual investment opportunities available to the
international portfolio investor.
The Adviser will, in analyzing individual companies for
the investment, look for one or more of the following
characteristics: an above average earnings growth per share;
high return on invested capital; healthy balance sheet; sound
financial and accounting policies and overall financial strength;
strong competitive advantages; effective research and product
development and marketing; efficient service; pricing
flexibility; strength of management; and general operating
characteristics which will enable the companies to compete
successfully in their marketplace. While current dividend income
is not a prerequisite in the selection of portfolio companies,
the companies in which the Fund invests normally will have a
record of paying dividends for at least one year, and will
generally be expected to increase the amounts of such dividends
in future years as earnings increase.
Foreign securities such as those purchased by the Fund
may be subject to foreign government taxes which could reduce the
yield on such securities, although a shareholder otherwise
subject to U.S. federal income taxes may, subject to certain
limitations, be entitled to claim a credit or deduction for U.S.
federal income tax purposes for his or her proportionate share of
such foreign taxes paid by the Fund.
Under exceptional economic or market conditions abroad,
the Fund may temporarily invest for defensive purposes all or a
major portion of its assets in U.S. government obligations or
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debt obligations of companies incorporated in and having their
principal activities in the United States. The Fund may also
from time to time invest its temporary cash balances in United
States, as well as foreign, short-term, high-grade money market
instruments, including, but not limited to, government
obligations, certificates of deposit, bankers' acceptances,
commercial paper, short-term corporate debt securities and
repurchase agreements.
The following investment policies and restrictions
supplement, and should be read in conjunction with, the
information set forth in the Fund's Prospectus under the heading
"Investment Objectives and Policies." While the Fund's
investment objective of total return for long-term growth of
capital and from income cannot be changed without shareholder
approval, the Fund's investment policies are not fundamental and
may be changed by the Trustees of the Fund without shareholder
approval. However, shareholders will be notified prior to a
material change in such policies.
Derivative Investment Products
The Fund may use various derivative investment products
to reduce certain risks to the Fund of exposure to local market
and currency movements. These products include forward foreign
currency exchange contracts, futures contracts, including stock
index futures, and options thereon, put and call options and
combinations thereof. The Adviser will use such products as
market conditions warrant. The Fund's ability to use these
products may be limited by market conditions, regulatory limits
and tax considerations and there can be no assurance that any of
these products would succeed in reducing the risk to the Fund of
exposure to local market and currency movements. See "Investment
Policies and Restrictions" in the Statement of Additional
Information. New financial products and risk management
techniques continue to be developed and the Fund may use these
new investments and techniques to the extent consistent with its
investment objective and policies.
Forward Foreign Currency Exchange Contracts. The Fund
may purchase or sell forward foreign currency exchange contracts
("forward contracts") to attempt to minimize the risk to the Fund
from adverse changes in the relationship between the U.S. Dollar
and other currencies. A forward contract is an obligation to
purchase or sell a specific currency for an agreed price at a
future date which is individually negotiated and privately traded
by currency traders and their customers. The Fund's dealings in
forward contracts will be limited to hedging involving either
specific transactions or portfolio positions. Transaction
hedging is the purchase or sale of forward contracts with respect
to specific receivables or payables of the Fund accruing in
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connection with the purchase and sale of its portfolio securities
or the payment of dividends and distributions by the Fund.
Position hedging is the sale of forward contracts with respect to
portfolio security positions denominated or quoted in such
foreign currency. The Fund will not speculate in forward
contracts and, therefore, the Adviser believes that the Fund will
not be subject to the risks frequently associated with the
speculative use of such transactions. The Fund may not position
hedge with respect to the currency of a particular country to an
extent greater than the aggregate market value (at the time of
making such sale) of the securities held in its portfolio
denominated or quoted in that particular foreign currency. If
the Fund enters into a position hedging transaction, its
custodian bank will to the extent required by applicable law,
place liquid assets in a separate account of the Fund in an
amount equal to the value of the Fund's total assets committed to
the consummation of such forward contract. If the value of the
assets placed in the separate account declines, additional liquid
assets will be placed in the account so that the value of the
account will equal the amount of the Fund's commitment with
respect to such contracts. In addition, the Fund may use other
such methods of "cover" as are permitted by applicable law.
Hedging against a decline in the value of a currency does not
eliminate fluctuations in the prices of portfolio securities or
prevent losses if the prices of such securities decline. Such
transactions also preclude the opportunity for gain if the value
of the hedge currency should rise. Moreover, it may not be
possible for the Fund to hedge against a devaluation that is so
generally anticipated that the Fund is not able to contract to
sell the currency at a price above the devaluation level it
anticipates. The Fund will not enter into a forward contract
with a term of more than one year or if, as a result thereof,
more than 50% of the Fund's total assets would be committed to
such contracts.
While these contracts are not presently regulated by the
Commodity Futures Trading Commission ("CFTC"), the CFTC may in
the future assert authority to regulate forward contracts. In
such event the Fund's ability to utilize forward contracts in the
manner set forth in the Prospectus may be restricted. Forward
contracts will reduce the potential gain from a positive change
in the relationship between the U.S. Dollar and foreign
currencies. Unanticipated changes in currency prices may result
in poorer overall performance for the Fund if it had not entered
into such contracts. The use of foreign currency forward
contracts will not eliminate fluctuations in the underlying U.S.
Dollar equivalent value of the prices of or rates of return on
the Fund's foreign currency-denominated portfolio securities and
the use of such techniques will subject the Fund to certain
risks.
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The matching of the increase in value of a forward
contract and the decline in the U.S. Dollar equivalent value of
the foreign currency-denominated asset that is the subject of the
hedge generally will not be precise. In addition, the Fund may
not always be able to enter into foreign currency forward
contracts at attractive prices and this will limit the Fund's
ability to use such contracts to hedge or cross-hedge its assets.
Also, with regard to the Fund's use of cross-hedges, there can be
no assurance that historical correlations between the movement of
certain foreign currencies relative to the U.S. Dollar will
continue. Thus, at any time poor correlation may exist between
movements in the exchange rates of the foreign currencies
underlying the Fund's cross-hedges and the movements in the
exchange rates of the foreign currencies in which the Fund's
assets that are the subject of such cross-hedges are denominated.
Options. The Fund may write, sell and purchase put and
call options listed on one or more U.S. or foreign securities
exchanges, including options on market indices. A call option
gives the purchaser of the option, for paying the writer a
premium, the right to call upon the writer to deliver a specified
number of shares of a specified stock on or before a fixed date,
at a predetermined price. A put option gives the buyer of the
option, for paying the writer a premium, the right to deliver a
specified number of shares of a stock to the writer of the option
on or before a fixed date, at a predetermined price.
Writing, purchasing and selling put and call options are
highly specialized activities and entail greater than ordinary
investment risks. When puts written by the Fund are exercised,
the Fund will be obligated to purchase stocks above their then
current market price. The Fund will not write a put option
unless at all times during the option period the Fund has
(a) sold short the optioned securities, or securities convertible
into or carrying rights to acquire the optioned securities, or
(b) purchased an offsetting put on the same securities. When
calls written by the Fund are exercised, the Fund will be
obligated to sell stocks below their then current market price.
The Fund will not write a call option unless the Fund at all
times during the option period owns either (a) the optioned
securities, or securities convertible into or carrying rights to
acquire the optioned securities, or (b) an offsetting call option
on the same securities.
The Fund may purchase or write options on securities of
the types in which it is permitted to invest in privately
negotiated (i.e., over-the-counter) transactions. The Fund will
effect such transactions only with investment dealers and other
financial institutions (such as commercial banks or savings and
loan institutions) deemed creditworthy by the Adviser, and the
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Adviser has adopted procedures for monitoring the
creditworthiness of such entities.
Option On Market Indices. An option on a securities
index is similar to an option on a security except that, rather
than the right to take or make delivery of a security at a
specified price, an option on a securities index gives the holder
the right to receive, upon exercise of the option, an amount of
cash if the closing level of the chosen index is greater than (in
the case of a call) or less than (in the case of a put) the
exercise price of the option.
Financial Futures Contracts, Including Stock Index
Futures, And Options On Futures Contracts. The Fund may enter
into financial futures contracts, including contracts for the
purchase or sale for future delivery of foreign currencies and
futures contracts based on stock indices and may purchase and
write put and call options to buy or sell futures contracts
("options on futures contracts"). A sale of a futures contract
entails the acquisition of a contractual obligation to deliver
the foreign currency or other commodity called for by the
contract at a specified price on a specified date. A purchase of
a futures contract entails the incurring of a contractual
obligation to acquire the commodity called for by the contract at
a specified price on a specified date. The Fund's Custodian will
place liquid assets in a separate account of the Fund having a
value equal to the aggregate amount of the Fund's commitments in
futures contracts. The purchaser of a futures contract on an
index agrees to take or make delivery of an amount of cash equal
to the difference between a specified dollar multiple of the
value of the index on the expiration date of the contract and the
price at which the contract was originally struck. No physical
delivery of the securities underlying the index is made. In
connection with its purchase of stock index futures contracts the
Fund will deposit in a segregated account with the Fund's
Custodian an amount of liquid assets equal to the market value of
the futures contracts less any amounts maintained in a margin
account with the Fund's broker. Options on futures contracts to
be written or purchased by the Fund will be traded on U.S. or
foreign exchanges or over-the-counter.
With respect to futures contracts and options on futures
contracts that are purchased for purposes other than for "bona
fide hedging purposes" (as defined in Commodity Futures Trading
Commission Regulations promulgated under the Commodity Exchange
Act), the aggregate initial margin and premiums required to be
paid by the Fund to establish such positions will not exceed on
all outstanding futures contracts of the Fund and premiums paid
on outstanding options on futures contracts 5% of the liquidation
value of the total assets of the Fund, after taking into account
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unrealized profits and unrealized losses on any such contracts
the Fund has entered into.
For additional information on the use, risks and costs
of futures contracts and options on futures contracts and foreign
currencies, see Appendix A.
Options On Foreign Currencies. The Fund may write, sell
and purchase put and call options on foreign currencies traded on
securities exchanges or boards of trade (foreign and domestic) or
over-the-counter. As in the case of other kinds of options, the
writing of an option on a foreign currency constitutes only a
partial hedge, up to the amount of the premium received, and the
Fund could be required to purchase or sell foreign currencies at
disadvantageous exchange rates, thereby incurring losses. The
purchase of an option on a foreign currency may constitute an
effective hedge against fluctuations in exchange rates although,
in the event of rate movements adverse to the Fund's position, it
may forfeit the entire amount of the premium plus related
transaction costs. There is no specific percentage limitation on
the Fund's investments in options on foreign currencies. See the
Fund's Statement of Additional Information for further discussion
of the use, risks and costs of options on foreign currencies.
General. The successful use of the foregoing derivative
investment products draws upon the Adviser's special skills and
substantial experience with respect to such products and depends
on the Adviser's ability to forecast currency exchange rate
movements correctly. Should exchange rates move in an unexpected
manner, the Fund may not necessarily achieve the anticipated
benefits of futures contracts, options or forward contracts or
may realize losses and thus be in a worse position than if such
products had not been used. Unlike many exchange-traded futures
contracts and options on futures contracts, there are no daily
price fluctuation limits with respect to options on currencies
and forward contracts, and adverse market movements could
therefore continue to an unlimited extent over a period of time.
In addition, the correlation between movements in the prices of
such instruments and movements in the price of the securities and
currencies hedged or used for cover will not be perfect and could
produce unanticipated losses.
The Fund's ability to dispose of its positions in
futures contracts, options and forward contracts will depend on
the availability of liquid markets in such instruments. Markets
in options and futures with respect to a number of securities and
currencies are relatively new and still developing. It is
impossible to predict the amount of trading interest that may
exist in various types of futures contracts, options and forward
contracts. If a secondary market does not exist with respect to
an over-the-counter option purchased or written by the Fund, it
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might not be possible to effect a closing transactions in the
option (i.e., dispose of the option), with the result that (i) an
option purchased by the Fund would have to be exercised in order
for the Fund to realize any profit and (ii) the Fund may not be
able to sell currencies or portfolio securities covering an
option written by the Fund until the option expires or it
delivers the underlying futures contract or currency upon
exercise. Therefore, no assurance can be given that the Fund
will be able to utilize these instruments effectively for the
purposes set forth above. Furthermore, the Fund's ability to
engage in options and futures transactions may be limited by tax
considerations. See "Dividends, Distributions and Taxes--U.S.
Federal Income Taxes."
Other Investment Practices
Lending Of Portfolio Securities. Although it has no
present intention of doing so, the Fund may seek to increase
income by lending portfolio securities. Under present regulatory
policies, such loans may be made to member firms of the New York
Stock Exchange, Inc. (the "Exchange") and are required to be
secured continuously by collateral consisting of cash, U.S.
Government Securities or bank letters of credit in an amount at
least equal to the market value of the securities loaned. The
value of the securities loaned will not exceed 30% of the value
of the Fund's total assets.
The Fund may seek to increase income by lending
portfolio securities. The Fund will have the right to call a
loan to obtain the securities loaned or equivalent securities at
any time on five days' notice or such shorter period as may be
necessary to vote the securities. During the existence of a loan
the Fund will receive the income earned on investment of the
collateral. The Fund will not, however, have the right to vote
any securities having voting rights during the existence of the
loan, but the Fund will call the loan in anticipation of an
important vote to be taken among holders of the securities or the
giving or withholding of their consent on a material matter
affecting the investment. As with other extensions of credit
there are risks of delay in recovery or even loss of rights in
the collateral should the borrower of the securities fail
financially. However, the loans would be made only to firms
deemed by management of the Fund to be in good standing, and
when, in the judgment of management, the amount which may be
earned currently from securities loans of this type justifies the
attendant risk.
Repurchase Agreements. The Fund may enter into
repurchase agreements, which are instruments through which an
investor (e.g., the Fund) purchases a security (the "underlying
security") from a bank or well-established securities dealer,
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with an agreement by the seller to repurchase the security at the
same price, plus interest at a specified rate. The underlying
securities are limited to those which would otherwise qualify for
investment by the Fund. Repurchase agreements usually have a
short duration, often less than one week. The Fund will not
enter into a repurchase agreement of a duration of more than
seven business days if, as a result, more than 10% of the value
of the Fund's total assets would be so invested.
Warrants. The Fund may invest in warrants which entitle
the holder to buy equity securities at a specific price for a
specific period of time. Warrants may be considered more
speculative than certain other types of investments in that they
do not entitle a holder to dividends or voting rights with
respect to the securities which may be purchased nor do they
represent any rights in the assets of the issuing company. Also,
the value of the warrant does not necessarily change with the
value of the underlying securities and a warrant ceases to have
value if it is not exercised prior to the expiration date.
It is expected that the Fund's investments will
ordinarily be traded on exchanges located in the respective
countries in which the various issuers of such securities are
principally based and in some case on other exchanges. As much
as 25% of the value of the Fund's total assets may be invested in
the securities of issuers having their principal business
activities in the same industry.
In connection with the qualification or registration of
the Fund's shares for sale under the securities laws of certain
states, the Fund has agreed that it will not invest in warrants
(other than warrants acquired by the Fund as a part of a unit or
attached to securities at the time of purchase) if as a result
such warrants valued at the lower of cost or market would exceed
10% of the value of the Fund's assets at the time of purchase.
Portfolio Turnover. Generally, the Fund does not trade
in securities for short-term profits but, when circumstances
warrant, securities may be sold without regard to the length of
time held. Although the Fund cannot accurately predict its
annual portfolio turnover rate, management does not expect it to
exceed 100%. A 100% annual turnover rate would occur, for
example, if all the securities in the Fund's portfolio were
replaced in a period of one year. A 100% turnover rate is
greater than that of most other investment companies, including
those which emphasize capital appreciation as a basic policy, and
may result in correspondingly greater brokerage commissions being
paid by the Fund.
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Special Risk Considerations
Investors should understand and consider carefully the
substantial risks involved in securities of foreign companies and
governments of foreign nations, some of which are referred to
below, and which are in addition to the usual risks inherent in
domestic investments. Investing in securities of non-United
States companies which are generally denominated in foreign
currencies, and utilization of derivative investment products
denominated in, or the value of which is dependent upon movements
in the relative value of, a foreign currency, involve certain
considerations comprising both risk and opportunity not typically
associated with investing in United States companies. These
considerations include changes in exchange rates and exchange
control regulations, political and social instability,
expropriation, imposition of foreign taxes, less liquid markets
and less available information than are generally the case in the
United States, higher transaction costs, less government
supervision of exchanges, brokers and issuers, difficulty in
enforcing contractual obligations, lack of uniform accounting and
auditing standards and greater price volatility.
There is generally less publicly available information
about foreign companies comparable to reports and ratings that
are published about companies in the United States. Foreign
companies are also generally not subject to uniform accounting
and auditing and financial reporting standards, practices and
requirements comparable to those applicable to United States
companies.
It is contemplated that foreign securities will be
purchased in over-the-counter markets or on stock exchanges
located in the countries in which the respective principal
offices of the issuers of the various securities are located, if
that is the best available market. Foreign securities markets
are generally not as developed or efficient as those in the
United States. While growing in volume, they usually have
substantially less volume than the Exchange, and securities of
some foreign companies are less liquid and more volatile than
securities of comparable United States companies. Similarly,
volume and liquidity in most foreign bond markets is less than in
the United States and, at times, volatility of price can be
greater than in the United States. Fixed commissions on foreign
stock exchanges are generally higher than negotiated commissions
on United States exchanges, although the Fund will endeavor to
achieve the most favorable net results on its portfolio
transactions. There is generally less government supervision and
regulation of stock exchanges, brokers and listed companies than
in the United States.
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With respect to certain foreign countries, there is the
possibility of adverse changes in investment or exchange control
regulations and interest rates, expropriation or confiscatory
taxation, limitations on the removal of funds or other assets of
the Fund, political or social instability, or diplomatic
developments which could affect United States investments in
those countries. Moreover, individual foreign economies may
differ favorably or unfavorably from the United States' economy
in such respects as growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and
balance of payments position.
The dividends and interest payable on certain of the
Fund's foreign portfolio securities may be subject to foreign
withholding taxes, thus reducing the net amount of income
available for distribution to the Fund's shareholders. A
shareholder otherwise subject to United States Federal income
taxes may, subject to certain limitations, be entitled to claim a
credit or deduction for U.S. Federal income tax purposes for his
or her proportionate share of such foreign taxes paid by the
Fund. See "U.S. Federal Income Taxes."
Although the Fund values its assets daily in terms of
U.S. dollars, it does not intend to convert its holdings of
foreign currencies into U.S. dollars on a daily basis. It will
do so from time to time, and investors should be aware of the
costs of currency conversion. Although foreign exchange dealers
do not charge a fee for conversion, they do realize a profit
based on the difference (commonly known as the "spread") between
the price at which they are buying and selling various
currencies. Thus, a dealer may offer to sell a foreign currency
to the Fund at one rate, while offering a lesser rate of exchange
should the Fund desire to resell that currency to the dealer.
Investors should understand that the expense ratio of
the Fund can be expected to be higher than investment companies
investing in domestic securities since, among other things, the
cost of maintaining the custody of foreign securities is higher
and the purchase and sale of portfolio securities may be subject
to higher transaction charges, such as stamp duties and turnover
taxes.
Investors should further understand that all investments
have a risk factor. There can be no guarantee against loss
resulting from an investment in the Fund, and there can be no
assurance that the Fund's investment objective will be attained.
The Fund is designed for individual and institutional investors
who wish to diversify beyond the United States in an actively
researched and managed portfolio. The Fund may not be suitable
for all investors and is intended for long-term investors who can
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accept the risks entailed in seeking long-term growth of capital
through investment in foreign securities as described above.
Fundamental Investment Policies
In addition to the investment objective and policies
described above, the Fund has adopted certain fundamental
investment policies which may not be changed without shareholder
approval, which means the vote of (1) 67% or more of the shares
represented at a meeting at which more than 50% of the
outstanding shares are represented or (2) more than 50% of the
outstanding shares, whichever is less. Whenever any investment
restriction states a maximum percentage of the Fund's assets
which may be invested in any security or other asset, it is
intended that such maximum percentage limitation be determined
immediately after and as a result of the Fund's acquisition of
such securities or other assets. Accordingly, any later increase
or decrease in percentage beyond the specified limitation
resulting from a change in values or net assets will not be
considered a violation.
Briefly, the policies provide that the Fund may not:
(i) invest more than 5% of the value of its total
assets in securities of a single issuer
(including repurchase agreements with any one
entity), except securities issued or guaranteed
by the United States Government, its agencies or
instrumentalities ("U.S. Government Securities")
or the government of any foreign country, its
agencies or instrumentalities ("Foreign
Government Securities"); provided, however, that
the Fund may not, with respect to 75% of the
value of its total assets, invest more than 5%
of the value of its total assets in securities
of any one foreign government issuer;
(ii) own more than 10% of the outstanding securities
of any class of any issuer (for this purpose,
all preferred stocks of an issuer shall be
deemed a single class, and all indebtedness of
an issuer shall be deemed a single class),
except U.S. Government Securities;
(iii) invest more than 25% of the value of its total
assets in securities of issuers having their
principal business activities in the same
industry; provided, that this limitation does
not apply to U.S. Government Securities or
Foreign Government Securities;
14
<PAGE>
(iv) invest more than 5% of the value of its total
assets in the securities of any issuer that has
a record of less than three years of continuous
operation (including the operation of any
predecessor or unconditional guarantor), except
U.S. Government Securities or Foreign Government
Securities;
(v) invest more than 5% of the value of its total
assets in securities with legal or contractual
restrictions on resale ("restricted
securities"), other than repurchase agreements,
or more than 10% of the value of its total
assets in securities that are not readily
marketable (including restricted securities and
repurchase agreements not terminable within
seven business days);
(vi) borrow money, except as a temporary measure for
extraordinary or emergency purposes, and then
only from banks in amounts not exceeding 5% of
its total assets valued at market;
(vii) own, in contravention of the applicable laws or
regulations of Germany, any securities of
another investment company;
(viii) unless the securities are acquired pursuant to a
plan of reorganization or an offer of exchange,
own any securities of an open-end investment
company or more than 3% of the total outstanding
voting stock of any closed-end investment
company or more than 10% of such value in
closed-end investment companies in general;
(ix) purchase or sell real property (including
limited partnership interests although it may
purchase readily marketable interests in real
estate investment trusts or readily marketable
securities of companies which invest in real
estate);
(x) purchase or sell commodity contracts; provided,
however, that this policy does not prevent the
Fund from entering into (a) forward foreign
currency exchange contracts, (b) financial
futures contracts, including contracts for the
purchase or sale for future delivery of foreign
currencies and futures contracts based on stock
indices, (c) options or financial futures
15
<PAGE>
contracts, or (d) other, similar contracts or
transactions;
(xi) purchase participations or other direct
interests in oil, gas, or other mineral leases
exploration or development programs;
(xii) purchase securities on margin, except for use of
the short-term credit necessary for clearance of
purchases of portfolio securities;
(xiii) effect short sales of securities;
(xiv) make loans, except for use of the short-term
credit necessary for clearance of purchases of
portfolio securities, except that it may
purchase debt securities, enter into repurchase
agreements and lend its portfolio securities, as
described in the Fund's Prospectus;
(xv) mortgage, pledge, hypothecate, or in any other
manner transfer as security for indebtedness any
security owned by the Fund, except as may be
necessary in connection with permissible
borrowings, and in the aggregate amount not to
exceed 10% of the Fund's total assets valued at
market at the time of such mortgaging, pledging
or hypothecating;
(xvi) act as an underwriter of securities, except
insofar as it might be deemed to be such for
purposes of the Securities Act of 1933, as
amended (the "Securities Act"), with respect to
the disposition of certain portfolio securities
acquired within the limitations of (v) above;
(xvii) purchase or retain the securities of any issuer
if, to the knowledge of the Fund's management,
those officers and Trustees of the Fund, and of
its adviser, who each owns beneficially more
than one-half of 1% of the outstanding security
of such issuer, together own beneficially more
than 5% of the securities of such issuer;
(xviii) invest in companies for the purpose of
exercising management or control; or
(xix) issue senior securities except as permitted by
the Investment Company Act of 1940, as amended
(the "1940 Act").
16
<PAGE>
_______________________________________________________________
MANAGEMENT OF THE FUND
_______________________________________________________________
Adviser
Alliance Capital Management L.P., a Delaware limited
partnership with principal offices at 1345 Avenue of the
Americas, New York, New York 10105, has been retained under an
investment advisory agreement (the "Advisory Agreement") to
provide investment advice and, in general, to conduct the
management and investment program of the Fund under the
supervision of the Fund's Trustees (see "Management of the Fund"
in the Prospectus).
The Adviser is a leading international adviser managing
client accounts with assets as of September 30, 1999 totaling
more than $317 billion (of which more than $143 billion
represented assets of investment companies). As of September 30,
1999, the Adviser managed retirement assets for many of the
largest public and private employee benefit plans (including 28
of the nation's FORTUNE 100 companies), for public employee
retirement funds in 31 states, for investment companies, and for
foundations, endowments, banks and insurance companies worldwide.
The 52 registered investment companies managed by the Adviser,
comprising 118 separate investment portfolios, currently have
approximately 4.8 million shareholder accounts.
Alliance Capital Management Corporation ("ACMC") is the
general partner of the Adviser and a wholly owned subsidiary of
The Equitable Life Assurance Society of the United States
("Equitable"). Equitable, one of the largest life insurance
companies in the United States, is the beneficial owner of an
approximately 55.4% partnership interest in the Adviser.
Alliance Capital Management Holding L.P. ("Alliance Holding")
owns an approximately 41.9% partnership interest in the Adviser.*
____________________
* Until October 29, 1999, Alliance Holding served as the
investment adviser to the Fund. On that date, Alliance
Holding reorganized by transferring its business to the
Adviser. Prior thereto, the Adviser had no material
business operations. One result of the organization was
that the Advisory Agreement, then between the Fund and
Alliance Holding, was transferred to the Adviser by means
of a technical assignment, and ownership of Alliance Fund
Distributors, Inc. and Alliance Fund Services, Inc., the
Fund's principal underwriter and transfer agent,
respectively, also was transferred to the Adviser.
17
<PAGE>
Equity interests in Alliance Holding are traded on the New York
Stock Exchange in the form of units. Approximately 98% of such
interests are owned by the public and management or employees of
the Adviser and approximately 2% are owned by Equitable.
Equitable is a wholly owned subsidiary of AXA Financial, Inc.
("AXA Financial"), a Delaware corporation whose shares are traded
on the New York Stock Exchange. AXA Financial serves as the
holding company for the Adviser, Equitable and Donaldson, Lufkin
& Jenrette, Inc., an integrated investment and merchant bank. As
of June 30, 1999, AXA, a French insurance holding company, owned
approximately 58.2% of the issued and outstanding shares of
common stock of AXA Financial.
The Advisory Agreement became effective on July 22,
1992, having been approved by the unanimous vote, cast in person,
of the Fund's Trustees (including the Trustees who are not
parties to the Advisory Agreement or interested persons as
defined in the 1940 Act of any such party) at a meeting called
for the purpose and held on September 12, 1991. At a meeting
held on June 8, 1992, a majority of the outstanding voting
securities of the Fund approved the Advisory Agreement.
The Advisory Agreement remains in effect for successive
twelve-month periods (computed from July 1) if approved annually
(a) by the Trustees of the Fund or by the holders of a majority
of the outstanding voting securities of the Fund and (b) by a
majority of the Trustees who are not parties to the agreement, or
"interested persons", as defined in the 1940 Act, of any such
party, at a meeting called for the purpose of voting on such
matter. Most recently, continuance of the Advisory Agreement was
approved for the period ending June 30, 2000 by the Trustees of
the Fund, including a majority who are not "interested persons",
as defined in the 1940 Act, at their Regular Meeting held on
April 30, 1999.
The Advisory Agreement is terminable without penalty on
60 days' written notice, by a vote of a majority of the Fund's
outstanding voting securities or by a vote of a majority of the
Fund's Trustees on 60 days' written notice, or by a vote of the
Adviser, on 60 days' written notice, and automatically terminate
in the event of assignment. The Advisory Agreement provides that
in the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of its obligations thereunder,
the Adviser shall not be liable for any action or failure to act
in accordance with its duties thereunder.
Under the Advisory Agreement, the Adviser furnishes
investment advice and recommendations to the Fund and provides
office space in New York, order placement facilities and persons
satisfactory to the Fund's Board of Trustees to act as officers
of the Fund. Such officers, as well as certain Trustees of the
18
<PAGE>
Fund, may be employees of the Adviser or directors, officers or
employees of its affiliates.
For the services rendered by the Adviser under the
Advisory Agreement, the Fund pays the Adviser a quarterly fee at
the maximum rate of one fourth of 1% of the value of the Fund's
aggregate net assets up to $500 million and three sixteenth of 1%
of the value of such assets above $500 million. For the fiscal
years of the Fund ended in 1997, 1998 and 1999, the advisory fees
payable under the advisory agreement were $2,891,923, $2,718,678
and $1,921,758, respectively. Of such amounts $288,263 was
waived by the Adviser for its fiscal year ended in June 30, 1999.
The Fund has, under the Advisory Agreement, assumed the
obligation for payment of all its other expenses. As to the
obtaining of services other than those specifically provided to
the Fund by the Adviser, the Fund may employ its own personnel.
For such services, it also may utilize personnel employed by the
Adviser or by other subsidiaries of Equitable. In such event,
the services will be provided to the Fund at cost and the
payments therefor must be specifically approved by the Fund's
Trustees. The Fund paid to the Adviser a total of $128,000 in
respect of such services during the fiscal year ended June 30,
1999.
Certain other clients of the Adviser may have investment
objectives and policies similar to those of the Fund. The Adviser
may, from time to time, make recommendations which result in the
purchase or sale of a particular security by its other clients
simultaneously with the Fund. If transactions on behalf of more
than one client during the same period increase the demand for
securities being purchased or the supply of securities being
sold, there may be an adverse effect on price or quantity. It is
the policy of the Adviser to allocate advisory recommendations
and the placing of orders in a manner which is deemed equitable
by the Adviser to the accounts involved, including the Fund.
When two or more of the clients of the Adviser (including the
Fund) are purchasing or selling the same security on a given day
from the same broker-dealer, such transactions may be averaged as
to price.
The Adviser may act as an investment adviser to other
persons, firms or corporations, including investment companies,
and is investment adviser to AFD Exchange Reserves, Alliance All-
Asia Investment Fund, Inc., Alliance Balanced Shares, Inc.,
Alliance Bond Fund, Inc., Alliance Capital Reserves, Alliance
Global Dollar Government Fund, Inc., Alliance Global Environment
Fund, Inc., Alliance Global Small Cap Fund, Inc., Alliance Global
Strategic Income Trust, Inc., Alliance Government Reserves,
Alliance Greater China '97 Fund, Inc., Alliance Growth and Income
Fund, Inc., Alliance Health Care Fund, Inc., Alliance High Yield
19
<PAGE>
Fund, Inc., Alliance Institutional Funds, Inc., Alliance
Institutional Reserves, Inc., Alliance International Premier
Growth Fund, Inc., Alliance Limited Maturity Government Fund,
Inc., Alliance Money Market Fund, Alliance Mortgage Securities
Income Fund, Inc., Alliance Multi-Market Strategy Trust, Inc.,
Alliance Municipal Income Fund, Inc., Alliance Municipal Income
Fund II, Alliance Municipal Trust, Alliance New Europe Fund,
Inc., Alliance North American Government Income Trust, Inc.,
Alliance Premier Growth Fund, Inc., Alliance Quasar Fund, Inc.,
Alliance Real Estate Investment Fund, Inc., Alliance Select
Investor Series, Inc., Alliance Technology Fund, Inc., Alliance
Utility Income Fund, Inc., Alliance Variable Products Series
Fund, Inc., Alliance Worldwide Privatization Fund, Inc., The
Alliance Fund, Inc., The Alliance Portfolios, and The Hudson
River Trust, all registered open-end investment companies; and to
ACM Government Income Fund, Inc., ACM Government Securities Fund,
Inc., ACM Government Spectrum Fund, Inc., ACM Government
Opportunity Fund, Inc., ACM Managed Dollar Income Fund, Inc., ACM
Managed Income Fund, Inc., ACM Municipal Securities Income Fund,
Inc., Alliance All-Market Advantage Fund, Inc., Alliance World
Dollar Government Fund, Inc., Alliance World Dollar Government
Fund II, Inc., The Austria Fund, Inc., The Korean Investment
Fund, Inc., The Southern Africa Fund, Inc. and The Spain Fund,
Inc., all registered closed-end investment companies.
Trustees And Officers
The business and affairs of the Fund are managed under
the direction of the Trustees. The Trustees and principal
officers of the Fund, their ages and their principal occupations
during the past five years are set forth below. Each such Trustee
and officer is also a trustee, director or officer of other
registered investment companies sponsored by the Adviser. Unless
otherwise specified, the address of each such person is 1345
Avenue of the Americas, New York, New York 10105.
Trustees
John D. Carifa,** 54, Chairman of the Board, is the
President, Chief Operating Officer and a Director of ACMC, with
which he has been associated since prior to 1994.
David H. Dievler, 70, is an independent consultant. He
was formerly a Senior Vice President of ACMC until December 1994.
His address is P.O. Box 167, Spring Lake, New Jersey 07762.
____________________
** An "interested person" of the Fund as defined in the 1940
Act.
20
<PAGE>
John H. Dobkin, 57, has been the President of Historic
Hudson Valley (historic preservation) since prior to 1994.
Previously, he was Director of the National Academy of Design.
His address is 150 White Plains Road, Tarrytown, New York 10591.
W.H. Henderson, 72, joined the Royal Dutch/Shell Group
in 1948 and served in Singapore, Japan, South Africa, Hong Kong
and London. The greater part of his service was in Japan and
between 1969 and 1972 he was Managing Director and Chief
Executive Officer of the Shell Company of Hong Kong Limited.
Mr. Henderson retired from the Royal Dutch/Shell Group in 1974 in
order to establish his own oil and gas consultancy business.
Mr. Henderson is currently a Director of a number of investment
companies. His address is Quarrey House, Charlton Horethorne,
Sherborne, Dorset, DT9 4NY, England.
Stig Host, 73, is the Chairman and Chief Executive
Officer of International Energy Corp. (oil and gas exploration),
with which he has been associated since prior to 1994. He is
also Chairman and Director of Kriti Exploration, Inc. (oil and
gas exploration and production), Managing Director of Kriti Oil
and Minerals, N.V., Chairman of Kriti Properties and Development
Corporation (real estate), Chairman of International Marine
Sales, Inc. (marine fuels), and a Director of Florida Fuels, Inc.
(marine fuels) and President of Alexander Host Foundation. He is
a Trustee of the Winthrop Focus Funds. His address is 103 Oneida
Drive, Greenwich, Connecticut 06530.
Alan Stoga, 48, has been President of Zemi Investments,
L.P., since 1995, President of Zemi Communications, L.L.C. and
its predecessor company since 1996, and a Managing Director of
Kissinger Associates, Inc. until 1995. He has continued as a
member of the Board of Directors of Kissinger Associates. His
address is Kissinger Associates, Inc., 350 Park Avenue, New York,
New York 10022.
Officers
John D. Carifa, Chairman and President, see biography
above.
Bruce W. Calvert, Senior Vice President, 52, is Vice
Chairman of the Board, Chief Executive Officer and a Director of
ACMC, with which he has been associated since prior to 1994.
Kathleen A. Corbet, Senior Vice President, 39, is an
Executive Vice President of ACMC, with which she has been
associated since prior to 1994.
Edward Baker, Vice President, 48, is a Vice President of
ACMC, with which he has been associated since prior to 1994.
21
<PAGE>
Thomas J. Bardong, Vice President, 54, is a Senior Vice
President of ACMC, with which he has been associated since prior
to 1994.
Stephen Beinhacker, Vice President, 35, is a Senior Vice
President of ACMC, with which he has been associated since prior
to 1994.
Mark H. Breedon, Vice President, 46, has been a Vice
President of ACMC and a Director and Senior Vice President of
Alliance Capital Limited ("ACL") since prior to 1994.
Russell Brody, Vice President, 32, is a Vice President
and Head Trader of the London desk of ACL, with which he has been
associated since July 1997. Prior thereto, he was Head of
European Equity Dealing with Lombard Odier et Cie, London office,
since prior to 1994.
Nicholas D. P. Carn, Vice President, 42, is a Vice
President of ACMC since 1997. Prior thereto, he was Chief
Investment Officer and Portfolio Manager at Draycott Partners
since prior to 1994.
Edmund P. Bergan, Jr., Secretary, 49, is Senior Vice
President and the General Counsel of Alliance Fund Distributors
Inc. ("AFD") and Alliance Fund Services, Inc. ("AFS"), with which
he has been associated since prior to 1994.
Andrew L. Gangolf, Assistant Secretary, 45, is a Vice
President and Assistant General Counsel of AFD, with which he has
been associated since December 1994. Prior thereto, he was a
Vice President and Assistant Secretary of Delaware Management
Company, Inc. since prior to 1994.
Domenick Pugliese, Assistant Secretary, 38, is a Vice
President and Assistant General Counsel of AFD, with which he has
been associated since May 1995. Prior thereto, he was a Vice
President and Counsel of Concord Financial Holding Corporation
since prior to 1994.
Emilie D. Wrapp, Assistant Secretary, 43, is a Vice
President and Assistant General Counsel of AFD, with which she
has been associated since prior to 1994.
Mark D. Gersten, Treasurer and Chief Financial Officer,
49, is a Senior Vice President of AFS and a Vice President of
AFD, with which he has been associated since prior to 1994.
Vincent S. Noto, Controller, 34, is a Vice President of
AFS, with which he has been associated since prior to 1994.
22
<PAGE>
The aggregate compensation paid by the Fund to each of
the Trustees during its fiscal year ended June 30, 1999, the
aggregate compensation paid to each of the Trustees during
calendar year 1998 by all of the funds to which the Adviser
provides investment advisory services (collectively, the
"Alliance Fund Complex") and the total number of registered
investment companies (and separate investment portfolios within
those companies) in the Alliance Fund Complex with respect to
which each of the Trustees serves as a trustee or director, are
set forth below. Neither the Fund nor any other registered
investment company in the Alliance Fund Complex provides
compensation in the form of pension or retirement benefits to any
of its trustees or directors. Some of the Trustees is a trustee
or director of one or more other registered investment companies
in the Alliance Fund Complex.
Total Number
Total Number of Investment
of Investment Portfolios
Companies in Within the
the Alliance Alliance Fund
Total Fund Complex, Complex
Compensation Including the Including
From the Fund, as to the Fund, as
Alliance Fund which the to which the
Aggregate Complex, Trustee is a Trustee is
Compensation Including Trustee or a Trustee
Name of Trustee From the Fund the Fund Director or Director
________________ _____________ _____________ ______________ _____________
John D. Carifa $ - 0 - $ - 0 - 50 116
David H. Dievler $5,675 $216,288 44 86
John H. Dobkin $6,650 $185,363 42 97
W.H. Henderson $6,775 $ 26,950 4 4
Stig Host $6,775 $ 26,950 4 4
Alan Stoga $6,650 $ 26,450 4 4
As of October 8, 1999, the Trustees and officers of the
Fund as a group owned less than 1% of the shares of the Fund.
_______________________________________________________________
EXPENSES OF THE FUND
_______________________________________________________________
The Fund has entered into a Distribution Services
Agreement (the "Agreement") with AFD, the Fund's principal
underwriter (the "Principal Underwriter"), to permit the
Principal Underwriter to distribute the Fund's shares and to
permit the Fund to pay distribution services fees to defray
expenses associated with distribution of its Class A shares,
23
<PAGE>
Class B shares and Class C shares in accordance with a plan of
distribution which is included in the Agreement and has been duly
adopted and approved in accordance with Rule 12b-1 under the 1940
Act (the "Rule 12b-1 Plan").
During the Fund's fiscal year ended June 30, 1999, the
Fund paid distribution services fees for expenditures under the
Agreement, with respect to Class A shares, in amounts aggregating
$203,936 which constituted 0.26%, annualized, of the Fund's
aggregate average daily net assets attributable to Class A shares
during the period, and the Adviser made payments from its own
resources as described above aggregating $802,137. Of the
$1,006,073 paid by the Fund and the Adviser under the Rule 12b-1
Plan with respect to the Class A shares, $67,207 was spent on
advertising, $28,462 on the printing and mailing of prospectuses
for persons other than current shareholders, $498,276 for
compensation to broker-dealers and other financial intermediaries
(including, $184,972 to the Fund's Principal Underwriters),
$79,999 for compensation to sales personnel, $332,129 was spent
on printing of sales literature, travel, entertainment, due
diligence and other promotional expenses.
During the Fund's fiscal year ended June 30, 1999, the
Fund paid distribution services fees for expenditures under the
Agreement, with respect to Class B shares, in amounts aggregating
$605,982, which constituted 1.00%, annualized, of the Fund's
aggregate average daily net assets attributable to Class B shares
during the period, and the Adviser made payments from its own
resources as described above aggregating $-0-. Of the $605,982
paid by the Fund and the Adviser under the Rule 12b-1 Plan with
respect to the Class B shares, $14,482 was spent on advertising,
$4,281 on the printing and mailing of prospectuses for persons
other than current shareholders, $356,664 for compensation to
broker-dealers and other financial intermediaries (including,
$35,172 to the Fund's Principal Underwriters), $5,713 for
compensation to sales personnel, $54,281 was spent on printing of
sales literature, travel, entertainment, due diligence and other
promotional expenses, and $72,504 was spent on interest on
Class B shares financing, and $98,057 was used to offset the
distribution services fees paid in prior years.
During the Fund's fiscal year ended June 30, 1999, the
Fund paid distribution services fees for expenditures under the
Agreement, with respect to Class C shares, in amounts aggregating
$176,452, which constituted 1.00%, annualized, of the Fund's
aggregate average daily net assets attributable to Class C shares
during the period, and the Adviser made payments from its own
resources as described above aggregating $58,593. Of the
$235,045 paid by the Fund and the Adviser under the Rule 12b-1
Plan with respect to the Class C shares, $6,777 was spent on
advertising, $1,982 on the printing and mailing of prospectuses
24
<PAGE>
for persons other than current shareholders, $186,900 for
compensation to broker-dealers and other financial intermediaries
(including, $16,049 to the Fund's Principal Underwriters), $2,842
for compensation to sales personnel, $24,666 was spent on
printing of sales literature, travel, entertainment, due
diligence and other promotional expenses, and $11,878 was spent
on interest on Class C shares financing.
Distribution services fees are accrued daily and paid
monthly and are charged as expenses of the Fund as accrued. The
distribution services fees attributable to the Class B shares and
Class C shares are designed to permit an investor to purchase
such shares through broker-dealers without the assessment of an
initial sales charge, and at the same time to permit the
Principal Underwriter to compensate broker-dealers in connection
with the sale of such shares. In this regard, the purpose and
function of the combined contingent deferred sales charge and
distribution services fee on the Class B shares and Class C
shares are the same as those of the initial sales charge and
distribution services fee with respect to the Class A shares and
that in each case the sales charge and distribution services fee
provide for the financing of the distribution of the relevant
class of the Fund's shares.
With respect to Class A shares of the Fund, distribution
expenses accrued by AFD in one fiscal year may not be paid from
distribution services fees received from the Fund in subsequent
fiscal years. AFD's compensation with respect to Class B and
Class C shares for any given year, however, will probably exceed
the distribution services fee payable under the Rule 12b-1 Plan
with respect to the class involved and, in the case of Class B
and Class C shares, payments received from contingent deferred
sales charges ("CDSCs"). The excess will be carried forward by
AFD and reimbursed from distribution services fees payable under
the Rule 12b-1 Plan with respect to the class involved and, in
the case of Class B and Class C shares, payments subsequently
received through CDSCs, so long as the Rule 12b-1 Plan is in
effect.
Unreimbursed distribution expenses incurred as of the
end of the Fund's most recently completed fiscal period, and
carried over for reimbursement in future years in respect of the
Class B and Class C shares for the Fund were, respectively,
$2,540,605 (4.56% of the net assets of Class B) and $897,069
(5.32% of the net assets of Class C).
The Rule 12b-1 Plan is in compliance with rules of the
National Association of Securities Dealers, Inc. which
effectively limit the annual asset-based sales charges and
service fees that a mutual fund may pay on a class of shares to
.75% and .25%, respectively, of the average annual net assets
25
<PAGE>
attributable to that class. The rules also limit the aggregate
of all front-end, deferred and asset-based sales charges imposed
with respect to a class of shares by a mutual fund that also
charges a service fee to 6.25% of cumulative gross sales of
shares of that class, plus interest at the prime rate plus 1% per
annum.
In approving the 12b-1 Plan, the Directors of the Fund
determined that there was a reasonable likelihood that the Rule
12b-1 Plan would benefit the Fund and its shareholders. The
distribution services fee of a particular class will not be used
to subsidize the provision of distribution services with respect
to any other class.
The Adviser may from time to time and from its own funds
or such other resources as may be permitted by rules of the
Commission make payments for distribution services to the
Principal Underwriter; the latter may in turn pay part or all of
such compensation to brokers or other persons for their
distribution assistance.
The Agreement will continue in effect for successive
twelve-month periods (computed from each July 1), provided,
however, that such continuance is specifically approved at least
annually by the Trustees of the Fund or by vote of the holders of
a majority of the outstanding voting securities (as defined in
the 1940 Act) of that class, and, in either case, by a majority
of the Trustees of the Fund who are not parties to the Agreement
or interested persons, as defined in the 1940 Act, of any such
party (other than as trustees of the Fund) and who have no direct
or indirect financial interest in the operation of the Rule 12b-1
Plan or any agreement related thereto. Most recently the
Trustees approved the continuance of the Agreement until June 30,
2000 by a vote, cast in person, of the Trustees, including a
majority of the Trustees who are not "interested persons", as
defined in the 1940 Act, at their meeting held on April 30, 1999.
In the event that the Rule 12b-1 Plan is terminated or
not continued with respect to the Class A shares, Class B shares
or Class C shares, (i) no distribution services fees (other than
current amounts accrued but not yet paid) would be owed by the
Fund to the Principal Underwriter with respect to that class, and
(ii) the Fund would not be obligated to pay the Principal
Underwriter for any amounts expended under the Agreement not
previously recovered by the Principal Underwriter from
distribution services fees in respect of shares of such class or
through deferred sales charges.
The Glass-Steagall Act and other applicable laws may
limit the ability of a bank or other depository institution to
become an underwriter or distributor of securities. However, in
26
<PAGE>
the opinion of the Fund's management, based on the advice of
counsel, these laws do not prohibit such depository institutions
from providing services for investment companies such as the
administrative, accounting and other services referred to in the
Agreement. In the event that a change in these laws prevented a
bank from providing such services, it is expected that other
services arrangements would be made and that shareholders would
not be adversely affected.
Transfer Agency Agreement
Alliance Fund Services, Inc., an indirect wholly-owned
subsidiary of the Adviser receives a transfer agency fee per
account holder of each of the Class A shares, Class B shares,
Class C shares and Advisor Class shares of the Fund, plus
reimbursement for out-of-pocket expenses. The transfer agency
fee with respect to the Class B and Class C shares is higher than
the transfer agency fee with respect to the Class A shares and
Advisor Class shares, reflecting the additional costs associated
with the Class B and Class C contingent deferred sales charges.
For the fiscal year ended June 30, 1999, the Fund paid AFS
$437,153 for transfer agency services.
_______________________________________________________________
PURCHASE OF SHARES
_______________________________________________________________
The following information supplements that set forth in
the Fund's Prospectus under the heading "Purchase and Sale of
Shares--How To Buy Shares."
General
Shares of the Fund are offered on a continuous basis at
a price equal to their net asset value plus an initial sales
charge at the time of purchase ("Class A shares"), with a
contingent deferred sales charge ("Class B shares"), without any
initial sales charge and, as long as the shares are held for one
year or more, without any contingent deferred sales charge
("Class C shares"), or, to investors eligible to purchase Advisor
Class shares, without any initial, contingent deferred or asset-
based sales charge, in each case as described below. Shares of
the Fund that are offered subject to a sales charge are offered
through (i) investment dealers that are members of the National
Association of Securities Dealers, Inc. and have entered into
selected dealer agreements with the Principal Underwriter
("selected dealers"), (ii) depository institutions and other
financial intermediaries or their affiliates, that have entered
into selected agent agreements with the Principal Underwriter
("selected agents"), and (iii) the Principal Underwriter.
27
<PAGE>
Advisor Class shares of the Fund may be purchased and
held solely (i) through accounts established under fee-based
programs, sponsored and maintained by registered broker-dealers
or other financial intermediaries and approved by the Principal
Underwriter, (ii) through self-directed defined contribution
employee benefit plans (e.g., 401(k) plans) that have at least
1,000 participants or $25 million in assets, (iii) by the
categories of investors described in clauses (i) through (iv)
below under "--Sales at Net Asset Value" (other than officers,
directors and present and full-time employees of selected dealers
or agents, or relatives of such person, or any trust, individual
retirement account or retirement plan account for the benefit of
such relative, none of whom is eligible on the basis solely of
such status to purchase and hold Advisor Class shares) or,
(iv) by directors and present or retired full-time employees of
CB Richard Ellis, Inc. Generally, a fee-based program must
charge an asset-based or other similar fee and must invest at
least $250,000 in Advisor Class shares of the Fund in order to be
approved by the Principal Underwriter for investment in Advisor
Class shares.
Investors may purchase shares of the Fund either through
selected broker-dealers, agents, financial intermediaries or
other financial representatives or directly through the Principal
Underwriter. A transaction, service, administrative or other
similar fee may be charged by your broker-dealer, agent,
financial intermediary or other financial representative with
respect to the purchase, sale or exchange of Class A, Class B,
Class C or Advisor Class shares made through such financial
representative. Such financial representative may also impose
requirements with respect to the purchase, sale or exchange of
shares that are different from, or in addition to, those imposed
by the Fund, including requirements as to the minimum initial and
subsequent investment amounts. Sales personnel of selected
dealers and agents distributing the Fund's shares may receive
differing compensation for selling Class A, Class B, Class C or
Advisor Class shares.
The Fund may refuse any order for the purchase of
shares. The Fund reserves the right to suspend the sale of its
shares to the public in response to conditions in the securities
markets or for other reasons.
The public offering price of shares of the Fund is their
net asset value, plus, in the case of Class A shares, a sales
charge which will vary depending on the purchase alternative
chosen by the investor, as shown in the table below under "-
- -Class A Shares." On each Fund business day on which a purchase
or redemption order is received by the Fund and trading in the
types of securities in which the Fund invests might materially
affect the value of Fund shares, the per share net asset value is
28
<PAGE>
computed in accordance with the Fund's Agreement and Declaration
of Trust and By-Laws as of the next close of regular trading on
the Exchange (currently 4:00 p.m. Eastern time) by dividing the
value of the Fund's total assets, less its liabilities, by the
total number of its shares then outstanding. A Fund business day
is any day on which the Exchange is open for trading.
The respective per share net asset values of the
Class A, Class B, Class C and Advisor Class shares are expected
to be substantially the same. Under certain circumstances,
however, the per share net asset values of the Class B and
Class C shares may be lower than the per share net asset values
of the Class A and Advisor Class shares, as a result of the
differential daily expense accruals of the distribution and
transfer agency fees applicable with respect to those classes of
shares. Even under those circumstances, the per share net asset
values of the four classes eventually will tend to converge
immediately after the payment of dividends, which will differ by
approximately the amount of the expense accrual differential
among the classes.
The Fund will accept unconditional orders for its shares
to be executed at the public offering price equal to their net
asset value next determined (plus applicable Class A sales
charges), as described below. Orders received by the Principal
Underwriter prior to the close of regular trading on the Exchange
on each day the Exchange is open for trading are priced at the
net asset value computed as of the close of regular trading on
the Exchange on that day (plus applicable Class A sales charges).
In the case of orders for purchase of shares placed through
selected dealers, agents or financial representatives, as
applicable, the applicable public offering price will be the net
asset value as so determined, but only if the selected dealer,
agent or financial representative receives the order prior to the
close of regular trading on the Exchange and transmits it to the
Principal Underwriter prior to 5:00 p.m. Eastern time. The
selected dealer, agent or financial representative, as
applicable, is responsible for transmitting such orders by
5:00 p.m. Eastern time (certain selected dealers, agents or
financial representatives may enter into operating agreements
permitting them to transmit purchase information to the Principal
Underwriter after 5:00 p.m. Eastern time and receive that day's
net asset value). If the selected dealer, agent or financial
representative fails to do so, the investor's right to that day's
closing price must be settled between the investor and the
selected dealer, agent or financial representative, as
applicable. If the selected dealer, agent or financial
representative, as applicable, receives the order after the close
of regular trading on the Exchange, the price will be based on
the net asset value determined as of the close of regular trading
on the Exchange on the next day it is open for trading.
29
<PAGE>
Following the initial purchase of Fund shares, a
shareholder may place orders to purchase additional shares by
telephone if the shareholder has completed the appropriate
portion of the Subscription Application or an "Autobuy"
application obtained by calling the "For Literature" telephone
number shown on the cover of this Statement of Additional
Information. Except with respect to certain omnibus accounts,
telephone purchase orders may not exceed $500,000. Payment for
shares purchased by telephone can be made only by electronic
funds transfer from a bank account maintained by the shareholder
at a bank that is a member of the National Automated Clearing
House Association ("NACHA"). If a shareholder's telephone
purchase request is received before 3:00 p.m. Eastern time on a
Fund business day, the order to purchase shares is automatically
placed the following Fund business day, and the applicable public
offering price will be the public offering price determined as of
the close of business on such following business day.
Full and fractional shares are credited to a
subscriber's account in the amount of his or her subscription. As
a convenience to the subscriber, and to avoid unnecessary expense
to the Fund, share certificates representing shares of the Fund
are not issued except upon written request to the Fund by the
shareholder or his or her authorized selected dealer or agent.
This facilitates later redemption and relieves the shareholder of
the responsibility for and inconvenience of lost or stolen
certificates. No certificates are issued for fractional shares,
although such shares remain in the shareholder's account on the
books of the Fund.
In addition to the discount or commission paid to
dealers or agents, the Principal Underwriter from time to time
pays additional cash or other incentives to dealers or agents, in
connection with the sale of shares of the Fund. Such additional
amounts may be utilized, in whole or in part, to provide
additional compensation to registered representatives who sell
shares of the Fund. On some occasions, such cash or other
incentives may take the form of payment for attendance at
seminars, meals, sporting events or theater performances, or
payment for travel, lodging and entertainment incurred in
connection with travel taken by persons associated with a dealer
or agent to locations within or outside the United States. Such
dealer or agent may elect to receive cash incentives of
equivalent amount in lieu of such payments.
Class A, Class B, Class C and Advisor Class shares each
represent an interest in the same portfolio of investments of the
Fund, have the same rights and are identical in all respects,
except that (i) Class A shares bear the expense of the initial
sales charge (or contingent deferred sales charge, when
applicable) and Class B and Class C shares bear the expense of
30
<PAGE>
the contingent deferred sales charge, (ii) Class B shares and
Class C shares each bear the expense of a higher distribution
services fee than that borne by Class A shares, and Advisor Class
shares do not bear such a fee, (iii) Class B and Class C shares
bear higher transfer agency costs than those borne by Class A and
Advisor Class shares, (iv) each of Class A, Class B and Class C
shares has exclusive voting rights with respect to provisions of
the Rule 12b-1 Plan pursuant to which its distribution services
fee is paid and other matters for which separate class voting is
appropriate under applicable law, provided that, if the Fund
submits to a vote of the Class A shareholders, an amendment to
the Rule 12b-1 Plan that would materially increase the amount to
be paid thereunder with respect to the Class A shares, then such
amendment will also be submitted to the Class B and Advisor Class
shareholders and the Class A shareholders, Class B shareholders
and the Advisor Class shareholders will vote separately by class,
and (v) Class B and Advisor Class shares are subject to a
conversion feature. Each class has different exchange privileges
and certain different shareholder service options available.
The Trustees of the Fund have determined that currently
no conflict of interest exists between or among the Class A,
Class B, Class C and Advisor Class shares. On an ongoing basis,
the Trustees of the Fund, pursuant to their fiduciary duties
under the 1940 Act and state law, will seek to ensure that no
such conflict arises.
Alternative Retail Purchase Arrangements -- Class A, Class B and
Class C Shares***
The alternative purchase arrangements available with
respect to Class A, Class B and Class C shares permit an investor
to choose the method of purchasing shares that is most beneficial
given the amount of the purchase, the length of time the investor
expects to hold the shares, and other circumstances. Investors
should consider whether, during the anticipated life of their
investment in the Fund, the accumulated distribution services fee
and contingent deferred sales charges on Class B shares prior to
conversion, or the accumulated distribution services fee and
contingent deferred sales charges on Class C shares, would be
less than the initial sales charge and accumulated distribution
services fee on Class A shares purchased at the same time, and to
what extent such differential would be offset by the higher
return of Class A shares. Class A shares will normally be more
beneficial than Class B shares to the investor who qualifies for
reduced initial sales charges on Class A shares, as described
below. In this regard, the Principal Underwriter will reject any
____________________
*** Advisor Class shares are sold only to investors described
above in this section under "--General."
31
<PAGE>
order (except orders from certain retirement plans and certain
employee benefit plans) for more than $250,000 for Class B
shares. (See Appendix C for information concerning the
eligibility of certain employee benefit plans to purchase Class B
shares at net asset value without being subject to a contingent
deferred sales charge and the ineligibility of certain such plans
to purchase Class A shares.) Class C shares will normally not be
suitable for the investor who qualifies to purchase Class A
shares at net asset value. For this reason, the Principal
Underwriter will reject any order for more than $1,000,000 for
Class C shares.
Class A shares are subject to a lower distribution
services fee and, accordingly, pay correspondingly higher
dividends per share than Class B shares or Class C shares.
However, because initial sales charges are deducted at the time
of purchase, investors purchasing Class A shares would not have
all their funds invested initially and, therefore, would
initially own fewer shares. Investors not qualifying for reduced
initial sales charges who expect to maintain their investment for
an extended period of time might consider purchasing Class A
shares because the accumulated continuing distribution charges on
Class B shares or Class C shares may exceed the initial sales
charge on Class A shares during the life of the investment.
Again, however, such investors must weigh this consideration
against the fact that, because of such initial sales charges, not
all their funds will be invested initially.
Other investors might determine, however, that it would
be more advantageous to purchase Class B shares or Class C shares
in order to have all their funds invested initially, although
remaining subject to higher continuing distribution charges and
being subject to a contingent deferred sales charge for a four-
year and one-year period, respectively. For example, based on
current fees and expenses, an investor subject to the 4.25%
initial sales charge on Class A shares would have to hold his or
her investment approximately seven years for the Class C
distribution services fee to exceed the initial sales charge plus
the accumulated distribution services fee of Class A shares. In
this example, an investor intending to maintain his or her
investment for a longer period might consider purchasing Class A
shares. This example does not take into account the time value
of money, which further reduces the impact of the Class C
distribution services fees on the investment, fluctuations in net
asset value or the effect of different performance assumptions.
Those investors who prefer to have all of their funds
invested initially but may not wish to retain Fund shares for the
four-year period during which Class B shares are subject to a
contingent deferred sales charge may find it more advantageous to
purchase Class C shares.
32
<PAGE>
During the Fund's fiscal years ended on June 30, 1999,
1998 and 1997, the aggregate amount of underwriting commission
payable with respect to shares of the Fund were, $117,882,
$185,706 and $161,918, respectively. Of that amount, the
Principal Underwriter received the amounts of $24,411, $-0- and
$12,581, respectively, representing that portion of the sales
charges paid on shares of the Fund sold during the year which was
not reallowed to selected dealers (and was, accordingly, retained
by the Principal Underwriter). During the Fund's fiscal years
ended in 1999, 1998 and 1997, the Principal Underwriter received
contingent deferred sales charges of $1,787, $2,606 and $139,
respectively, on Class A shares, $117,118, $153,795 and $157,738,
respectively, on Class B shares, and $3,102, $6,763 and $2,605,
respectively, on Class C shares.
Class A Shares
The public offering price of Class A shares is the net
asset value plus a sales charge, as set forth below.
Sales Charge
Discount Or
Commission
As % of to Dealers
As % of the Public or Agents
Amount of Net Amount Offering As % of
Purchase Invested Price Offering Price
_________ __________ __________ ______________
Less than
$100,000 4.44% 4.25% 4.00%
$100,000 but
less than
$250,000 3.36 3.25 3.00
$250,000 but
less than
$500,000 2.30 2.25 2.00
$500,000 but
less than
$1,000,000* 1.78 1.75 1.50
____________________
* There is no initial sales charge on transactions of $1,000,000
or more.
With respect to purchases of $1,000,000 or more, Class A
shares redeemed within one year of purchase will be subject to a
contingent deferred sales charge equal to 1% of the lesser of the
cost of the shares being redeemed or their net asset value at the
time of redemption. Accordingly, no sales charge will be imposed
33
<PAGE>
on increases in net asset value above the initial purchase price.
In addition, no charge will be assessed on shares derived from
reinvestment of dividends or capital gain distributions. The
contingent deferred sales charge on Class A shares will be waived
on certain redemptions, as described below under "--Class B
Shares." In determining the contingent deferred sales charge
applicable to a redemption of Class A shares, it will be assumed
that the redemption is, first, of any shares that are not subject
to a contingent deferred sales charge (for example, because an
initial sales charge was paid with respect to the shares, or they
have been held beyond the period during which the charge applies
or were acquired upon the reinvestment of dividends or
distributions) and, second, of shares held longest during the
time they are subject to the sales charge. Proceeds from the
contingent deferred sales charge on Class A shares are paid to
the Principal Underwriter and are used by the Principal
Underwriter to defray the expenses of the Principal Underwriter
related to providing distribution-related services to the Fund in
connection with the sales of Class A shares, such as the payment
of compensation to selected dealers and agents for selling
Class A shares. With respect to purchases of $1,000,000 or more
made through selected dealers or agents, the Adviser may,
pursuant to the Distribution Services Agreement described above,
pay such dealers or agents from its own resources a fee of up to
1% of the amount invested to compensate such dealers or agents
for their distribution assistance in connection with such
purchases.
No initial sales charge is imposed on Class A shares
issued (i) pursuant to the automatic reinvestment of income
dividends or capital gains distributions, or (ii) in exchange for
Class A shares of other "Alliance Mutual Funds" (as that term is
defined under "Combined Purchase Privilege" below), except that
an initial sales charge will be imposed on Class A shares issued
in exchange for Class A shares of AFD Exchange Reserves ("AFDER")
that were purchased for cash without the payment of an initial
sales charge and without being subject to a contingent deferred
sales charge or (iii) upon the automatic conversion of Class B
shares or Advisor Class shares as described below under "Class B
Shares--Conversion Feature" and "--Conversion of Advisor Class
Shares to Class A Shares." The Fund receives the entire net
asset value of its Class A shares sold to investors. The
Principal Underwriter's commission is the sales charge shown
above less any applicable discount or commission "reallowed" to
selected dealers and agents. The Principal Underwriter will
reallow discounts to selected dealers and agents in the amounts
indicated in the table above. In this regard, the Principal
Underwriter may elect to reallow the entire sales charge to
selected dealers and agents for all sales with respect to which
orders are placed with the Principal Underwriter. A selected
dealer who receives reallowance in excess of 90% of such a sales
34
<PAGE>
charge may be deemed to be an "underwriter" under the Securities
Act.
Investors choosing the initial sales charge alternative
may under certain circumstances be entitled to pay (i) no initial
sales charge (but may be subject in most such cases to a
contingent deferred sales charge) or (ii) a reduced initial sales
charge. The circumstances under which such investors may pay a
reduced initial sales charge are described below.
Combined Purchase Privilege. Certain persons may
qualify for the sales charge reductions indicated in the schedule
of such charges above by combining purchases of shares of the
Fund into a single "purchase," if the resulting "purchase" totals
at least $100,000. The term "purchase" refers to: (i) a single
purchase by an individual, or to concurrent purchases, which in
the aggregate are at least equal to the prescribed amounts, by an
individual, his or her spouse and their children under the age of
21 years purchasing shares of the Fund for his, her or their own
account(s); (ii) a single purchase by a trustee or other
fiduciary purchasing shares for a single trust, estate or single
fiduciary account although more than one beneficiary is involved;
or (iii) a single purchase for the employee benefit plans of a
single employer. The term "purchase" also includes purchases by
any "company," as the term is defined in the 1940 Act, but does
not include purchases by any such company which has not been in
existence for at least six months or which has no purpose other
than the purchase of shares of the Fund or shares of other
registered investment companies at a discount. The term
"purchase" does not include purchases by any group of individuals
whose sole organizational nexus is that the participants therein
are credit card holders of a company, policy holders of an
insurance company, customers of either a bank or broker-dealer or
clients of an investment adviser. A "purchase" may also include
shares, purchased at the same time through a single selected
dealer or agent, of any other "Alliance Mutual Fund." Currently,
the Alliance Mutual Funds include:
AFD Exchange Reserves
Alliance All-Asia Investment Fund, Inc.
Alliance Balanced Shares, Inc.
Alliance Bond Fund, Inc.
-Corporate Bond Portfolio
-Quality Bond Portfolio
-U.S. Government Portfolio
Alliance Global Dollar Government Fund, Inc.
Alliance Global Environment Fund, Inc.
Alliance Global Small Cap Fund, Inc.
Alliance Global Strategic Income Trust, Inc.
Alliance Greater China '97 Fund, Inc.
Alliance Growth and Income Fund, Inc.
35
<PAGE>
Alliance Health Care Fund, Inc.
Alliance High Yield Fund, Inc.
Alliance International Fund
Alliance International Premier Growth Fund, Inc.
Alliance Limited Maturity Government Fund, Inc.
Alliance Mortgage Securities Income Fund, Inc.
Alliance Multi-Market Strategy Trust, Inc.
Alliance Municipal Income Fund, Inc.
-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
Alliance New Europe Fund, Inc.
Alliance North American Government Income Trust, Inc.
Alliance Premier Growth Fund, Inc.
Alliance Quasar Fund, Inc.
Alliance Real Estate Investment Fund, Inc.
Alliance Technology Fund, Inc.
Alliance Utility Income Fund, Inc.
Alliance Worldwide Privatization Fund, Inc.
The Alliance Fund, Inc.
The Alliance Portfolios
-Alliance Growth Fund
-Alliance Conservative Investors Fund
-Alliance Growth Investors Fund
-Alliance Short-Term U.S. Government Fund
Prospectuses for the Alliance Mutual Funds may be
obtained without charge by contacting AFS at the address or the
"For Literature" telephone number shown on the front cover of
this Statement of Additional Information.
Cumulative Quantity Discount (Right Of Accumulation). An
investor's purchase of additional Class A shares of the Fund may
qualify for a Cumulative Quantity Discount. The applicable sales
charge will be based on the total of:
(i) the investor's current purchase;
36
<PAGE>
(ii) the net asset value (at the close of business on
the previous day) of (a) all shares of the Fund
held by the investor and (b) all shares of any
other Alliance Mutual Fund held by the investor;
and
(iii) the net asset value of all shares described in
paragraph (ii) owned by another shareholder
eligible to combine his or her purchase with that
of the investor into a single "purchase" (see
above).
For example, if an investor owned shares of an Alliance
Mutual Fund worth $200,000 at their then current net asset value
and, subsequently, purchased Class A shares of the Fund worth an
additional $100,000, the sales charge for the $100,000 purchase
would be at the 2.25% rate applicable to a single $300,000
purchase of shares of the Fund, rather than the 3.25% rate.
To qualify for the Combined Purchase Privilege or to
obtain the Cumulative Quantity Discount on a purchase through a
selected dealer or agent, the investor or selected dealer or
agent must provide the Principal Underwriter with sufficient
information to verify that each purchase qualifies for the
privilege or discount.
Statement Of Intention. Class A investors may also
obtain the reduced sales charges shown in the table above by
means of a written Statement of Intention, which expresses the
investor's intention to invest not less than $100,000 within a
period of 13 months in Class A shares (or Class A, Class B,
Class C and/or Advisor Class shares) of the Fund or any other
Alliance Mutual Fund. Each purchase of shares under a Statement
of Intention will be made at the public offering price or prices
applicable at the time of such purchase to a single transaction
of the dollar amount indicated in the Statement of Intention. At
the investor's option, a Statement of Intention may include
purchases of shares of the Fund or any other Alliance Mutual Fund
made not more than 90 days prior to the date that the investor
signs a Statement of Intention; however, the 13-month period
during which the Statement of Intention is in effect will begin
on the date of the earliest purchase to be included.
Investors qualifying for the Combined Purchase Privilege
described above may purchase shares of the Alliance Mutual Funds
under a single Statement of Intention. For example, if at the
time an investor signs a Statement of Intention to invest at
least $100,000 in Class A shares of the Fund, the investor and
the investor's spouse each purchase shares of the Fund worth
$20,000 (for a total of $40,000), it will only be necessary to
invest a total of $60,000 during the following 13 months in
37
<PAGE>
shares of the Fund or any other Alliance Mutual Fund, to qualify
for the 3.25% sales charge on the total amount being invested
(the sales charge applicable to an investment of $100,000).
The Statement of Intention is not a binding obligation
upon the investor to purchase the full amount indicated. The
minimum initial investment under a Statement of Intention is 5%
of such amount. Shares purchased with the first 5% of such
amount will be held in escrow (while remaining registered in the
name of the investor) to secure payment of the higher sales
charge applicable to the shares actually purchased if the full
amount indicated is not purchased, and such escrowed shares will
be involuntarily redeemed to pay the additional sales charge, if
necessary. Dividends on escrowed shares, whether paid in cash or
reinvested in additional Fund shares, are not subject to escrow.
When the full amount indicated has been purchased, the escrow
will be released. To the extent that an investor purchases more
than the dollar amount indicated on the Statement of Intention
and qualifies for a further reduced sales charge, the sales
charge will be adjusted for the entire amount purchased at the
end of the 13-month period. The difference in the sales charge
will be used to purchase additional shares of the Fund subject to
the rate of the sales charge applicable to the actual amount of
the aggregate purchases.
Investors wishing to enter into a Statement of Intention
in conjunction with their initial investment in Class A shares of
the Fund should complete the appropriate portion of the
Subscription Application found in the Prospectus while current
Class A shareholders desiring to do so can obtain a form of
Statement of Intention by contacting AFS at the address or
telephone numbers shown on the cover of this Statement of
Additional Information.
Certain Retirement Plans. Multiple participant payroll
deduction retirement plans may also purchase shares of the Fund
or any other Alliance Mutual Fund at a reduced sales charge on a
monthly basis during the 13-month period following such a plan's
initial purchase. The sales charge applicable to such initial
purchase of shares of the Fund will be that normally applicable,
under the schedule of sales charges set forth in this Statement
of Additional Information, to an investment 13 times larger than
such initial purchase. The sales charge applicable to each
succeeding monthly purchase will be that normally applicable,
under such schedule, to an investment equal to the sum of (i) the
total purchase previously made during the 13-month period and
(ii) the current month's purchase multiplied by the number of
months (including the current month) remaining in the 13-month
period. Sales charges previously paid during such period will
not be retroactively adjusted on the basis of later purchases.
38
<PAGE>
Reinstatement Privilege. A shareholder who has caused
any or all of his or her Class A or Class B shares of the Fund to
be redeemed or repurchased may reinvest all or any portion of the
redemption or repurchase proceeds in Class A shares of the Fund
at net asset value without any sales charge, provided that
(i) such reinvestment is made within 120 calendar days after the
redemption or repurchase date and (ii) for Class B shares, a
contingent deferred sales charge has been paid and the Principal
Underwriter has approved, at its discretion, the reinvestment of
such shares. Shares are sold to a reinvesting shareholder at the
net asset value next determined as described above. A
reinstatement pursuant to this privilege will not cancel the
redemption or repurchase transaction; therefore, any gain or loss
so realized will be recognized for federal income tax purposes
except that no loss will be recognized to the extent that the
proceeds are reinvested in shares of the Fund within 30 calendar
days after the redemption or repurchase transaction. Investors
may exercise the reinstatement privilege by written request sent
to the Fund at the address shown on the cover of this Statement
of Additional Information.
Sales at Net Asset Value. The Fund may sell its Class A
shares at net asset value (i.e., without an initial sales charge)
and without a contingent deferred sales charge to certain
categories of investors including:
(i) investment management clients of the Adviser or
its affiliates;
(ii) officers and present or former Trustees of the
Fund; present or former directors and trustees of
other investment companies managed by the
Adviser; present or retired full-time employees
of the Adviser, the Principal Underwriter, AFS
and their affiliates; officers and directors of
ACMC, the Principal Underwriter, AFS and their
affiliates; officers, directors and present and
full-time employees of selected dealers or
agents; or the spouse, sibling, direct ancestor
or direct descendant (collectively, "relatives")
of any such person; or any trust, individual
retirement account or retirement plan account for
the benefit of any such person or relative; or
the estate of any such person or relative, if
such shares are purchased for investment purposes
(such shares may not be resold except to the
Fund);
(iii) the Adviser, the Principal Underwriter, AFS and
their affiliates; certain employee benefit plans
39
<PAGE>
for employees of the Adviser, the Principal
Underwriter, AFS and their affiliates;
(iv) registered investment advisers or other financial
intermediaries who charge a management,
consulting or other fee for their services and
who purchase shares through a broker or agent
approved by the Principal Underwriter and clients
of such registered investment advisers or
financial intermediaries whose accounts are
linked to the master account of such investment
adviser or financial intermediary on the books of
such approved broker or agent;
(v) persons who were shareholders of the Fund before
the commencement of sales of shares of the Fund
subject to a sales charge;
(vi) persons participating in a fee-based program,
sponsored and maintained by a registered broker-
dealer or other financial intermediary and
approved by the Principal Underwriter, pursuant
to which persons pay an asset-based fee to such
broker-dealer or financial intermediary, or its
affiliates or agents, for services in the nature
of investment advisory or administrative
services; and
(vii) employer-sponsored qualified pensions or profit-
sharing plans (including Section 401(k) plans),
custodial accounts maintained pursuant to Section
403(b)(7) retirement plans and individual
retirement accounts (including individual
retirement accounts to which simplified employee
pension ("SEP") contributions are made), if such
plans or accounts are established or administered
under programs sponsored by administrators or
other persons that have been approved by the
Principal Underwriter.
Class B Shares
Investors may purchase Class B shares at the public
offering price equal to the net asset value per share of the
Class B shares on the date of purchase without the imposition of
a sales charge at the time of purchase. The Class B shares are
sold without an initial sales charge so that the Fund will
receive the full amount of the investor's purchase payment.
Proceeds from the contingent deferred sales charge on
Class B are paid to the Principal Underwriter and are used by the
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Principal Underwriter to defray the expenses of the Principal
Underwriter related to providing distribution-related services to
the Fund in connection with the sale of the Class B shares, such
as the payment of compensation to selected dealers and agents for
selling Class B shares. The combination of the contingent
deferred sales charge and the distribution services fee enables
the Fund to sell the Class B shares without a sales charge being
deducted at the time of purchase. The higher distribution
services fee incurred by Class B shares will cause such shares to
have a higher expense ratio and to pay lower dividends than those
related to Class A shares.
Contingent Deferred Sales Charge. Class B shares that
are redeemed within four years of purchase will be subject to a
contingent deferred sales charge at the rates set forth below
charged as a percentage of the dollar amount subject thereto. The
charge will be assessed on an amount equal to the lesser of the
cost of the shares being redeemed or their net asset value at the
time of redemption. Accordingly, no sales charge will be imposed
on increases in net asset value above the initial purchase price.
In addition, no charge will be assessed on shares derived from
reinvestment of dividends or capital gains distributions.
To illustrate, assume that on or after November 19, 1993
an investor purchased 100 Class B shares at $10 per share (at a
cost of $1,000) and in the second year after purchase, the net
asset value per share is $12 and, during such time, the investor
has acquired 10 additional Class B shares upon dividend
reinvestment. If at such time the investor makes his or her
first redemption of 50 Class B shares (proceeds of $600), 10
Class B shares will not be subject to charge because of dividend
reinvestment. With respect to the remaining 40 Class B shares,
the charge is applied only to the original cost of $10 per share
and not to the increase in net asset value of $2 per share.
Therefore, $400 of the $600 redemption proceeds will be charged
at a rate of 3.0% (the applicable rate in the second year after
purchase as set forth below).
The amount of the contingent deferred sales charge, if
any, will vary depending on the number of years from the time of
payment for the purchase of Class B shares until the time of
redemption of such shares.
41
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Contingent Deferred Sales Charge as a %
of Dollar Amount Subject to Charge
Shares Purchased Shares Purchased
Before on or After
Year Since Purchase November 19, 1993 November 19, 1993
First 5.5% 4.0%
Second 4.5% 3.0%
Third 3.5% 2.0%
Fourth 2.5% 1.0%
Fifth 1.5% None
Sixth 0.5% None
Seventh and thereafter None None
In determining the contingent deferred sales charge
applicable to a redemption of Class B shares, it will be assumed
that the redemption is, first, of any shares that were acquired
upon the reinvestment of dividends or distributions and, second,
of shares held longest during the time they are subject to the
sales charge. When shares acquired in an exchange are redeemed,
the applicable contingent deferred sales charge and conversion
schedules will be the schedules that applied at the time of the
purchase of shares of the corresponding class of the Alliance
Mutual Fund originally purchased by the shareholder.
The contingent deferred sales charge is waived on
redemptions of shares (i) following the death or disability, as
defined in the Internal Revenue Code of 1986, as amended (the
"Code"), of a shareholder, (ii) to the extent that the redemption
represents a minimum required distribution from an individual
retirement account or other retirement plan to a shareholder who
has attained the age of 70-1/2, (iii) that had been purchased by
present or former Trustees of the Fund, by the relative of any
such person, by any trust, individual retirement account or
retirement plan account for the benefit of any such person or
relative, or by the estate of any such person or relative, or
(iv) pursuant to a systematic withdrawal plan (see "Shareholder
Services--Systematic Withdrawal Plan" below).
Conversion Feature. Eight years after the end of the
calendar month in which the shareholder's purchase order was
accepted, Class B shares will automatically convert to Class A
shares and will no longer be subject to a higher distribution
services fee. Such conversion will occur on the basis of the
relative net asset values of the two classes, without the
imposition of any sales load, fee or other charge. The purpose
of the conversion feature is to reduce the distribution services
fee paid by holders of Class B shares that have been outstanding
long enough for the Principal Underwriter to have been
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compensated for distribution expenses incurred in the sale of
such shares.
For purposes of conversion to Class A, Class B shares
purchased through the reinvestment of dividends and distributions
paid in respect of Class B shares in a shareholder's account will
be considered to be held in a separate sub-account. Each time
any Class B shares in the shareholder's account (other than those
in the sub-account) convert to Class A, an equal pro-rata portion
of the Class B shares in the sub-account will also convert to
Class A.
The conversion of Class B shares to Class A shares is
subject to the continuing availability of an opinion of counsel
to the effect that the conversion of Class B shares to Class A
shares does not constitute a taxable event under federal income
tax law. The conversion of Class B shares to Class A shares may
be suspended if such an opinion is no longer available at the
time such conversion is to occur. In that event, no further
conversions of Class B shares would occur, and shares might
continue to be subject to the higher distribution services fee
for an indefinite period which may extend beyond the period
ending eight years after the end of the calendar month in which
the shareholder's purchase order was accepted.
Class C Shares
Investors may purchase Class C shares at the public
offering price equal to the net asset value per share of the
Class C shares on the date of purchase without the imposition of
a sales charge either at the time of purchase or, as long as the
shares are held for one year or more, upon redemption. Class C
shares are sold without an initial sales charge so that the Fund
will receive the full amount of the investor's purchase payment
and, as long as the shares are held for one year or more, without
a contingent deferred sales charge so that the investor will
receive as proceeds upon redemption the entire net asset value of
his or her Class C shares. The Class C distribution services fee
enables the Fund to sell Class C shares without either an initial
or contingent deferred sales charge, as long as the shares are
held for one year or more. Class C shares do not convert to any
other class of shares of the Fund and incur higher distribution
services fees and transfer agency costs than Class A shares and
Advisor Class shares, and will thus have a higher expense ratio
and pay correspondingly lower dividends than Class A shares and
Advisor Class shares.
Class C shares that are redeemed within one year of
purchase will be subject to a contingent deferred sales charge of
1%, charged as a percentage of the dollar amount subject thereto.
The charge will be assessed on an amount equal to the lesser of
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the cost of the shares being redeemed or their net asset value at
the time of redemption. Accordingly, no sales charge will be
imposed on increases in net asset value above the initial
purchase price. In addition, no charge will be assessed on
shares derived from reinvestment of dividends or capital gains
distributions. The contingent deferred sales charge on Class C
shares will be waived on certain redemptions, as described above
under "--Class B Shares."
In determining the contingent deferred sales charge
applicable to a redemption of Class C shares, it will be assumed
that the redemption is, first, of any shares that are not subject
to a contingent deferred sales charge (for example, because the
shares have been held beyond the period during which the charge
applies or were acquired upon the reinvestment of dividends or
distributions) and, second, of shares held longest during the
time they are subject to the sales charge.
Proceeds from the contingent deferred sales charge are
paid to the Principal Underwriter and are used by the Principal
Underwriter to defray the expenses of the Principal Underwriter
related to providing distribution-related services to the Fund in
connection with the sale of the Class C shares, such as the
payment of compensation to selected dealers and agents for
selling Class C shares. The combination of the contingent
deferred sales charge and the distribution services fee enables
the Fund to sell the Class C shares without a sales charge being
deducted at the time of purchase. The higher distribution
services fee incurred by Class C shares will cause such shares to
have a higher expense ratio and to pay lower dividends than those
related to Class A shares and the Advisor Class shares.
Conversion of Advisor Class Shares to Class A Shares
Advisor Class shares may be held solely through the fee-
based program accounts, employee benefit plans and registered
investment advisory or other financial intermediary relationships
described above under "Purchase of Shares--General," and by
investment advisory clients of, and by certain other persons
associated with, the Adviser and its affiliates or the Fund. If
(i) a holder of Advisor Class shares ceases to participate in a
fee-based program or plan, or to be associated with the
investment adviser or financial intermediary in each case, that
satisfies the requirements to purchase shares set forth under
"Purchase of Shares--General" or (ii) the holder is otherwise no
longer eligible to purchase Advisor Class shares as described in
the Advisor Class Prospectus and this Statement of Additional
Information (each, a "Conversion Event"), then all Advisor Class
shares held by the shareholder will convert automatically to
Class A shares of the Fund during the calendar month following
the month in which the Fund is informed of the occurrence of the
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Conversion Event. The Fund will provide the shareholder with at
least 30 days' notice of the conversion. The failure of a
shareholder or a fee-based program to satisfy the minimum
investment requirements to purchase Advisor Class shares will not
constitute a Conversion Event. The conversion would occur on the
basis of the relative net asset values of the two classes and
without the imposition of any sales load, fee or other charge.
Class A shares currently bear a .30% distribution services fee.
Advisor Class shares do not have any distribution services fees.
As a result, Class A shares have a higher expense ratio and may
pay correspondingly lower dividends and have a lower net asset
value than Advisor Class shares.
The conversion of Advisor Class shares to Class A shares
is subject to the continuing availability of an opinion of
counsel to the effect that the conversion of Advisor Class shares
to Class A shares does not constitute a taxable event under
federal income tax law. The conversion of Advisor Class shares
to Class A shares may be suspended if such an opinion is no
longer available at the time such conversion is to occur. In
that event, the Advisor Class shareholder would be required to
redeem his Advisor Class shares, which would constitute a taxable
event under federal income tax law.
_______________________________________________________________
REDEMPTION AND REPURCHASE OF SHARES
_______________________________________________________________
The following information supplements that set forth in
the Fund's Prospectus under the heading "Purchase and Sale of
Shares--How to Sell Shares." If you are an Advisor Class
shareholder through an account established under a fee-based
program your fee-based program may impose requirements with
respect to the purchase, sale or exchange of Advisor Class shares
of the Fund that are different from those described herein. A
transaction fee may be charged by your financial representative
with respect to the purchase, sale or exchange of Advisor Class
shares made through such financial representative.
Redemption
Subject only to the limitations described below, the
Fund's Agreement and Declaration of Trust require that the Fund
redeem the shares tendered to it, as described below, at a
redemption price equal to their net asset value as next computed
following the receipt of shares tendered for redemption in proper
form. Except for any contingent deferred sales charge which may
be applicable to Class A, Class B or Class C shares, there is no
redemption charge. Payment of the redemption price will be made
within seven days after the Fund's receipt of such tender for
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<PAGE>
redemption. If a shareholder is in doubt about what documents
are required by his or her fee-based program or employee benefit
plan, the shareholder should contact his or her financial
representative.
The right of redemption may not be suspended or the date
of payment upon redemption postponed for more than seven days
after shares are tendered for redemption, except for any period
during which the Exchange is closed (other than customary weekend
and holiday closings) or during which the Commission determines
that trading thereon is restricted, or for any period during
which an emergency (as determined by the Commission) exists as a
result of which disposal by the Fund of securities owned by it is
not reasonably practicable or as a result of which it is not
reasonably practicable for the Fund fairly to determine the value
of its net assets, or for such other periods as the Commission
may by order permit for the protection of security holders of the
Fund.
Payment of the redemption price will be made in cash.
The value of a shareholder's shares on redemption or repurchase
may be more or less than the cost of such shares to the
shareholder, depending upon the market value of the Fund's
portfolio securities at the time of such redemption or
repurchase. Redemption proceeds on Class A, Class B and Class C
shares will reflect the deduction of the contingent deferred
sales charge, if any. Payment received by a shareholder upon
redemption or repurchase of his or her shares, assuming the
shares constitute capital assets in his or her hands, will result
in long-term or short-term capital gains (or loss) depending upon
the shareholder's holding period and basis in respect of the
shares redeemed.
To redeem shares of the Fund for which no share
certificates have been issued, the registered owner or owners
should forward a letter to the Fund containing a request for
redemption. The signature or signatures on the letter must be
guaranteed by an "eligible guarantor institution" as defined in
Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended.
To redeem shares of the Fund represented by share
certificates, the investor should forward the appropriate share
certificate or certificates, endorsed in blank or with blank
stock powers attached, to the Fund with the request that the
shares represented thereby, or a specified portion thereof, be
redeemed. The stock assignment form on the reverse side of each
share certificate surrendered to the Fund for redemption must be
signed by the registered owner or owners exactly as the
registered name appears on the face of the certificate or,
alternatively, a stock power signed in the same manner may be
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<PAGE>
attached to the share certificate or certificates or, where
tender is made by mail, separately mailed to the Fund. The
signature or signatures on the assignment form must be guaranteed
in the manner described above.
Telephone Redemption By Electronic Funds Transfer. Each
Fund shareholder is entitled to request redemption by electronic
fund transfer of shares for which no share certificates have been
issued by telephone at (800) 221-5672 by a shareholder who has
completed the appropriate portion of the Subscription Application
found in the Prospectus or, in the case of an existing
shareholder, an "Autosell" application obtained from AFS. A
telephone redemption request by electronic funds transfer may not
exceed $100,000 (except for certain omnibus accounts), and must
be made by 4:00 p.m. Eastern time on a Fund business day as
defined above. Proceeds of telephone redemptions will be sent by
electronic funds transfer to a shareholder's designated bank
account at a bank selected by the shareholder that is a member of
the NACHA.
Telephone Redemption By Check. Each Fund shareholder is
eligible to request redemption by check of Fund shares for which
no share certificates have been issued by telephone at
(800) 221-5672 before 4:00 p.m. Eastern time on a Fund business
day in an amount not exceeding $50,000. Proceeds of such
redemptions are remitted by check to the shareholder's address of
record. A shareholder otherwise eligible for telephone
redemption by check may cancel the privilege by written
instruction to AFS, or by checking the appropriate box on the
Subscription Application found in the Prospectus.
Telephone Redemptions--General. During periods of
drastic economic or market developments, such as the market break
of October 1987, it is possible that shareholders would have
difficulty in reaching AFS by telephone (although no such
difficulty was apparent at any time in connection with the 1987
market break). If a shareholder were to experience such
difficulty, the shareholder should issue written instructions to
AFS at the address shown on the cover of this Statement of
Additional Information. The Fund reserves the right to suspend
or terminate its telephone redemption service at any time without
notice. Telephone redemption by check is not available with
respect to shares (i) for which certificates have been issued,
(ii) held in nominee or "street name" accounts, (iii) held by a
shareholder who has changed his or her address of record within
the preceding 30 calendar days or (iv) held in any retirement
plan account. Neither the Fund nor the Adviser, the Principal
Underwriter or AFS will be responsible for the authenticity of
telephone requests for redemptions that the Fund reasonably
believes to be genuine. The Fund will employ reasonable
procedures in order to verify that telephone requests for
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<PAGE>
redemptions are genuine, including, among others, recording such
telephone instructions and causing written confirmations of the
resulting transactions to be sent to shareholders. If the Fund
did not employ such procedures, it could be liable for losses
arising from unauthorized or fraudulent telephone instructions.
Selected dealers or agents may charge a commission for handling
telephone requests for redemptions.
Repurchase
The Fund may repurchase shares through the Principal
Underwriter, selected financial intermediaries or selected
dealers or agents. The repurchase price will be the net asset
value next determined after the Principal Underwriter receives
the request (less the contingent deferred sales charge, if any,
with respect to the Class A, Class B and Class C shares), except
that requests placed through selected dealers or agents before
the close of regular trading on the Exchange on any day will be
executed at the net asset value determined as of such close of
regular trading on that day if received by the Principal
Underwriter prior to its close of business on that day (normally
5:00 p.m. Eastern time). The financial intermediary or selected
dealer or agent is responsible for transmitting the request to
the Principal Underwriter by 5:00 p.m. Eastern time (certain
selected dealers, agents or financial representatives may enter
into operating agreements permitting them to transmit purchase
information to the Principal Underwriter after 5:00 p.m. Eastern
time and receive that day's net asset value). If the financial
intermediary or selected dealer or agent fails to do so, the
shareholder's right to receive that day's closing price must be
settled between the shareholder and the dealer or agent. A
shareholder may offer shares of the Fund to the Principal
Underwriter either directly or through a selected dealer or
agent. Neither the Fund nor the Principal Underwriter charges a
fee or commission in connection with the repurchase of shares
(except for the contingent deferred sales charge, if any, with
respect to Class A, Class B and Class C shares). Normally, if
shares of the Fund are offered through a financial intermediary
or selected dealer or agent, the repurchase is settled by the
shareholder as an ordinary transaction with or through the
selected dealer or agent, who may charge the shareholder for this
service. The repurchase of shares of the Fund as described above
is a voluntary service of the Fund and the Fund may suspend or
terminate this practice at any time.
General
The Fund reserves the right to close out an account that
through redemption has remained below $200 for 90 days.
Shareholders will receive 60 days' written notice to increase the
account value before the account is closed. No contingent
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<PAGE>
deferred sales charge will be deducted from the proceeds of this
redemption. In the case of a redemption or repurchase of shares
of the Fund recently purchased by check, redemption proceeds will
not be made available until the Fund is reasonably assured that
the check has cleared, normally up to 15 calendar days following
the purchase date.
_______________________________________________________________
SHAREHOLDER SERVICES
_______________________________________________________________
The following information supplements that set forth in
the Fund's Prospectus under the heading "Purchase and Sale of
Shares--Shareholder Services." The shareholder services set
forth below are applicable to Class A, Class B, Class C and
Advisor Class shares unless otherwise indicated. If you are an
Advisor Class shareholder through an account established under a
fee-based program, your fee-based program may impose requirements
with respect to the purchase, sale or exchange of Advisor Class
shares of the Fund that are different from those described
herein. A transaction fee may be charged by your financial
representative with respect to the purchase, sale or exchange of
Advisor Class shares made through such financial representative.
Automatic Investment Program
Investors may purchase shares of the Fund through an
automatic investment program utilizing electronic funds transfer
drawn on the investor's own bank account. Under such a program,
pre-authorized monthly drafts for a fixed amount (at least $25)
are used to purchase shares through the selected dealer or
selected agent designated by the investor at the public offering
price next determined after the Principal Underwriter receives
the proceeds from the investor's bank. In electronic form,
drafts can be made on or about a date each month selected by the
shareholder. Investors wishing to establish an automatic
investment program in connection with their initial investment
should complete the appropriate portion of the Subscription
Application found in the Prospectus. Current shareholders should
contact AFS at the address or telephone numbers shown on the
cover of this Statement of Additional Information to establish an
automatic investment program.
Exchange Privilege
You may exchange your investment in the Fund for shares
of the same class of other Alliance Mutual Funds (including AFD
Exchange Reserves, a money market fund managed by the Adviser).
In addition, (i) present officers and full-time employees of the
Adviser, (ii) present Directors or Trustees of any Alliance
49
<PAGE>
Mutual Fund and (iii) certain employee benefit plans for
employees of the Adviser, the Principal Underwriter, AFS and
their affiliates may, on a tax-free basis, exchange Class A
shares of the Fund for Advisor Class shares of the Fund.
Exchanges of shares are made at the net asset value next
determined and without sales or service charges. Exchanges may be
made by telephone or written request. Telephone exchange
requests must be received by AFS by 4:00 p.m. Eastern time on a
Fund business day in order to receive that day's net asset value.
Shares will continue to age without regard to exchanges
for purposes of determining the CDSC, if any, upon redemption
and, in the case of Class B shares, for the purpose of conversion
to Class A shares. After an exchange, your Class B shares will
automatically convert to Class A shares in accordance with the
conversion schedule applicable to the Class B shares of the
Alliance Mutual Fund you originally purchased for cash ("original
shares"). When redemption occurs, the CDSC applicable to the
original shares is applied.
Please read carefully the prospectus of the mutual fund
into which you are exchanging before submitting the request.
Call AFS at (800)-221-5672 to exchange uncertificated shares.
Except with respect to exchanges of Class A shares of the Fund
for Advisor Class shares of the Fund, exchanges of shares as
described above in this section are taxable transactions for
federal income tax purposes. The exchange service may be
changed, suspended, or terminated on 60 days' written notice.
All exchanges are subject to the minimum investment
requirements and any other applicable terms set forth in the
Prospectus for the Alliance Mutual Fund whose shares are being
acquired. An exchange is effected through the redemption of the
shares tendered for exchange and the purchase of shares being
acquired at their respective net asset values as next determined
following receipt by the Alliance Mutual Fund whose shares are
being exchanged of (i) proper instructions and all necessary
supporting documents as described in such fund's Prospectus, or
(ii) a telephone request for such exchange in accordance with the
procedures set forth in the following paragraph. Exchanges
involving the redemption of shares recently purchased by check
will be permitted only after the Alliance Mutual Fund whose
shares have been tendered for exchange is reasonably assured that
the check has cleared, normally up to 15 calendar days following
the purchase date. Exchanges of shares of Alliance Mutual Funds
will generally result in the realization of a capital gain or
loss for federal income tax purposes.
Each Fund shareholder, and the shareholder's selected
dealer, agent, or financial representative, as applicable, are
authorized to make telephone requests for exchanges unless AFS,
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<PAGE>
receives written instruction to the contrary from the
shareholder, or the shareholder declines the privilege by
checking the appropriate box on the Subscription Application
found in the Prospectus. Such telephone requests cannot be
accepted with respect to shares then represented by share
certificates. Shares acquired pursuant to a telephone request for
exchange will be held under the same account registration as the
shares redeemed through such exchange.
Eligible shareholders desiring to make an exchange
should telephone AFS with their account number and other details
of the exchange, at (800) 221-5672 before 4:00 p.m., Eastern
time, on a Fund business day as defined above. Telephone
requests for exchanges received before 4:00 p.m. Eastern time on
a Fund business day will be processed as of the close of business
on that day. During periods of drastic economic or market
developments, such as the market break of October 1987, it is
possible that shareholders would have difficulty in reaching AFS
by telephone (although no such difficulty was apparent at any
time in connection with the 1987 market break). If a shareholder
were to experience such difficulty, the shareholder should issue
written instructions to AFS at the address shown on the cover of
this Statement of Additional Information.
A shareholder may elect to initiate a monthly "Auto
Exchange" whereby a specified dollar amount's worth of his or her
Fund shares (minimum $25) is automatically exchanged for shares
of another Alliance Mutual Fund. Auto Exchange transactions
normally occur on the 12th day of each month, or the Fund
business day prior thereto.
None of the Alliance Mutual Funds, the Adviser, the
Principal Underwriter or AFS will be responsible for the
authenticity of telephone requests for exchanges that the Fund
reasonably believes to be genuine. The Fund will employ
reasonable procedures in order to verify that telephone requests
for exchanges are genuine, including, among others, recording
such telephone instructions and causing written confirmations of
the resulting transactions to be sent to shareholders. If the
Fund did not employ such procedures, it could be liable for
losses arising from unauthorized or fraudulent telephone
instructions. Selected dealers, agents or financial
representative, as applicable, may charge a commission for
handling telephone requests for exchanges.
The exchange privilege is available only in states where
shares of the Alliance Mutual Fund being acquired may be legally
sold. Each Alliance Mutual Fund reserves the right, at any time
on 60 days' notice to its shareholders, to reject any order to
acquire its shares through exchange or otherwise to modify,
restrict or terminate the exchange privilege.
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Retirement Plans
The Fund may be a suitable investment vehicle for part
or all of the assets held in various types of retirement plans,
such as those listed below. The Fund has available forms of such
plans pursuant to which investments can be made in the Fund and
other Alliance Mutual Funds. Persons desiring information
concerning these plans should contact AFS at the "For Literature"
telephone number on the cover of this Statement of Additional
Information, or write to:
Alliance Fund Services, Inc.
Retirement Plans
P.O. Box 1520
Secaucus, New Jersey 07096-1520
Individual Retirement Account ("IRA"). Individuals who
receive compensation, including earnings from self-employment,
are entitled to establish and make contributions to an IRA.
Taxation of the income and gains paid to an IRA by the Fund is
deferred until distribution from the IRA. An individual's
eligible contribution to an IRA will be deductible if neither the
individual nor his or her spouse is an active participant in an
employer-sponsored retirement plan. If the individual or his or
her spouse is an active participant in an employer-sponsored
retirement plan, the individual's contributions to an IRA may be
deductible, in whole or in part, depending on the amount of the
adjusted gross income of the individual and his or her spouse.
Employer-Sponsored Qualified Retirement Plans. Sole
proprietors, partnerships and corporations may sponsor qualified
money purchase pension and profit-sharing plans, including
Section 401(k) plans ("qualified plans"), under which annual tax-
deductible contributions are made within prescribed limits based
on compensation paid to participating individuals. The minimum
initial investment requirement may be waived with respect to
certain of these qualified plans.
If the aggregate net asset value of shares of the
Alliance Mutual Funds held by a qualified plan reaches $1 million
on or before December 15 in any year, all Class B or Class C
shares of the Fund held by the plan can be exchanged, at the
plan's request, without any sales charge, for Class A shares of
the Fund.
Simplified Employee Pension Plan ("SEP"). Sole
proprietors, partnerships and corporations may sponsor a SEP
under which they make annual tax-deductible contributions to an
IRA established by each eligible employee within prescribed
limits based on employee compensation.
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403(b)(7) Retirement Plan. Certain tax-exempt
organizations and public educational institutions may sponsor
retirements plans under which an employee may agree that monies
deducted from his or her compensation (minimum $25 per pay
period) may be contributed by the employer to a custodial account
established for the employee under the plan.
The Alliance Plans Division of Frontier Trust Company, a
subsidiary of Equitable, which serves as custodian or trustee
under the retirement plan prototype forms available from the
Fund, charges certain nominal fees for establishing an account
and for annual maintenance. A portion of these fees is remitted
to AFS as compensation for its services to the retirement plan
accounts maintained with the Fund.
Distributions from retirement plans are subject to
certain Code requirements in addition to normal redemption
procedures. For additional information please contact Alliance
Fund Services, Inc.
Dividend Direction Plan
A shareholder who already maintains, in addition to his
or her Class A, Class B, Class C or Advisor Class Fund account, a
Class A, Class B, Class C or Advisor Class account with one or
more other Alliance Mutual Funds may direct that income dividends
and/or capital gains paid on the shareholder's Class A, Class B,
Class C or Advisor Class Fund shares be automatically reinvested,
in any amount, without the payment of any sales or service
charges, in shares of the same class of such other Alliance
Mutual Fund(s). Further information can be obtained by
contacting AFS at the address or the "For Literature" telephone
number shown on the cover of this Statement of Additional
Information. Investors wishing to establish a dividend direction
plan in connection with their initial investment should complete
the appropriate section of the Subscription Application found in
the Prospectus. Current shareholders should contact AFS to
establish a dividend direction plan.
Systematic Withdrawal Plan
General. Any shareholder who owns or purchases shares
of the Fund having a current net asset value of at least $4,000
(for quarterly or less frequent payments), $5,000 (for bi-monthly
payments) or $10,000 (for monthly payments) may establish a
systematic withdrawal plan under which the shareholder will
periodically receive a payment in a stated amount of not less
than $50 on a selected date. Systematic withdrawal plan
participants must elect to have their dividends and distributions
from the Fund automatically reinvested in additional shares of
the Fund.
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Shares of the Fund owned by a participant in the Fund's
systematic withdrawal plan will be redeemed as necessary to meet
withdrawal payments and such payments will be subject to any
taxes applicable to redemptions and, except as discussed below,
any applicable contingent deferred sales charge. Shares acquired
with reinvested dividends and distributions will be liquidated
first to provide such withdrawal payments and thereafter other
shares will be liquidated to the extent necessary, and depending
upon the amount withdrawn, the investor's principal may be
depleted. A systematic withdrawal plan may be terminated at any
time by the shareholder or the Fund.
Withdrawal payments will not automatically end when a
shareholder's account reaches a certain minimum level. Therefore,
redemptions of shares under the plan may reduce or even liquidate
a shareholder's account and may subject the shareholder to the
Fund's involuntary redemption provisions. See "Redemption and
Repurchase of Shares--General." Purchases of additional shares
concurrently with withdrawals are undesirable because of sales
charges when purchases are made. While an occasional lump-sum
investment may be made by a holder of Class A shares who is
maintaining a systematic withdrawal plan, such investment should
normally be an amount equivalent to three times the annual
withdrawal or $5,000, whichever is less.
Payments under a systematic withdrawal plan may be made
by check or electronically via the Automated Clearing House
("ACH") network. Investors wishing to establish a systematic
withdrawal plan in conjunction with their initial investment in
shares of the Fund should complete the appropriate portion of the
Subscription Application found in the Prospectus, while current
Fund shareholders desiring to do so can obtain an application
form by contacting AFS at the address or the "For Literature"
telephone number shown on the cover of this Statement of
Additional Information.
CDSC Waiver for Class B Shares and Class C shares. Under
a systematic withdrawal plan, up to 1% monthly, 2% bi-monthly or
3% quarterly of the value at the time of redemption of the
Class B or Class C shares in a shareholder's account may be
redeemed free of any contingent deferred sales charge.
With respect to Class B shares, the waiver applies only
with respect to shares acquired after July 1, 1995. Class B
shares that are not subject to a contingent deferred sales charge
(such as shares acquired with reinvested dividends or
distributions) will be redeemed first and will count toward the
foregoing limitations. Remaining Class B shares that are held
the longest will be redeemed next. Redemptions of Class B shares
in excess of the foregoing limitations will be subject to any
otherwise applicable contingent deferred sales charge.
54
<PAGE>
With respect to Class C shares, shares held the longest
will be redeemed first and will count toward the foregoing
limitations. Redemptions in excess of those limitations will be
subject to any otherwise applicable contingent deferred sales
charge.
Statements And Reports
Each shareholder of the Fund receives semi-annual and
annual reports which include a portfolio of investments,
financial statements and, in the case of the annual report, the
report of the Fund's independent auditors, Ernst & Young LLP, as
well as a confirmation of each purchase and redemption. By
contacting his or her broker or AFS, a shareholder can arrange
for copies of his or her account statements to be sent to another
person.
_______________________________________________________________
NET ASSET VALUE
_______________________________________________________________
The per share net asset value is computed in accordance
with the Fund's Agreement and Declaration of Trust and By-Laws at
the next close of regular trading on the Exchange (ordinarily
4:00 p.m. Eastern time) following receipt of a purchase or
redemption order by the Fund on each Fund business day on which
such order is received and on such other days as the Trustees
deem appropriate or necessary in order to comply with Rule 22c-1
under the 1940 Act. The Fund's per share net asset value is
calculated by dividing the value of the Fund's total assets, less
its liabilities, by the total number of its shares then
outstanding. A Fund business day is any weekday on which the
Exchange is open for trading.
In accordance with applicable rules under the 1940 Act,
portfolio securities are valued at current market value or at
fair value as determined in good faith by the Trustees. The
Trustees have delegated to the Adviser certain of their duties
with respect to the following procedures. Readily marketable
securities listed on the 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 valued, except as indicated below, at the
last sale price reflected on the consolidated tape at the close
of the Exchange or, in the case of a foreign securities exchange,
at the last quoted sales price, in each case on the business day
as of which such value is being determined. If there has been no
sale on such day, the securities are valued at the mean of the
closing bid and asked prices on such day. If no bid or asked
prices are quoted on such day, then the security is valued in
55
<PAGE>
good faith at fair value by, or in accordance with procedures
established by, the Trustees. Readily marketable securities not
listed on the Exchange or on a foreign securities exchange but
listed on other United States national securities exchanges or
traded on The Nasdaq Stock Market, Inc. are valued in like
manner. Portfolio securities traded on the Exchange and on one
or more foreign or other national securities exchanges, and
portfolio securities not traded on the Exchange but traded on one
or more foreign or other national securities exchanges are valued
in accordance with these procedures by reference to the principal
exchange on which the securities are traded.
Readily marketable securities traded in the over-the-
counter market, securities listed on a foreign securities
exchange whose operations are similar to those of the United
States over-the-counter market, and securities listed on a U.S.
national securities exchange whose primary market is believed to
be over-the-counter (but excluding securities traded on The
Nasdaq Stock Market, Inc.), are valued at the mean of the current
bid and asked prices as reported by Nasdaq or, in the case of
securities not quoted by Nasdaq, the National Quotation Bureau or
another comparable source.
Listed put or call options purchased by the Fund are
valued at the last sale price. If there has been no sale on that
day, such securities will be valued at the closing bid prices on
that day.
Open futures contracts and options thereon will be
valued using the closing settlement price or, in the absence of
such a price, the most recent quoted bid price. If there are no
quotations available for the day of valuations, the last
available closing settlement price will be used.
U.S. Government Securities and other debt instruments
having 60 days or less remaining until maturity are valued at
amortized cost if their original maturity was 60 days or less, or
by amortizing their fair value as of the 61st day prior to
maturity if their original term to maturity exceeded 60 days
(unless in either case the Trustees determine that this method
does not represent fair value).
Fixed-income securities may be valued on the basis of
prices provided by a pricing service when such prices are
believed to reflect the fair market value of such securities.
The prices provided by pricing services take into account many
factors, including institutional size, trading in similar groups
of securities and any developments related to specific
securities.
56
<PAGE>
All other assets of the Fund are valued in good faith at
fair value by, or in accordance with procedures established by
the Trustees.
Trading in securities on Far Eastern securities
exchanges and over-the-counter markets is normally completed well
before the close of business of each Fund business day. In
addition, trading in foreign markets may not take place on all
Fund business days. Furthermore, trading may take place in
various foreign markets on days that are not Fund business days.
The Fund's calculation of the net asset value per share
therefore, does not always take place contemporaneously with the
most recent determination of the prices of portfolio securities
in these markets. Events affecting the values of these portfolio
securities that occur between the time their prices are
determined in accordance with the above procedures and the close
of the Exchange will not be reflected in the Fund's calculation
of net asset value unless it is believed that these prices do not
reflect current market value, in which case the securities will
be valued in good faith by, or in accordance with procedures
established by, the Trustees at fair value.
The Trustees may suspend the determination of the Fund's
net asset value (and the offering and sale of shares), subject to
the rules of the Commission and other governmental rules and
regulations, at a time when: (1) the Exchange is closed, other
than customary weekend and holiday closings, (2) an emergency
exists as a result of which it is not reasonably practicable for
the Fund to dispose of securities owned by it or to determine
fairly the value of its net assets, or (3) for the protection of
shareholders, the Commission by order permits a suspension of the
right of redemption or a postponement of payment on the
redemption.
For purposes of determining the Fund's net asset value
per share, all assets and liabilities initially expressed in a
foreign currency will be converted into U.S. Dollars at the mean
of the current bid and asked prices of such currency against the
U.S. Dollar last quoted by a major bank that is a regular
participant in the relevant foreign exchange market or on the
basis of a pricing service that takes into account the quotes
provided by a number of such major banks. If such quotations are
not available as of the close of the Exchange, the rate of
exchange will be determined in good faith by, or under the
direction of, the Trustees.
The assets attributable to the Class A shares, Class B
shares, Class C shares and Advisor Class shares will be invested
together in a single portfolio. The net asset value of each
class will be determined separately by subtracting the
liabilities allocated to that class from the assets belonging to
57
<PAGE>
that class in conformance with the provisions of a plan adopted
by the Fund in accordance with Rule 18f-3 under the 1940 Act.
_______________________________________________________________
DIVIDENDS, DISTRIBUTIONS AND TAXES
_______________________________________________________________
Dividends paid by the Fund, if any, with respect to
Class A, Class B, Class C and Advisor Class shares will be
calculated in the same manner at the same time on the same day
and will be in the same amount, except that the higher
distribution services applicable to Class B and C shares, and any
incremental transfer agency costs relating to Class B and Class C
shares, will be borne exclusively by the class to which they
relate.
Foreign Income Taxes. Investment income received by the
Fund from sources within foreign countries may be subject to
foreign income taxes withheld at the source. The United States
has entered into tax treaties with many foreign countries which
entitle the Fund to a reduced rate of such taxes or exemption
from taxes on such income. It is impossible to determine the
effective rate of foreign tax in advance since the amount of the
Fund's assets to be invested within various countries is not
known.
U.S. Federal Income Taxes. The Fund intends for each
taxable year to qualify to be taxed as a "regulated investment
company" under the Code. To the extent that the Fund distributes
all of its taxable income and net capital gain to its
shareholders, qualification relieves the Fund of federal income
and excise taxes. Investors should consult their own counsel for
a complete understanding of the requirements the Fund must meet
to qualify for such treatment. The following discussion relates
solely to U.S. federal income taxes on dividends and
distributions by the Fund and assumes that the Fund qualifies as
a regulated investment company. Investors should consult their
own counsel for further details, including their entitlement to
foreign tax credits that might be "passed through" to them under
the rules described below, and the application of state and local
tax laws to his or her particular situation.
Income dividends and distributions of any realized
short-term capital gains are included in the income of U.S.
shareholders as ordinary income. Distributions of net capital
gain (i.e., the excess of net long-term capital gain over net
short-term capital loss) are taxable as long-term capital gain,
regardless of how long a shareholder has held shares in the Fund.
The investment objective of the Fund is such that only a small
58
<PAGE>
portion, if any, of the Fund's distributions is expected to
qualify for the dividends-received deduction for corporations.
Under current Federal tax law, the amount of an income
dividend or capital gains distribution declared by the Fund
during October, November or December of a year to shareholders of
record as of a specified date during such a month that is paid
during January of the following year is includable in the prior
year's taxable income of shareholders that are calendar year
taxpayers.
There is no fixed dividend rate and there can be no
assurance that the Fund will pay any dividends or realize any
gains. It is the Fund's intention to distribute to its
shareholders each fiscal year substantially all of such year's
net income and net realized capital gains, if any. The amount and
time of any such distribution must necessarily depend upon the
realization by the Fund of income and capital gains from
investments. Shareholders will be advised annually as to the tax
status of dividends and capital gains distributions.
A dividend or capital gains distribution with respect to
shares of the Fund held by a tax-deferred or qualified plan, such
as an individual retirement account, 403(b)(7) retirement plan or
corporate pension or profit-sharing plan, generally will not be
taxable to the plan. Distributions from such plans will be
taxable to individual participants under applicable tax rules
without regard to the character of the income earned by the
qualified plan.
Foreign Tax Credits. Income received by the Fund from
sources within various foreign countries may be subject to
foreign income tax. If more than 50% of the value of the Fund's
total assets at the close of its taxable year consists of the
stock or securities of foreign corporations, the Fund may elect
to "pass through" to the Fund's stockholders the amount of
foreign income taxes paid by the Fund. Pursuant to such
election, a stockholder would be required: (i) to include in
gross income his pro-rata share of foreign taxes paid by the
Fund; (ii) to treat his pro-rata share of such foreign taxes as
having been paid by him; and (iii) either to deduct his pro-rata
share of foreign taxes in computing his taxable income, or to use
it as a foreign tax credit against Federal income taxes (but not
both). No deduction for foreign taxes could be claimed by a
shareholder who does not itemize deductions. In addition,
certain shareholders may be subject to rules which limit their
ability to fully deduct, or claim a credit for, their pro rata
share of the foreign taxes paid by the Fund. A shareholder's
foreign tax credit with respect to a dividend received from the
Fund will be disallowed unless the shareholder holds shares in
the Fund on the ex-dividend date and for at least 15 other days
59
<PAGE>
during the 30-day period beginning 15 days prior to the ex-
dividend date.
The Fund has met for each fiscal year to date, and
intends to meet for each future fiscal year, the requirements of
the Code to "pass through" to its shareholders foreign income
taxes paid, but there can be no assurance that the Fund will be
able to do so. Each shareholder will be notified within 60 days
after the close of each taxable year of the Fund whether the
foreign taxes paid by the Fund will "pass through" for that year,
and, if so, the amount of each shareholder's pro-rata share (by
country) of (i) the foreign taxes paid, and (ii) the Fund's gross
income from foreign sources. Of course, shareholders who are not
liable for federal income taxes, such as retirement plans
qualified under Section 401 of the Code, will not be affected by
any such "pass through" of foreign tax credits.
Backup Withholding. The Fund may be required to
withhold United States federal income tax at the rate of 31% of
all distributions payable to shareholders who fail to provide the
Fund with their correct taxpayer identification numbers or to
make required certifications, or who have been notified by the
Internal Revenue Service that they are subject to backup
withholding. Corporate shareholders and certain other
shareholders specified in the Code are exempt from such backup
withholding. Backup withholding is not an additional tax; any
amounts so withheld may be credited against a shareholder's
United States federal income tax liability or refunded.
Taxation of Foreign Stockholders. The foregoing
discussion relates only to U.S. Federal income tax law as it
affects shareholders who are U.S. residents or U.S. corporations.
The effects of federal income tax law on shareholders who are
non-resident aliens or foreign corporations may be substantially
different. Foreign investors should consult their counsel for
further information as to the U.S. tax consequences of receipt of
income from the Fund.
Currency Fluctuations - "Section 988" Gains or Losses.
Under the Code, gains or losses attributable to fluctuations in
exchange rates which occur between the time the Fund accrues
interest or other receivables or accrues expenses or other
liabilities denominated in a foreign currency and the time the
Fund actually collects such receivables or pays such liabilities
are treated as ordinary income or ordinary loss. Similarly,
gains or losses from the disposition of foreign currencies, from
the disposition of debt securities denominated in a foreign
currency, from the disposition of over-the-counter options with
respect to foreign currency, or from the disposition of a forward
contract denominated in a foreign currency (and from regulated
futures contracts and certain non-equity options if the Fund so
60
<PAGE>
elects) which are attributable to fluctuations in the value of
the foreign currency between the date of acquisition of the asset
and the date of disposition also are treated as ordinary income
or loss. These gains or losses, referred to under the Code as
"section 988" gains or losses, increase or decrease the amount of
the Fund's investment company taxable income available to be
distributed to its shareholders as ordinary income, rather than
increasing or decreasing the amount of the Fund's net capital
gain. Because section 988 losses reduce the amount of ordinary
dividends the Fund will be allowed to distribute for a taxable
year, such section 988 losses may result in all or a portion of
prior dividend distributions for such year being recharacterized
as a non-taxable return of capital to shareholders, rather than
as an ordinary dividend, reducing each shareholder's basis in his
Fund shares. To the extent that such distributions exceed such
shareholder's basis, each will be treated as a gain from the sale
of shares.
Options, Futures Contracts, and Forward Foreign Currency
Contracts. Certain listed options, forward foreign currency
contracts and regulated futures contracts are considered "section
1256 contracts" for Federal income tax purposes. Section 1256
contracts held by the Fund at the end of each taxable year will
be "marked to market" and treated for Federal income tax purposes
as though sold for fair market value on the last business day of
such taxable year. Gain or loss realized by the Fund on forward
foreign currency contracts will be treated as section 988 gain or
loss, as described above. In general, gain or loss realized by
the Fund on other types of section 1256 contracts will be
considered 60% long-term and 40% short-term capital gain or loss.
The Fund can elect to exempt its section 1256 contracts which are
part of a "mixed straddle" (as described below) from the
application of section 1256. These results could vary if the
Fund makes one or more elections available under sections 988 and
1256.
The Treasury Department has the authority to issue
regulations that would permit or require the Fund either to
integrate a foreign currency hedging transaction with the
investment that is hedged and treat the two as a single
transaction, or otherwise to treat the hedging transaction in a
manner that is consistent with the hedged investment. Regulations
under this authority generally should not apply to the type of
hedging transactions in which the Fund intends to engage.
Gain or loss realized by the Fund upon the lapse or sale
of put and call equity options held by the Fund will be either
long-term or short-term capital gain or loss depending upon the
Fund's holding period with respect to such option. However, gain
or loss realized upon the lapse or closing out of such options
that are written by the Fund will be treated as short-term
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<PAGE>
capital gain or loss. In general, if the Fund exercises an
option, or if an option that the Fund has written is exercised,
gain or loss on the option will not be separately recognized but
the premium received or paid will be included in the calculation
of gain or loss upon disposition of the property underlying the
option.
Gain or loss realized by the Fund on the lapse or sale
of put and call options on foreign currencies which are traded
over-the-counter or on certain foreign exchanges will be treated
as section 988 gain or loss and will therefore be characterized
as ordinary income or loss and will increase or decrease the
amount of the Fund's net investment income available to be
distributed to shareholders as ordinary income, as described
above. The amount of such gain or loss shall be determined by
subtracting the amount paid, if any, for or with respect to the
option (including any amount paid by the Fund upon termination of
an option written by the Fund) from the amount received, if any,
for or with respect to the option (including any amount received
by the Fund upon termination of an option held by the Fund). In
general, if the Fund exercises such an option on a foreign
currency, or if such an option that the Fund has written is
exercised, gain or loss on the option will be recognized in the
same manner as if the Fund had sold the option (or paid another
person to assume the Fund's obligation to make delivery under the
option) on the date on which the option is exercised, for the
fair market value of the option.
Tax Straddles. Any option, futures contract, or other
position entered into or held by the Fund in conjunction with any
other position held by the Fund may constitute a "straddle" for
federal income tax purposes. A straddle of which at least one,
but not all, the positions are section 1256 contracts may
constitute a "mixed straddle". In general, straddles are subject
to certain rules that may affect the character and timing of the
Fund's gains and losses with respect to straddle positions by
requiring, among other things, that (i) loss realized on
disposition of one position of a straddle not be recognized to
the extent that the Fund has unrealized gains with respect to the
other position in such straddle; (ii) the Fund's holding period
in straddle positions be suspended while the straddle exists
(possibly resulting in gain being treated as short-term capital
gain rather than long-term capital gain); (iii) losses recognized
with respect to certain straddle positions which are part of a
mixed straddle and which are non-section 1256 positions be
treated as 60% long-term and 40% short-term capital loss;
(iv) losses recognized with respect to certain straddle positions
which would otherwise constitute short-term capital losses be
treated as long-term capital losses; and (v) the deduction of
interest and carrying charges attributable to certain straddle
positions may be deferred. Various elections are available to
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<PAGE>
the Fund which may mitigate the effects of the straddle rules,
particularly with respect to mixed straddles.
_______________________________________________________________
PORTFOLIO TRANSACTIONS
_______________________________________________________________
Transactions on stock exchanges involve the payment of
brokerage commissions. In transactions on stock exchanges in the
United States, these commissions are negotiated, whereas on
foreign stock exchanges these commissions are generally fixed. In
the case of securities traded in the foreign and domestic over-
the-counter markets, there is generally no stated commission, but
the price usually includes an undisclosed commission or markup.
In underwritten offerings, the price includes a disclosed fixed
commission or discount.
Investment information provided to the Adviser is of the
type described in Section 28(e) of the Securities Exchange Act of
1934, as amended, and is designed to augment the Adviser's own
internal research and investment strategy capabilities. Research
services furnished by broker-dealers through which the Fund
effects securities transactions are used by the Adviser in
carrying out its investment management responsibilities with
respect to all its client accounts. There may be occasions where
the transaction cost charged by a broker-dealer may be greater
than that which another broker-dealer may charge if the Fund
determines in good faith that the amount of such transaction cost
is reasonable in relationship to the value of the brokerage and
research services provided by the executing broker-dealer.
The extent to which commissions that will be charged by
broker-dealers selected by the Fund may reflect an element of
value for research cannot presently be determined. To the extent
that research services of value are provided by broker-dealers
with or through whom the Fund places portfolio transactions, the
Adviser may be relieved of expenses which it might otherwise
bear. Research services furnished by broker-dealers could be
useful and of value to the Adviser in servicing its other clients
as well as the Fund; but, on the other hand, certain research
services obtained by the Adviser as a result of the placement of
portfolio brokerage of other clients could be useful and of value
to it in serving the Fund. Consistent with the Conduct Rules of
the National Association of Securities Dealers, Inc. and subject
to seeking best execution, the Fund may consider sales of shares
of the Fund or other investment companies managed by the Adviser
as a factor in the selection of brokers to execute portfolio
transactions for the Fund.
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The Fund is permitted to place brokerage orders with
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), a
U.S. registered broker-dealer and an affiliate of the Adviser.
With respect to orders placed with DLJ for execution on a
national securities exchange, commissions received must conform
to Section 17(e)(2)(A) of the 1940 Act and Rule 17e-1 thereunder,
which permit an affiliated person of a registered investment
company (such as the Fund), or any affiliated person of such
person, to receive a brokerage commission from such registered
investment company provided that such commission is reasonable
and fair compared to the commissions received by other brokers in
connection with comparable transactions involving similar
securities during a comparable period of time.
During the fiscal years ended in 1999, 1998 and 1997,
the Fund incurred brokerage commissions amounting in the
aggregate to 1,776,578, $1,675,091 and $2,289,060, respectively.
During the fiscal years ended in 1999, 1998 and 1997, brokerage
commissions amounting in the aggregate to $0, $0 and $0,
respectively, were paid to DLJ and brokerage commissions
amounting in the aggregate to $0, $0, and $0, respectively, were
paid to brokers utilizing the Pershing Division of DLJ. During
the fiscal year ended in June 30, 1999, the brokerage commissions
paid to DLJ constituted 0% of the Fund's aggregate brokerage
commissions and the brokerage commissions paid to brokers
utilizing the Pershing Division of DLJ constituted 0% of the
Fund's aggregate brokerage commissions. During the fiscal year
ended in June 30, 1999, of the Fund's aggregate dollar amount of
brokerage transactions involving the payment of commissions, 0%
were effected through DLJ and 0% were effected through brokers
utilizing the Pershing Division of DLJ. During the fiscal year
ended June 30, 1999, transactions in portfolio securities of the
Fund aggregating $775,216,454 with associated brokerage
commissions of approximately $1,703,620 were allocated to persons
or firms supplying research services to the Fund or the Adviser.
_______________________________________________________________
GENERAL INFORMATION
_______________________________________________________________
Capitalization. The Fund was organized as a Maryland
Corporation in 1980. In November 1985 the Fund was reorganized
under the laws of Massachusetts as a Massachusetts business
trust. The Fund has an unlimited number of authorized Class A,
Class B, Class C and Advisor Class shares of beneficial interest,
par value $.01 per share. All shares of the Fund, when issued,
are fully paid and nonassessable. The Trustees are authorized to
reclassify and issue any unissued shares to any number of
additional classes or series without shareholder approval.
Accordingly, the Trustees in the future, for reasons such as the
64
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desire to establish one or more additional portfolios with
different investment objectives, policies or restrictions, may
create additional classes or series of shares. Any issuance of
shares of another class would be governed by the 1940 Act and the
law of the Commonwealth of Massachusetts. If shares of another
class were issued in connection with the creation of a second
portfolio, each share of either portfolio would normally be
entitled to one vote for all purposes. Generally, shares of both
portfolios would vote as a single series for the election of
Trustees and on any other matter that affected both portfolios in
substantially the same manner. As to matters affecting each
portfolio differently, such as approval of the Advisory Agreement
and changes in investment policy, shares of each portfolio would
vote as separate classes.
The Fund's shares have non-cumulative voting rights,
which means that the holders of more than 50% of the shares
voting for election of Trustees can elect 100% of the directors
if they choose to do so, and in such event the holders of the
remaining less than 50% of the shares voting for such election of
Trustees will not be able to elect any persons or persons as
Trustees.
Procedures for calling a shareholders meeting for the
removal of Trustees of the Fund, similar to those set forth in
Section 16(c) of the 1940 Act, are available to shareholders of
the Fund. Meetings of shareholders may be called by 10% of the
Fund's outstanding shareholders. The rights of the holders of
shares of a series may not be modified except by vote of a
majority of the outstanding shares of such series.
It is anticipated that annual shareholder meetings will
not be held; shareholder meetings will be held only when required
by federal or state law. Shareholders have available certain
procedures for the removal of Trustees.
A shareholder will be entitled to share pro rata with
other holders of the same class of shares all dividends and
distributions arising from the Fund's assets and, upon redeeming
shares, will receive the then current net asset value of the Fund
represented by the redeemed shares less any applicable CDSC. The
Fund is empowered to establish, without shareholder approval,
additional portfolios, which may have different investment
objectives and policies than those of the Fund, and additional
classes of shares within the Fund. If an additional portfolio or
class were established in the Fund, each share of the portfolio
or class would normally be entitled to one vote for all purposes.
Generally, shares of each portfolio and class would vote together
as a single class on matters, such as the election of Trustees,
that affect each portfolio and class in substantially the same
manner. Class A, B, C and Advisor Class shares have identical
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<PAGE>
voting, dividend, liquidation and other rights, except that each
class bears its own transfer agency expenses, each of Class A,
Class B and Class C shares of the Fund bears its own distribution
expenses and Class B shares and Advisor Class shares convert to
Class A shares under certain circumstances. Each class of shares
of the Fund votes separately with respect to the Fund's Rule 12b-
1 distribution plan and other matters for which separate class
voting is appropriate under applicable law. Shares are freely
transferable, are entitled to dividends as determined by the
Directors and, in liquidation of the Fund, are entitled to
receive the net assets of the Fund.
As of the close of business on October 8, 1999, there
were 4,671,089 Class A shares, 3,506,941 Class B shares,
1,050,967 Class C shares and 1,363,840 Advisor Class shares of
beneficial interest of the Fund outstanding. To the knowledge of
the Fund, the following persons owned of record or beneficially
5% or more of the outstanding shares of the Fund as of October 8,
1999:
No. of % of
Name and Address Shares Class
Class A
MLPF&S
For the Sole Benefit of
Its Customers
Attn Fund Admin. (97162)
4800 Deer Lake Dr.
East 3rd Floor
Jacksonville,
FL 32246-6484 246,693 5.39%
Class B
MLPF&S
For the Sole Benefit of
Its Customers
Attn Fund Admin. (976X0)
4800 Deer Lake Dr.
East 2nd Floor
Jacksonville,
FL 32246-6484 389,417 11.13%
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Class C
MLPF&S
For the Sole Benefit of
Its Customers
Attn Fund Admin.
4800 Deer Lake Dr.
East 2nd Floor
Jacksonville,
FL 32246-6484 288,252 28.51%
Advisor Class
Trust for Profit Sharing
Plan for Employees of Alliance
Capital Mgmt. L.P. Plan-G
Attn Jill Smith 32nd Fl
1345 Avenue of the Americas
New York, NY 10105-0302 355,846 26.09%
Northern Trust Co. Ttee 976,411 71.59%
FBO Ford Motor Co.
A/C #22-01835
PO Box 92956
Chicago, IL 60675-2956
Principal Underwriter. Alliance Fund Distributors, Inc.
an indirect wholly-owned subsidiary of, the Adviser, located at
1345 Avenue of the Americas, New York, New York 10105, is the
principal underwriter of shares of the Fund. Under the
Distribution Services Agreement, the Fund has agreed to indemnify
the Principal Underwriter, in the absence of its willful
misfeasance, bad faith, gross negligence or reckless disregard of
its obligations thereunder, against certain civil liabilities,
including liabilities under the Securities Act.
Counsel. Legal matters in connection with the issuance
of the Shares offered hereby are passed upon by Seward & Kissel
LLP, New York, New York. Seward & Kissel LLP has relied upon the
opinion of Sullivan & Worcester, Boston, Massachusetts, for
matters relating to Massachusetts law.
Independent Auditors. Ernst & Young LLP, New York, New
York, has been appointed as independent auditors for the Fund.
Custodian. Brown Brothers & Harriman Co. ("Brown
Brothers"), 40 Water Street, Boston, Massachusetts 02109, will
act as the Fund's custodian for the assets of the Fund, but plays
no part in deciding the purchase or sale of portfolio securities.
67
<PAGE>
Subject to the supervision of the Fund's Trustees, Brown Brothers
may enter into sub-custodial agreements for the holding of the
Fund's foreign securities.
Performance Information
From time to time, the Fund advertises its "total
return," which is computed separately for Class A, Class B,
Class C and Advisor Class shares. Such advertisements disclose a
Fund's average annual compounded total return for the periods
prescribed by the Commission. The Fund's total return for each
such period is computed by finding, through the use of a formula
prescribed by the Commission, the average annual compounded rate
of return over the period that would equate an assumed initial
amount invested to the value of the investment at the end of the
period. For purposes of computing total return, income dividends
and capital gains distributions paid on shares of the Fund are
assumed to have been reinvested when paid and the maximum sales
charges applicable to purchases and redemptions of the Fund's
shares are assumed to have been paid.
The Fund calculates average annual total return
information in the Performance Table in the Risk/Return Summary
according to the Commission formula as described above. In
accordance with Commission guidelines, total return information
is presented for each class for the same time periods, i.e., the
1, 5 and 10 years (or over the life of the Fund, if the Fund is
less than 10 years old) ending on the last day of the most recent
calendar year. Since different classes may have first been sold
on different dates ("Actual Inception Dates"), in some cases this
can result in return information being presented for a class for
periods prior to its Actual Inception Date. Where return
information is presented for periods prior to the Actual
Inception Date of a Class (a "Younger Class"), such information
is calculated by using the historical performance of the class
with the earliest Actual Inception Date (the "Oldest Class").
For this purpose, the Fund calculates the difference in total
annual fund operating expenses (as a percentage of average net
assets) between the Younger Class and the Oldest Class, divides
the difference by 12, and subtracts the result from the monthly
performance at net asset value (including reinvestment of all
dividends and distributions) of the Oldest Class for each month
prior to the Younger Class's Actual Inception Date for which
performance information is to be shown. The resulting "pro
forma" monthly performance information is used to calculate the
Younger Class's average annual returns for these periods. Any
conversion feature applicable to the Younger Class is assumed to
occur in accordance with the Actual Inception Date for that
class, not its hypothetical inception date.
68
<PAGE>
The Fund's average annual total return for the one-,
five- and ten-year periods ended June 30, 1999 (or since
inception through that date, as noted) were as follows:
Year Ended 5 Years Ended 10 Years Ended
6/30/99 6/30/99 6/30/99
Class A (3.95)% 5.49% 10.89%
Class B (4.56)% 4.65% 5.30%*
Class C (4.62)% 4.64% 6.33%*
Advisor Class (3.62)% 5.23%* N/A
*Inception Dates: Class B - September 17, 1990
Class C - May 3, 1993
Advisor Class - October 2, 1996
The Fund's total return is computed separately for
Class A, Class B, Class C and Advisor Class shares. The Fund's
total return is not fixed and will fluctuate in response to
prevailing market conditions or as a function of the type and
quality of the securities in the Fund's portfolio and the Fund's
expenses. Total return information is useful in reviewing the
Fund's performance, but such information may not provide a basis
for comparison with bank deposits or other investments which pay
a fixed yield for a stated period of time. An investor's
principal invested in the Fund is not fixed and will fluctuate in
response to prevailing market conditions.
Advertisements quoting performance rankings or ratings
of the Fund as measured by financial publications or by
independent organizations such as Lipper, Inc., and Morningstar,
Inc. and advertisements presenting the historical record of
payments of income dividends by the Fund may also from time to
time be sent to investors or placed in newspapers and magazines
such as The New York Times, The Wall Street Journal, Barrons,
Investor's Daily, Money Magazine, Changing Times, Business Week
and Forbes or other media on behalf of the Fund. The Fund has
been ranked by Lipper in the category known as "international"
funds.
Additional Information. Any shareholder inquiries may
be directed to the shareholder's broker or to Alliance Fund
Services, Inc. at the address or telephone numbers shown on the
front cover of this Statement of Additional Information. This
Statement of Additional Information does not contain all the
information set forth in the Registration Statement filed by the
Fund with the Commission. Copies of the Registration Statement
may be obtained at a reasonable charge from the Commission or may
be examined, without charge, at the offices of the Commission in
Washington, D.C.
69
<PAGE>
_______________________________________________________________
FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT AUDITORS
_______________________________________________________________
<PAGE>
ALLIANCE INTERNATIONAL FUND
ANNUAL REPORT
JUNE 30, 1999
PORTFOLIO OF INVESTMENTS
JUNE 30, 1999 ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________
COMPANY SHARES U.S. $ VALUE
- -------------------------------------------------------------------------
COMMON STOCKS-92.3%
AUSTRALIA-4.3%
Broken Hill Proprietary
Co., Ltd. 30,268 $ 350,152
Coles Myer, Ltd. 105,482 612,917
Lend Lease Corp., Ltd. 46,418 636,491
National Australia Bank,
Ltd. 132,500 2,189,728
The News Corp., Ltd. 89,309 760,996
Telstra Corp., Ltd. 603,800 3,455,372
------------
8,005,656
FINLAND-3.5%
Nokia Oyj Corp. Series A 56,800 4,975,978
UPM-Kymmene Oyj 51,500 1,475,582
------------
6,451,560
FRANCE-9.9%
Accor, SA 2,850 715,245
Alcatel 3,610 507,868
Alstrom (a) 37,440 1,176,920
Banque Nationale de Paris 10,720 892,724
Carrefour, SA 6,200 910,579
Castorama Dubois
Investisse 3,340 791,745
Compagnie de Saint
Gobain 10,550 1,679,934
Compagnie Francaise
d'Etudes et de
Construction
(Technip S.A.) 11,610 1,301,884
France Telecom, SA 11,480 866,684
Lafarge, SA 8,030 763,058
Sanofi-Synthelabo, SA (a) 56,950 2,415,321
Schneider Electric, SA 14,330 804,184
Societe Generale Cl. A 15,110 2,661,447
Total Fina, SA 8,950 1,153,962
Usinor, SA (a) 41,080 611,800
Valeo, SA ADR 11,630 959,491
------------
18,212,846
GERMANY-6.1%
Bayer AG 30,940 1,288,288
DaimlerChrysler AG 34,610 2,996,347
Deutsche Bank AG 23,250 1,417,389
Deutsche Lufthansa AG 40,210 728,558
Deutsche Telekom AG 30,670 1,286,528
HypoVereinsbank 9,130 592,820
Mannesmann AG (a) 15,550 2,319,050
Volkswagen AG 10,490 671,395
------------
11,300,375
HONG KONG-2.0%
Cathay Pacific Airways 298,000 457,067
Cheung Kong (Holdings),
Ltd. 50,000 444,668
Citic Pacific, Ltd. 280,000 893,202
Hang Seng Bank, Ltd. 46,000 514,333
Hong Kong
Telecommunications 172,800 447,668
Hutchison Whampoa,
Ltd. 53,000 479,887
Sun Hung Kai Properties,
Ltd. 57,000 519,778
------------
3,756,603
IRELAND-0.5%
CRH Plc. 48,200 854,450
ITALY-2.6%
Banca Commerciale
Italiana 206,000 1,503,183
ENI SpA (a) 391,000 2,333,278
Unicredito Italiano SpA 201,000 882,504
------------
4,718,965
JAPAN-24.6%
Alps Electric Co., Ltd. 29,000 679,772
Bank of Tokyo-Mitsubishi,
Ltd. 293,000 4,174,121
Bridgestone Corp. 110,000 3,328,786
Canon, Inc. 114,000 3,280,169
9
PORTFOLIO OF INVESTMENTS (CONTINUED) ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________
COMPANY SHARES U.S. $ VALUE
- -------------------------------------------------------------------------
Denso Corp. 56,000 $ 1,139,030
Fuji Bank, Ltd. 288,000 2,009,773
Honda Motor Co.,
Ltd. 98,000 4,156,765
KAO Corp. 94,000 2,642,523
NTT Mobile
Communications
Network, Inc. 81 1,098,350
New Shares (a) 324 4,339,824
Orix Corp. 15,000 1,339,452
Rohm Co., Ltd. 14,000 2,193,559
Sankyo Co., Ltd. 40,000 1,914,920
Sony Corp. 28,000 3,021,208
Takeda Chemical
Industries 47,000 2,180,082
Tokyo Electron, Ltd. 18,000 1,221,878
Toyota Motor Corp. 53,000 1,678,366
Yamanouchi
Pharmaceutical Co.,
Ltd. 131,000 5,014,924
------------
45,413,502
NETHERLANDS-6.7%
ABN AMRO Holdings
NV 84,900 1,837,546
Aegon NV 8,300 601,802
Akzo Nobel NV 17,000 714,859
ING Groep NV 57,845 3,129,942
Koninklijke Ahold NV 75,232 2,589,765
Royal Dutch Petroleum
Co. 39,700 2,324,074
Wolters Kluwer NV 30,900 1,229,297
------------
12,427,285
SINGAPORE-0.2%
Singapore Telecomm 229,000 392,879
SPAIN-1.7%
Banco Bilbao Vizcaya,
SA 77,200 1,114,722
Telefonica, SA 36,400 1,752,356
Unidad Editorial, SA
Series A (b) 135,229 278,748
------------
3,145,826
SWEDEN-3.4%
ABB, Ltd. Zurich 21,734 2,035,906
Atlas Copco AB Cl. A 22,600 616,468
Electrolux AB Series B 71,100 1,491,216
Nordbanken Holding AB 270,600 1,584,656
Telefonaktiebolaget LM
Ericsson Series B 16,300 523,365
------------
6,251,611
SWITZERLAND-4.2%
Nestle AG 424 764,089
Novartis AG 75 109,535
Roche Holdings AG 143 1,470,205
Swisscom AG 1,405 528,807
UBS AG 14,563 4,347,444
Zurich Allied AG 1,028 584,670
------------
7,804,750
UNITED KINGDOM-22.6%
Blue Circle Industries
Plc. 52,000 345,925
BOC Group Plc. 44,600 871,812
BP Amoco Plc. 195,300 3,500,493
British Aerospace Plc. 106,435 690,851
British Airways Plc. 157,700 1,088,239
British Sky Broadcasting
Group Plc. 98,600 914,723
British Telecommunications
Plc. 148,600 2,490,110
Cable & Wireless Plc. 63,700 811,869
Diageo Plc. 178,445 1,863,617
Dixons Group Plc. 41,000 765,894
Hanson Plc. 165,600 1,471,027
HSBC Holdings Plc. 104,895 3,715,560
Invensys Plc. 155,800 737,424
Lloyds TSB Group Plc. 173,568 2,353,068
Next Plc. 60,800 738,487
Orange Plc. (a) 150,000 2,199,078
Rentokil Initial Plc. 120,100 468,581
Reuters Group Plc. 60,200 791,935
Royal & Sun Alliance
Insurance Group Plc. 92,809 832,470
Royal Bank of Scotland
Group Plc. 121,511 2,474,825
10
ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________
COMPANY SHARES U.S. $ VALUE
- -------------------------------------------------------------------------
SmithKline Beecham
Plc. 303,900 $ 3,949,915
Standard Chartered Plc. 92,600 1,512,297
TI Group Plc 88,100 590,244
Vodafone AirTouch Plc. 222,600 4,386,333
Williams Plc. 228,700 1,510,590
Wolseley Plc. 95,300 717,353
------------
41,792,720
Total Common Stocks
(cost $156,268,678) 170,529,028
PRINCIPAL
AMOUNT
COMPANY (000) U.S. $ VALUE
- -------------------------------------------------------------------------
TIME DEPOSIT-3.6%
Bank of Scotland
5.75%, 7/01/99
(cost $6,700,000) $6,700 $ 6,700,000
TOTAL INVESTMENTS-95.9%
(cost $162,968,678) 177,229,028
Other assets less
liabilities-4.1% 7,622,995
NET ASSETS-100% $ 184,852,023
(a) Non-income producing security.
(b) Restricted and illiquid security valued at fair value (See Notes A & F).
Glossary:
ADR-American Depositary Receipt.
See notes to financial statements.
11
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1999 ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________
ASSETS
Investments in securities, at value (cost $162,968,678) $ 177,229,028
Cash 52,493
Foreign cash (cost $2,612,780) 2,611,842
Receivable for shares of beneficial interest sold 4,484,099
Receivable for investment securities sold 1,588,526
Dividends and interest receivable 339,519
Foreign taxes receivable 202,362
Total assets 186,507,869
LIABILITIES
Payable for shares of beneficial interest redeemed 852,696
Advisory fee payable 385,751
Distribution fee payable 74,791
Accrued expenses 342,608
Total liabilities 1,655,846
NET ASSETS $ 184,852,023
COMPOSITION OF NET ASSETS
Shares of beneficial interest, at par $ 116,917
Additional paid-in capital 163,551,084
Distributions in excess of net investment income (4,351,471)
Accumulated net realized gain on investments and foreign
currency transactions 11,308,769
Net unrealized appreciation of investments and foreign
currency denominated assets and liabilities 14,226,724
$ 184,852,023
CALCULATION OF MAXIMUM OFFERING PRICE
CLASS A SHARES
Net asset value and redemption price per share
($78,303,071/4,820,642 shares of beneficial interest
issued and outstanding) $16.24
Sales Charge--4.25% of public offering price .72
Maximum offering price $16.96
CLASS B SHARES
Net asset value and offering price per share
($55,724,390/3,669,013 shares of beneficial interest
issued and outstanding) $15.19
CLASS C SHARES
Net asset value and offering price per share
($16,875,547/1,111,247 shares of beneficial interest
issued and outstanding) $15.19
ADVISOR CLASS SHARES
Net asset value, redemption, and offering price per share
($33,949,015/2,090,761 shares of beneficial interest
issued and outstanding) $16.24
See notes to financial statements.
12
STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1999 ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________
INVESTMENT INCOME
Dividends (net of foreign taxes withheld
of $235,033) $ 2,742,190
Interest 404,487 $ 3,146,677
EXPENSES
Advisory fee 1,921,758
Distribution fee - Class A 203,936
Distribution fee - Class B 605,982
Distribution fee - Class C 176,452
Transfer agency 643,540
Custodian 492,090
Administrative 128,000
Audit and legal 86,859
Printing 83,844
Registration 64,896
Trustees' fees 34,000
Miscellaneous 48,228
Total expenses 4,489,585
Less: expenses waived by adviser (See Note B) (288,263)
Less: expense offset arrangement (See Note B) (40,772)
Net expenses 4,160,550
Net investment loss (1,013,873)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on investment transactions 15,742,526
Net realized loss on foreign currency
transactions (2,417,416)
Net change in unrealized appreciation of:
Investments (21,675,247)
Foreign currency denominated assets and
liabilities (36,663)
Net loss on investments and foreign currency
transactions (8,386,800)
NET DECREASE IN NET ASSETS FROM OPERATIONS $(9,400,673)
See notes to financial statements.
13
STATEMENT OF CHANGES IN NET ASSETS ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________
YEAR ENDED YEAR ENDED
JUNE 30, JUNE 30,
1999 1998
--------------- ---------------
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS
Net investment loss $ (1,013,873) $ (858,571)
Net realized gain on investments and
foreign currency transactions 13,325,110 22,105,436
Net change in unrealized appreciation of
investments and foreign currency
denominated assets and liabilities (21,711,910) (1,039,493)
Net increase (decrease) in net assets
from operations (9,400,673) 20,207,372
DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS FROM:
Net investment income
Advisor Class (12,533) (58,965)
Distributions in excess of net
investment income
Class A (2,466,071) (340,015)
Class B (1,292,716) -0-
Class C (380,642) -0-
Advisor Class (1,004,112) (106,007)
Net realized gain on investments and
foreign currency transactions
Class A (5,415,223) (8,564,124)
Class B (4,025,046) (5,015,932)
Class C (1,185,184) (1,492,502)
Advisor Class (2,031,445) (2,849,305)
CAPITAL STOCK TRANSACTIONS
Net decrease (58,451,640) (31,125,975)
Total decrease (85,665,285) (29,345,453)
NET ASSETS
Beginning of year 270,517,308 299,862,761
End of year $ 184,852,023 $ 270,517,308
See notes to financial statements.
14
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999 ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________
NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance International Fund (the "Fund"), which is a Massachusetts business
trust, 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 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 C shares 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 price 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 Trustees. 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 price of such currencies against the U.S.
dollar. Purchases and sales of portfolio securities are translated at the rates
of exchange prevailing when such securities were acquired or sold. Income and
expenses are translated at rates of exchange prevailing when accrued.
Net realized foreign exchange gains and losses represent gains and losses from
sales and maturities of debt securities, holding of foreign currency contracts,
foreign currencies, exchange gains and losses realized between the trade and
settlement dates on security transactions, and the difference between the
amounts of dividends, interest and foreign taxes receivable recorded on the
Fund's books and the U.S. dollar equivalent of the amounts actually received or
paid. 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 company taxable income and net realized gains, if any, to
shareholders. Therefore, no provisions for federal income or excise taxes are
required.
15
NOTES TO FINANCIAL STATEMENTS (CONTINUED) ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________
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. Investment gains and losses are determined on the identified
cost basis. The Fund accretes discounts on short-term securities as adjustments
to interest income.
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 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 foreign currency transactions and passive foreign investment
company securities, resulted in a net increase in accumulated net realized gain
on investments and foreign currency transactions and a corresponding decrease
in undistributed net investment income. This reclassification had no effect on
net assets.
NOTE B: ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Under an investment advisory agreement, the Fund pays Alliance Capital
Management L.P. (the "Adviser") a fee at a quarterly rate equal to 1/4 of 1%
(approximately 1% on an annual basis) of quarter end net assets up to $500
million and 3/16 of 1% (approximately .75% on an annual basis) of quarter end
net assets in excess of $500 million. The Adviser has agreed to waive that
portion of its advisory fee on the first $500 million of the quarter end net
assets in excess of the annualized rate of .85 of 1%. For the year ended June
30, 1999, such waiver amounted to $288,263. Pursuant to the advisory agreement,
the Fund paid $128,000 to the Adviser representing the cost of certain legal
and accounting services provided to the Fund by the Adviser for the year ended
June 30, 1999.
The Fund compensates Alliance Fund Services, Inc. (a wholly-owned subsidiary of
the Adviser) under a Transfer Agency Agreement for providing personnel and
facilities to perform transfer agency services for the Fund. Such compensation
amounted to $437,153 for the year ended June 30, 1999.
For the year ended June 30, 1999, the Fund's expenses were reduced by $40,772
under an expense offset arrangement with Alliance Fund Services.
Alliance Fund Distributors, Inc. (the "Distributor"), a wholly-owned subsidiary
of the Adviser, serves as the Distributor of the Fund's shares. The Distributor
has advised the Fund that it has received front-end sales charges of $24,411
from the sale of Class A shares and $1,787, $117,118 and $3,102 in contingent
deferred sales charges imposed upon redemptions by shareholders of Class A,
Class B and Class C shares, respectively, for the year ended June 30, 1999.
Brokerage commissions paid on investment transactions for the year ended June
30, 1999, amounted to $1,776,578, 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 a distribution fee to the Distributor at an annual rate
of up to .30 of 1% of the average daily net assets attributable to Class A
shares and 1% of the average daily net assets attributable to the Class B and
Class C shares. There is no distribution fee on the Advisor Class shares. The
fees are accrued daily and paid
16
ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________
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 $2,540,605 and
$897,069 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
Adviser 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 and U.S.
government securities) aggregated $344,081,564 and $431,134,890, respectively,
for the year ended June 30, 1999. There were no purchases or sales of U.S.
government or government agency obligations for the year ended June 30, 1999.
At June 30, 1999, the cost of investments for federal income tax purposes was
$163,730,870. Accordingly, gross unrealized appreciation of investments was
$19,732,650 and gross unrealized depreciation of investments was $6,234,492
resulting in net unrealized appreciation of $13,498,158 excluding foreign
currency transactions.
The Fund incurred and elected to defer post October currency losses of
$3,325,636 for the year ended June 30, 1999.
FORWARD EXCHANGE CURRENCY CONTRACTS
The Fund enters into forward foreign exchange currency contracts in order to
hedge its exposure to changes in foreign currency exchange rates on its foreign
portfolio holdings and to hedge certain firm purchase and sale commitments
denominated in foreign currencies. A forward foreign exchange currency contract
is a commitment to purchase or sell a foreign currency at a future date at a
negotiated forward rate. The gain or loss arising from the difference between
the original contract and the closing of such contract is included in net
realized gain or loss on foreign currency transactions. Fluctuations in the
value of open forward foreign exchange currency contracts are recorded for
financial reporting purposes as unrealized gains or losses by the Fund.
The Fund's custodian will place and maintain cash not available for investment
or liquid assets having a value equal to the aggregate amount of the Fund's
commitments under forward foreign exchange currency contracts entered into with
respect to position hedges.
Risks may arise from the potential inability of a counterparty to meet the
terms of a contract and from unanticipated movements in the value of a foreign
currency relative to the U.S. dollar.
At June 30, 1999, the Fund had no outstanding forward foreign exchange currency
contracts.
17
NOTES TO FINANCIAL STATEMENTS (CONTINUED) ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________
NOTE E: SHARES OF BENEFICIAL INTEREST
There is an unlimited number of $.01 par value shares of beneficial interest
authorized, divided into four classes, designated Class A, Class B, Class C and
Advisor Class. Transactions in shares of beneficial interest were as follows:
SHARES AMOUNT
--------------------------- ------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
JUNE 30, 1999 JUNE 30, 1998 JUNE 30, 1999 JUNE 30, 1998
------------- ------------ ------------- --------------
CLASS A
Shares sold 8,095,562 24,484,292 $ 133,167,300 $ 429,262,692
Shares issued in
reinvestment of
dividends and
distributions 379,772 434,528 5,935,837 7,195,776
Shares converted
from Class B 154,134 135,142 2,508,206 2,418,317
Shares redeemed (10,902,963) (28,137,023) (184,030,407) (501,332,312)
Net decrease (2,273,495) (3,083,061) $ (42,419,064) $ (62,455,527)
CLASS B
Shares sold 3,108,211 5,858,963 $ 47,482,116 $ 98,173,143
Shares issued in
reinvestment of
distributions 292,363 253,584 4,291,892 3,960,979
Shares converted
to Class A (164,485) (143,173) (2,508,206) (2,422,365)
Shares redeemed (3,665,527) (6,258,880) (55,976,156) (105,349,658)
Net decrease (429,438) (289,506) $ (6,710,354) $ (5,637,901)
CLASS C
Shares sold 1,169,171 1,285,146 $ 17,757,212 $ 21,956,475
Shares issued in
reinvestment of
distributions 70,803 55,617 1,039,382 869,855
Shares redeemed (1,301,270) (1,480,320) (19,773,912) (25,121,032)
Net decrease (61,296) (139,557) $ (977,318) $ (2,294,702)
ADVISOR CLASS
Shares sold 1,362,048 2,988,364 $ 21,447,816 $ 56,300,890
Shares issued in
reinvestment of
dividends and
distributions 194,675 181,876 3,036,923 3,008,222
Shares redeemed (2,009,157) (1,092,832) (32,829,643) (20,046,957)
Net increase
(decrease) (452,434) 2,077,408 $ (8,344,904) $ 39,262,155
NOTE F: RESTRICTED SECURITY
DATE
SECURITY ACQUIRED U.S. $ COST
- -------------------------------------------------------------------------------
Unidad Editorial, SA Series A 1/20/92 $167,998
The security shown above is restricted as to sale and has been valued at fair
value in accordance with procedures described in Note A. The value of this
security at June 30, 1999 was $278,748 representing .2% of net assets.
18
ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________
NOTE G: CONCENTRATION OF RISK
Investing in securities of foreign companies involves special risks which
include the possibility of future political and economic developments which
could adversely affect the value of such securities. Moreover, securities of
many foreign companies and their markets may be less liquid and their prices
more volatile than those of United States companies.
NOTE H: BANK BORROWING
A number of open-end mutual funds managed by the Adviser, including the Fund,
participate in a $750 million revolving credit facility (the "Facility")
intended to provide short-term financing if necessary, subject to certain
restrictions in connection with abnormal redemption activity. Commitment fees
related to the Facility are paid by the participating funds and are included in
miscellaneous expenses in the statement of operations. The Fund did not utilize
the Facility during the year ended June 30, 1999.
19
FINANCIAL HIGHLIGHTS ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
YEAR
<TABLE>
<CAPTION>
CLASS A
-----------------------------------------------------------------
YEAR ENDED JUNE 30,
-----------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $18.55 $18.69 $18.32 $16.81 $18.38
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (.04)(a)(b) (.01)(a)(b) .06(a) .05(a) .04
Net realized and unrealized gain (loss)
on investments and foreign currency
transactions (.75) 1.13 1.51 2.51 .01
Net increase (decrease) in net asset
value from operations (.79) 1.12 1.57 2.56 .05
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income -0- -0- (.12) -0- -0-
Distributions in excess of net investment
income (.48) (.05) -0- -0- -0-
Distributions from net realized gains on
investments and foreign currency
transactions (1.04) (1.21) (1.08) (1.05) (1.62)
Total dividends and distributions (1.52) (1.26) (1.20) (1.05) (1.62)
Net asset value, end of year $16.24 $18.55 $18.69 $18.32 $16.81
TOTAL RETURN
Total investment return(c) (3.95)% 6.79% 9.30% 15.83% .59%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $78,303 $131,565 $190,173 $196,261 $165,584
Ratio to average net assets of:
Expenses, net of waivers 1.80%(d) 1.65% 1.74%(d) 1.72% 1.73%
Expenses, before waivers 1.91% 1.80% 1.74% 1.72% 1.73%
Ratio of net investment income (loss) to
average net assets (.25)%(b) (.05)%(b) .31% .31% .26%
Portfolio turnover rate 178% 121% 94% 78% 119%
</TABLE>
See footnote summary on page 23.
20
ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
YEAR
<TABLE>
<CAPTION>
CLASS B
-----------------------------------------------------------------
YEAR ENDED JUNE 30,
-----------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $17.41 $17.71 $17.45 $16.19 $17.90
INCOME FROM INVESTMENT OPERATIONS
Net investment loss (.16)(a)(b) (.16)(a)(b) (.09)(a) (.07)(a) (.01)
Net realized and unrealized gain (loss)
on investments and foreign currency
transactions (.68) 1.07 1.43 2.38 (.08)
Net increase (decrease) in net asset
value from operations (.84) .91 1.34 2.31 (.09)
LESS: DIVIDENDS AND DISTRIBUTIONS
Distributions in excess of net investment
income (.34) -0- -0- -0- -0-
Distributions from net realized gains on
investments and foreign currency
transactions (1.04) (1.21) (1.08) (1.05) (1.62)
Total dividends and distributions (1.38) (1.21) (1.08) (1.05) (1.62)
Net asset value, end of year $15.19 $17.41 $17.71 $17.45 $16.19
TOTAL RETURN
Total investment return(c) (4.56)% 5.92% 8.37% 14.87% (.22)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $55,724 $71,370 $77,725 $72,470 $48,998
Ratio to average net assets of:
Expenses, net of waivers 2.61%(d) 2.49% 2.58%(d) 2.55% 2.57%
Expenses, before waivers 2.74% 2.64% 2.58% 2.55% 2.57%
Ratio of net investment loss to
average net assets (1.02)%(b) (.90)%(b) (.51)% (.46)% (.62)%
Portfolio turnover rate 178% 121% 94% 78% 119%
</TABLE>
See footnote summary on page 23.
21
FINANCIAL HIGHLIGHTS (CONTINUED) ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
YEAR
<TABLE>
<CAPTION>
CLASS C
-----------------------------------------------------------------
YEAR ENDED JUNE 30,
-----------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $17.42 $17.73 $17.46 $16.20 $17.91
INCOME FROM INVESTMENT OPERATIONS
Net investment loss (.16)(a)(b) (.15)(a)(b) (.09)(a) (.07)(a) (.14)
Net realized and unrealized gain (loss)
on investments and foreign currency
transactions (.69) 1.05 1.44 2.38 .05
Net increase (decrease) in net asset
value from operations (.85) .90 1.35 2.31 (.09)
LESS: DIVIDENDS AND DISTRIBUTIONS
Distributions in excess of net investment
income (.34) -0- -0- -0- -0-
Distributions from net realized gains on
investments and foreign currency
transactions (1.04) (1.21) (1.08) (1.05) (1.62)
Total dividends and distributions (1.38) (1.21) (1.08) (1.05) (1.62)
Net asset value, end of year $15.19 $17.42 $17.73 $17.46 $16.20
TOTAL RETURN
Total investment return(c) (4.62)% 5.85% 8.42% 14.85% (.22)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $16,876 $20,428 $23,268 $26,965 $19,395
Ratio to average net assets of:
Expenses, net of waivers 2.61%(d) 2.48% 2.56%(d) 2.53% 2.54%
Expenses, before waivers 2.75% 2.63% 2.56% 2.53% 2.54%
Ratio of net investment loss to
average net assets (1.02)%(b) (.90)%(b) (.51)% (.47)% (.88)%
Portfolio turnover rate 178% 121% 94% 78% 119%
</TABLE>
See footnote summary on page 23.
22
ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
PERIOD
<TABLE>
ADVISOR CLASS
------------------------------------
YEAR ENDED JUNE 30, OCTOBER 2,
------------------------ 1996(E) TO
1999 1998 JUNE 30, 1997
----------- ----------- -----------
<S> <C> <C> <C>
Net asset value, beginning of period $18.54 $18.67 $17.96
INCOME FROM INVESTMENT OPERATIONS
Net investment income (a) .01(b) .02(b) .16
Net realized and unrealized gain (loss)
on investments and foreign currency
transactions (.75) 1.13 1.78
Net increase (decrease) in net asset
value from operations (.74) 1.15 1.94
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income (.01) (.02) (.15)
Distributions in excess of net investment
income (.51) (.05) -0-
Distributions from net realized gains on
investments and foreign currency
transactions (1.04) (1.21) (1.08)
Total dividends and distributions (1.56) (1.28) (1.23)
Net asset value, end of period $16.24 $18.54 $18.67
TOTAL RETURN
Total investment return based on net
asset value(c) (3.62)% 6.98% 11.57%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $33,949 $47,154 $8,697
Ratio to average net assets of:
Expenses, net of waivers 1.57%(d) 1.47% 1.69%(d)(f)
Expenses, before waivers 1.70% 1.62% 1.69%(f)
Ratio of net investment income to
average net assets .04%(b) .13%(b) 1.47%(f)
Portfolio turnover rate 178% 121% 94%
</TABLE>
(a) Based on average shares outstanding.
(b) Net of fees waived by Advisor.
(c) 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.
(d) Ratios reflect expenses grossed up for expense offset arrangement with the
Transfer Agent. For the periods ended June 30, 1999 and June 30, 1997 the
ratios of expenses, net of waivers, were 1.78% and 1.73% for Class A shares,
2.59% and 2.58% for Class B shares, 2.59% and 2.56% for Class C shares and
1.55% and 1.69% for Advisor Class shares, respectively.
(e) Commencement of distribution.
(f) Annualized.
23
REPORT OF ERNST & YOUNG LLP
INDEPENDENT AUDITORS ALLIANCE INTERNATIONAL FUND
_______________________________________________________________________________
TO THE SHAREHOLDERS AND BOARD OF TRUSTEES
ALLIANCE INTERNATIONAL FUND
We have audited the accompanying statement of assets and liabilities of
Alliance International Fund, including the portfolio of investments, as of June
30, 1999, and the related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the periods indicated therein.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights. Our procedures included confirmation of
securities owned as of June 30, 1999, by correspondence with the custodian and
others. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Alliance International Fund at June 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 indicated
periods, in conformity with generally accepted accounting principles.
New York, New York
August 6, 1999
TAX INFORMATION (UNAUDITED)
_______________________________________________________________________________
In order to meet certain requirements of the Internal Revenue Code we are
advising you that $5,398,167 of the capital gain distributions paid by the Fund
during the fiscal year June 30, 1999 are subject to maximum tax rates of 20%.
In addition, the Fund intends to make an election under Internal Revenue Code
Section 853 to pass through foreign taxes paid by the Fund to its shareholders.
The total amount of foreign taxes that may be passed through to the
shareholders for the fiscal year ended June 30, 1999 is $234,537. The foreign
source of income for information reporting purposes is $234,537.
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.
24
70
<PAGE>
_______________________________________________________________
APPENDIX A: Futures Contracts and Options on
Futures Contracts and Foreign
Currencies
_______________________________________________________________
Futures Contracts
The Fund may enter into financial futures contracts,
including contracts for the purchase or sale for future delivery
of foreign currencies and futures contracts based on stock
indices. U.S. futures contracts have been designed by exchanges
which have been designated "contracts markets" by the Commodity
Futures Trading Commission ("CFTC"), and must be executed through
a futures commission merchant, or brokerage firm, which is a
member of the relevant contract market. Futures contracts trade
on a number of exchange markets, and, through their clearing
corporations, the exchanges guarantee performance of the
contracts as between the clearing members of the exchange.
At the same time a futures contract is purchased or
sold, the Fund must allocate cash or securities as a deposit
payment ("initial deposit"). It is expected that the initial
deposit would be approximately 1/2%-5% of a contract's face
value. Daily thereafter, the futures contract is valued and the
payment of "variation margin" may be required, since each day the
Fund would provide or receive cash that reflects any decline or
increase in the contract's value.
At the time of delivery of securities pursuant to such a
contract, adjustments are made to recognize differences in value
arising from the delivery of securities with a different interest
rate from that specified in the contract. In some (but not many)
cases, securities called for by a futures contract may not have
been issued when the contract was written.
Although futures contracts by their terms call for the
actual delivery or acquisition of securities, in most cases the
contractual obligation is fulfilled before the date of the
contract without having to make or take delivery of the
securities. The offsetting of a contractual obligation is
accomplished by buying (or selling, as the case may be) on a
commodities exchange an identical futures contract calling for
delivery in the same month. Such a transaction, which is
effected through a member of an exchange, cancels the obligation
to make or take delivery of the securities. Since all
transactions in the futures market are made, offset or fulfilled
through a clearinghouse associated with the exchange on which the
contracts are traded, the Fund will incur brokerage fees when it
purchases or sells futures contracts.
A-1
<PAGE>
The ordinary spreads between prices in the cash and
futures markets, due to differences in the nature of those
markets, are subject to distortions. First, all participants in
the futures market are subject to initial deposit and variation
margin requirements. Rather than meeting additional variation
margin requirements, investors may close futures contracts
through offsetting transactions which could distort the normal
relationship between the cash and futures markets. Second, the
liquidity of the futures market depends on participants entering
into offsetting transactions rather than making or taking
delivery. To the extent participants decide to make or take
delivery, liquidity in the futures market could be reduced, thus
producing distortion. Third, from the point of view of
speculators, the margin deposit requirements in the futures
market are less onerous than margin requirements in the
securities market. Therefore, increased participation by
speculators in the futures market may cause temporary price
distortions. Due to the possibility of distortion, a correct
forecast of general interest rate trends by the Adviser may still
not result in a successful transaction.
In addition, futures contracts entail risks. Although
the Fund believes that use of such contracts will benefit the
Fund, if the Adviser's investment judgment is incorrect about the
general direction of a stock market index for example, the Fund's
overall performance would be poorer than if it had not entered
into any such contract. For example, if the Fund has hedged
against the possibility of a bear market in equities in a
particular country that would adversely affect the price of
equities held in its portfolio and there is a bull market
instead, the Fund will lose part or all of the benefit of the
increased value of the equities that it has hedged because it
will have offsetting losses in its futures positions. In
addition, in such situations, if the Fund has insufficient cash,
it may have to sell equities from its portfolio to meet daily
variation margin requirements. Such sales may be, but will not
necessarily be, at increased prices which reflect the rising
market. The Fund may have to sell securities at a time when it
may be disadvantageous to do so.
Options On Futures Contracts
The Fund intends to purchase and write options on
futures contracts. The purchase of a call option on a futures
contract is similar in some respects to the purchase of a call
option on an individual security. Depending on the pricing of
the option compared to either the price of the futures contract
upon which it is based or the price of the underlying securities,
it may or may not be less risky than ownership of the futures
contract or underlying securities.
A-2
<PAGE>
The writing of a call option on a futures contract
constitutes a partial hedge against declining prices of the
security or foreign currency which is deliverable upon exercise
of the futures contract. If the futures price at expiration of
the option is below the exercise price, the Fund will retain the
full amount of the option premium which provides a partial hedge
against any decline that may have occurred in the Fund's
portfolio holdings. The writing of a put option on a futures
contract constitutes a partial hedge against increasing prices of
the security or foreign currency which is deliverable upon
exercise of the futures contract. If the futures price at
expiration of the option is higher than the exercise price, the
Fund will retain the full amount of the option premium which
provides a partial hedge against any increase in the price of
securities which the Fund intends to purchase. If a put or call
option the Fund has written is exercised, the Fund will incur a
loss which will be reduced by the amount of the premium it
receives. Depending on the degree of correlation between changes
in the value of its portfolio securities and changes in the value
of its futures positions, the Fund's losses from existing options
on futures may to some extent be reduced or increased by changes
in the value of portfolio securities.
The purchase of a put option on a futures contract is
similar in some respects to the purchase of protective put
options on portfolio securities. For example, the Fund may
purchase a put option on a futures contract to hedge the Fund's
portfolio against the risk of a general market decline.
The amount of risk the Fund assumes when it purchases an
option on a futures contract is the premium paid for the option
plus related transaction costs. In addition to the correlation
risks discussed above, the purchase of an option also entails the
risk that changes in the value of the underlying futures contract
will not be fully reflected in the value of the option purchased.
Options On Foreign Currencies
The Fund may purchase and write options on foreign
currencies in a manner similar to that in which futures contracts
on foreign currencies, or forward contracts, will be utilized.
For example, a decline in the dollar value of a foreign currency
in which portfolio securities are denominated will reduce the
dollar value of such securities, even if their value in the
foreign currency remains constant. In order to protect against
such diminutions in the value of portfolio securities, the Fund
may purchase put options on the foreign currency. If the value
of the currency does decline, the Fund will have the right to
sell such currency for a fixed amount in dollars and will thereby
offset, in whole or in part, the adverse effect on its portfolio
which otherwise would have resulted.
A-3
<PAGE>
Conversely, where a rise in the dollar value of a
currency in which securities to be acquired are denominated is
projected, thereby increasing the cost of such securities, the
Fund may purchase call options thereon. The purchase of such
options could offset, at least partially, the effects of the
adverse movements in exchange rates. As in the case of other
types of options, however, the benefit to the Fund deriving from
purchases of foreign currency options will be reduced by the
amount of the premium and related transaction costs. In
addition, where currency exchange rates do not move in the
direction or to the extent anticipated, the Fund could sustain
losses on transactions in foreign currency options which would
require it to forego a portion or all of the benefits of
advantageous changes in such rates.
The Fund may also write options on foreign currencies
for the same purposes. For example, where the Fund anticipates a
decline in the dollar value of foreign currency denominated
securities due to adverse fluctuations in exchange rates it
could, instead of purchasing a put option, write a call option on
the relevant currency. If the expected decline occurs, the
option will most likely not be exercised, and the diminution in
value of portfolio securities will be offset by the amount of the
premium received.
Similarly, instead of purchasing a call option to hedge
against an anticipated increase in the dollar cost of securities
to be acquired, the Fund could write a put option on the relevant
currency which, if rates move in the manner projected, will
expire unexercised and allow the Fund to hedge such increased
cost up to the amount of the premium. As in the case of other
types of options, however, the writing of a foreign currency
option will constitute only a partial hedge up to the amount of
the premium, and only if rates move in the expected direction. If
this does not occur, the option may be exercised and the Fund
would be required to purchase or sell the underlying currency at
a loss which may not be offset by the amount of the premium.
Through the writing of options on foreign currencies, the Fund
also may be required to forego all or a portion of the benefits
which might otherwise have been obtained from favorable movements
in exchange rates.
The Fund intends to write covered call options on
foreign currencies. A call option written on a foreign currency
by the Fund is "covered" if the Fund owns the underlying foreign
currency covered by the call or has an absolute and immediate
right to acquire that foreign currency without additional cash
consideration (or for additional cash consideration held in a
segregated account by its Custodian) upon conversion or exchange
of other foreign currency held in its portfolio. A call option
is also covered if the Fund has a call on the same foreign
A-4
<PAGE>
currency and in the same principal amount as the call written
where the exercise price of the call held (a) is equal to or less
than the exercise price of the call written or (b) is greater
than the exercise price of the call written if the difference is
maintained by the Fund in cash, U.S. Government Securities or
other appropriate liquid securities in a segregated account with
its Custodian.
The Fund also intends to write call options on foreign
currencies that are not covered for cross-hedging purposes. A
call option on a foreign currency is for cross- hedging purposes
if it is not covered, but is designed to provide a hedge against
a decline in the U.S. dollar value of a security which the Fund
owns or has the right to acquire and which is denominated in the
currency underlying the option due to an adverse change in the
exchange rate. In such circumstances, the Fund collateralizes
the option by maintaining in a segregated account with the Fund's
Custodian, cash or U.S. government securities or other
appropriate liquid securities in an amount not less than the
value of the underlying foreign currency in U.S. dollars marked
to market daily.
Additional Risks Of Options On Futures Contracts, Forward
Contracts and Options on Foreign Currencies
Unlike transactions entered into by the Fund in futures
contracts, options on foreign currencies and forward contracts
are not traded on contract markets regulated by the CFTC or (with
the exception of certain foreign currency options) by the
Commission. To the contrary, such instruments are traded through
financial institutions acting as market-makers, although foreign
currency options are also traded on certain national securities
exchanges, such as the Philadelphia Stock Exchange and the
Chicago Board Options Exchange, subject to regulation by the
Commission. Similarly, options on currencies may be traded over-
the-counter. In an over-the-counter trading environment, many of
the protections afforded to exchange participants will not be
available. For example, there are no daily price fluctuation
limits, and adverse market movements could therefore continue to
an unlimited extent over a period of time. Although the
purchaser of an option cannot lose more than the amount of the
premium plus related transaction costs, this entire amount could
be lost. Moreover, the option writer and a trader of forward
contracts could lose amounts substantially in excess of their
initial investments, due to the margin and collateral
requirements associated with such positions.
Options on foreign currencies traded on national
securities exchanges are within the jurisdiction of the
Commission, as are other securities traded on such exchanges. As
a result, many of the protections provided to traders on
A-5
<PAGE>
organized exchanges will be available with respect to such
transactions. In particular, all foreign currency option
positions entered into on a national securities exchange are
cleared and guaranteed by the Options Clearing Corporation
("OCC"), thereby reducing the risk of counterparty default.
Further, a liquid secondary market in options traded on a
national securities exchange may be more readily available than
in the over-the-counter market, potentially permitting the Fund
to liquidate open positions at a profit prior to exercise or
expiration, or to limit losses in the event of adverse market
movements.
The purchase and sale of exchange-traded foreign
currency options, however, is subject to the risks of the
availability of a liquid secondary market described above, as
well as the risks regarding adverse market movements, margining
of options written, the nature of the foreign currency market,
possible intervention by governmental authorities and the effects
of other political and economic events. In addition, exchange-
traded options on foreign currencies involve certain risks not
presented by the over-the-counter market. For example, exercise
and settlement of such options must be made exclusively through
the OCC, which has established banking relationships in
applicable foreign countries for this purpose. As a result, the
OCC may, if it determines that foreign governmental restrictions
or taxes would prevent the orderly settlement of foreign currency
option exercises, or would result in undue burdens on the OCC or
its clearing member, impose special procedures on exercise and
settlement, such as technical changes in the mechanics of
delivery of currency, the fixing of dollar settlement prices or
prohibitions on exercise.
In addition, futures contracts, options on futures
contracts, forward contracts and options on foreign currencies
may be traded on foreign exchanges. Such transactions are
subject to the risk of governmental actions affecting trading in
or the prices of foreign currencies or securities. The value of
such positions also could be adversely affected by (i) other
complex foreign political and economic factors, (ii) lesser
availability than in the United States of data, on which to make
trading decisions, (iii) delays in the Fund's ability to act upon
economic events occurring in foreign markets during nonbusiness
hours in the United States, (iv) the imposition of different
exercise and settlement terms and procedures and margin
requirements than in the United States, and (v) lesser trading
volume.
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________________________________________________________________
APPENDIX B: ADDITIONAL INFORMATION ABOUT JAPAN
________________________________________________________________
The information in this section is based on material
obtained by the Fund from various Japanese governmental and other
sources believed to be accurate but has not been independently
verified by the Fund or the Adviser. It is not intended to be a
complete description of Japan, its economy or the consequences of
investing in Japanese securities.
Japan, located in eastern Asia, consists of four main
islands: Hokkaido, Honshu, Kyushu and Shikoku, and many small
islands. Its population is approximately 126 million.
GOVERNMENT
The government of Japan is a representative democracy
whose principal executive is the Prime Minister. Japan's
legislature (known as the Diet) consists of two houses, the House
of Representatives (the lower house) and the House of Councillors
(the upper house).
POLITICS
From 1955 to 1993, Japan's government was controlled by
the Liberal Democratic Party (the "LDP"), the major conservative
party. In August 1993, after a main faction left the LDP over
the issue of political reform, a non-LDP coalition government was
formed consisting of centrist and leftist parties and was headed
by Prime Minister Morihiro Hosokawa. In April 1994, Mr. Hosokawa
resigned due to allegations of personal financial irregularities.
The coalition members thereafter agreed to choose as prime
minister the foreign minister, Tsutomu Hata. As a result of the
formation of a center-right voting bloc, however, the Japan
Socialist Party (the "JSP"), a leftist party, withdrew from the
coalition. Consequently, Mr. Hata's government was a minority
coalition, the first since 1955, and was therefore unstable. In
June 1994, Mr. Hata and his coalition were replaced by a new
coalition made up of the JSP (since renamed the "Social
Democratic Party (the "SDP")), the LDP and the small New Party
Sakigake (the "Sakigake"). This coalition, which surprised many
because of the historic rivalries between the LDP and the SDP,
was led by Tomiichi Murayama, the first Socialist prime minister
in 47 years. Mr. Murayama stepped down in January 1996 and was
succeeded as Prime Minister by Liberal Democrat Ryutaro
Hashimoto. By September 1996, when Prime Minister Hashimoto
called for a general election on October 20, 1996, the stability
of the SDP-LDP-Sakigake coalition had become threatened. Both
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the SDP and the Sakigake had lost more than half their seats in
the lower house of the Diet when a faction of the Sakigake split
off to form the Democratic Party of Japan. Their strength was
further diminished as a result of the October 20, 1996 House of
Representatives election. Although the LDP was 12 seats short of
winning a majority in that election, it was able to reduce the
margin to three seats and to achieve enough support from its two
former coalition parties, the SDP and the Sakigake, as well as
independents and other conservatives, to return Japan to a
single-party government for the first time since 1993. Mr.
Hashimoto was reappointed as Prime Minister on November 7, 1996.
Subsequent to the 1996 elections, the LDP established and is
maintaining a majority in the House of Representatives as
individual members have joined the ruling party. By 1998 the
popularity of the LDP had declined, due to dissatisfaction with
Mr. Hashimoto's leadership, and in the July 12, 1998 House of
Councillors election, the LDP's representation fell to 103 seats
from 120 seats. As a result of the LDP's defeat, on July 13,
1998, Mr. Hashimoto announced his resignation as Prime Minister
and was replaced by Keizo Obuchi on July 24, 1998. On January
14, 1999, the LDP formed a coalition government with a major
opposition party. As a result, Mr. Obuchi's administration
strengthened its position in the Diet, where it increased its
majority in the House of Representatives and reduced its
shortfall in the House of Councillors. A new three-party
coalition government was formed on October 5, 1999 that further
strengthens the position of Mr. Obuchi's administration in the
Diet. The new coalition holds 357 of 500 seats in the House of
Representatives and 141 of 252 seats in the House of Councillors.
The opposition is dominated by the new Minshuto (Democratic Party
of Japan), which was established in April 1998 by various
opposition groups and parties. The next general election (House
of Representatives) is scheduled to occur in October 2000.
ECONOMY
The Japanese economy maintained an average annual growth
rate of 2.1% in real GDP terms from 1990 through 1994, compared
with 2.4% for the United States during the same period. In 1995
and 1996, Japan's real GDP growth was 1.4% and 5.2%,
respectively. In 1997 and 1998, Japan's real GDP growth rate fell
to 1.4% and -2.9%, respectively. Following five consecutive
quarters in which Japan experienced a negative real GDP growth
rate, resulting in the longest contraction of the economy since
the Japanese government began compiling such data in 1955, real
GDP growth was flat in the first quarter of 1999 compared to the
first quarter of 1998, but grew by 1.9% over the last quarter of
1998. Inflation has remained low, 1.3% in 1993, 0.7% in 1994,
- -0.1% in 1995, 0.1% in 1996, 1.7% in 1997 and 0.7% in 1998.
Between January and June 1999, the inflation rate fell from 0.2%
to -0.3%. Private consumer demand showed a modest increase in
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the first quarter of 1999, after slowing down for several years
due to uncertainty about the economy and higher consumer taxes
that went into effect in April 1997. Unemployment is at its
highest level since the end of World War II, rising to 4.9% in
June 1999, and is not expected to fall appreciably in the
foreseeable future.
Japan's post World War II reliance on heavy industries
has shifted to higher technology products assembly and, most
recently, to automobile, electrical and electronic production.
Japan's success in exporting its products has generated sizable
trade surpluses. Since the early 1980's, Japan's relations with
its trading partners have been difficult, partly due to the
concentration of Japanese exports in products such as
automobiles, machine tools and semiconductors and the large trade
surpluses resulting therefrom, and an overall trade imbalance as
indicated by Japan's balance of payments. Japan's overall trade
surplus for 1994 was the largest in its history, amounting to
almost $145 billion. Exports totaled $386 billion, up 9.3% from
1993, and imports were $242 billion, up 13.6% from 1993. The
current account surplus in 1994 was $130 billion, down 1.5% from
a record high in 1993. By 1996, Japan's overall trade surplus
had decreased to $83 billion. Exports had increased to a total
of $400 billion, up 3.6% from 1994, and imports had increased to
a total of $317 billion, up 31.0% from 1994. During 1997, the
overall trade surplus increased approximately 22% from 1996.
Exports increased to a total of $409 billion, up 2% from 1996,
and imports decreased to $308 billion, down 3% from 1996. During
1998, the overall trade surplus increased approximately 20% from
1997. Exports decreased to a total of $374.0 billion, down 8.6%
from 1997, and imports decreased to $251.7 billion, down 18.2%
from 1997. Japan remains the largest creditor nation and a
significant donor of foreign aid.
On October 1, 1994, the U.S. and Japan reached an
agreement with respect to trade in insurance, glass and medical
and telecommunications equipment. In June 1995, the two
countries agreed in principal to increase Japanese imports of
American automobiles and automotive parts. These and other
agreements, however, have not been successful in addressing
Japan's trade surplus with the U.S. Other current sources of
tension between the two countries are disputes in connection with
trade in steel, semiconductors and photographic supplies,
deregulation of the Japanese insurance market, a dispute over
aviation rights and access to Japanese ports. It is expected
that the friction between the United States and Japan with
respect to trade issues will continue for the foreseeable future.
In response to pressures caused by the slumping Japanese
economy, the fragile financial markets and the appreciating Yen,
the Japanese government, in April and June 1995, announced
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emergency economic packages that focused on higher and
accelerated public works spending and increased aid for post-
earthquake reconstruction in the Kobe area. These measures
helped to increase public investment and lead to faster GDP
growth, but failed to produce fundamental changes. In 1997 and
again in 1998, the government announced additional stimulus
packages that included increased public works spending and tax
cuts. These measures have also been unsuccessful in stimulating
Japan's economy. In October 1998, Prime Minister Obuchi
instructed his cabinet to prepare another emergency economic
stimulus plan calling for even more public spending and further
tax cuts. The plan was finalized in November 1998.
In addition to the government's emergency economic
packages announced in 1995, the Bank of Japan attempted to assist
the financial markets by lowering its official discount rate to a
record low in 1995. However, large amounts of bad debt have
prevented banks from expanding their loan portfolios despite low
discount rates. Japanese banks have suffered several years of
declining profits and many banks have required public funds to
avert insolvency. In June 1995, the Finance Ministry announced
an expansion of deposit insurance and restrictions on rescuing
insolvent banks. In June 1996, six bills designed to address the
large amount of bad debt in the banking system were passed by the
Diet, but the difficulties worsened. By the end of the 1997/98
fiscal year, the government estimated that the banking system's
bad loans totaled 87.5 trillion Yen (approximately $600 billion),
or 11% of outstanding bank loans.
On December 17, 1997, in the wake of the collapse in the
previous month of one of Japan's 20 largest banks, the government
announced a proposal to strengthen the banks by means of an
infusion of public funds and other measures. In addition, the
imposition of stricter capital requirements and other supervisory
reforms scheduled to go into effect in April 1998 were postponed.
Subsequent to the December 1997 proposals, the government
proposed a series of additional proposals, culminating, after
vigorous political debate, in a set of laws that was approved by
the Diet in October 1998. The new laws made $508 billion in
public funds available to increase the capital of Japan's banks,
to guarantee depositors'' accounts and to nationalize the weakest
banks. On October 23, 1998, the Long-Term Credit Bank of Japan,
Ltd., one of Japan's 19 largest banks, became the first Japanese
bank to be nationalized pursuant to the new laws. On December
11, 1998, the Nippon Credit Bank, Ltd. became the second Japanese
bank to be nationalized pursuant to the new laws. Since then,
four additional banks have been nationalized. It is unclear
whether these laws will achieve their intended effect. While the
risk of collapse among Japan's largest banks has diminished as a
result of the infusion of public funds there remains a high level
of bad debt throughout Japan's banks. In this regard, the
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government has established the Resolution and Collection Bank to
purchase bad loans from insolvent and solvent banks and also has
established a legal framework for the securitization of bad
loans. In addition to bad domestic loans, Japanese banks also
have had significant exposure to the current financial turmoil in
other Asian markets. The financial system's fragility is
expected to continue for the foreseeable future.
In November 1996, then Prime Minister Hashimoto
announced a set of initiatives to deregulate the financial sector
by the year 2001. Known as "Tokyo's Big Bang," the reforms
include changes in tax laws to favor investors, the lowering of
barriers between banking, securities and insurance, abolition of
foreign exchange restrictions and other measures designed to
revive Tokyo's status in the international capital markets and to
stimulate the economy. The Big Bang was formally launched in
April 1998. Some of the measures that have already been
implemented include a liberalization of foreign exchange
restrictions, a repeal of the ban on holding companies, allowing
banks to sell mutual funds and the elimination of fixed brokerage
commissions on all stock trades. Other reforms are scheduled to
be implemented over the coming years. While in the long term the
Big Bang is viewed as a positive step for Japan, in the current
economic climate it is viewed as putting additional stress on
weaker institutions.
For the past several years, a growing budget deficit and
the threat of a budget crisis have resulted in a tightening of
fiscal policy. In March 1997, Prime Minister Hashimoto announced
the first detailed plan for fiscal reform. The plan called for
the lowering of the budget deficit to below 3% of GDP by Fiscal
Year 2003/2004. In June 1997, specific proposals for spending
cuts were approved by the cabinet and a Fiscal Reform Law,
incorporating the proposals into binding targets, were to have
been presented to the Diet late in 1997. In November 1997,
however, Prime Minister Hashimoto, facing growing pressure to
take steps to revitalize Japan's stagnant economy, announced a
new economic plan, the "Urgent Economic Policy Package Reforming
Japan for the 21st Century," which includes tax cuts and public
spending. Thereafter, in April 1998, Japan announced its largest
ever package of public spending and tax cuts.
After becoming Prime Minister in July 1998 Mr. Obuchi
established several advisory bodies to devise a plan to improve
Japan's economy. One of these, the Economic Strategy Council,
which was comprised mostly of private experts, issued a report in
February 1999 that contained 234 recommendations. Less than 40
of these recommendations, those least likely to produce
fundamental changes, were accepted by Japan's various government
ministries. Subsequently, Mr. Obuchi formed another advisory
group, the Competitiveness Commission, which resulted in the
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passage of the "industrial revitalization law," which became
effective in October 1999. The objective of the new law is to
encourage new enterprises and technologies and to write off
excess capacity in the industrial sector.
Between 1985 and 1995, the Japanese Yen generally
appreciated against the U.S. Dollar. Between 1990 and 1994 the
Yen's real effective exchange rate appreciated by approximately
36%. On April 19, 1995, the Japanese Yen reached an all time
high of 79.75 against the U.S. Dollar. Since its peak of April
19, 1995, the Yen has generally decreased in value against the
U.S. Dollar. The average Yen-Dollar exchange rates in 1996, 1997
and 1998 were 108.8, 121.0 and 130.99, respectively. In mid-
1998, however, the Japanese yen began to appreciate against the
U.S. dollar, reaching a 43-month high against the U.S. Dollar in
September 1999. On October 13, 1999 the Bank of Japan,
responding to growing political pressures, took steps to loosen
monetary policy in order to lower the value of the yen.
JAPANESE STOCK EXCHANGES. Currently, there are eight
stock exchanges in Japan. The Tokyo Stock Exchange (the "TSE"),
the Osaka Securities Exchange and the Nagoya Stock Exchange are
the largest, together accounting for approximately 99.8% of the
share trading volume and for about 98.0% of the overall trading
value of all shares traded on Japanese stock exchanges during the
year ended December 31, 1998. The other stock exchanges are
located in Kyoto, Hiroshima, Fukuoka, Niigata and Sapporo. The
chart below presents annual share trading volume (in millions of
shares) and annual trading value (in billions of yen) information
with respect to each of the three major Japanese stock exchanges
for the years 1989 through 1998. Trading volume and the value of
foreign stocks are not included.
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<PAGE>
<TABLE>
<CAPTION>
All Exchanges TOKYO OSAKA NAGOYA
VOLUME VALUE VOLUME VALUE VOLUME VALUE VOLUME VALUE
_______ ______ ______ _____ _______ ______ _______ _____
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1998 139,757 124,102 123,198 97,392 12,836 20,532 3,367 5,986
1997 130,657 151,445 107,566 108,500 15,407 27,024 6,098 12,758
1996 126,496 136,170 101,170 101,893 20,783 27,280 4,104 5,391
1995 120,149 115,840 92,034 83,564 21,094 24,719 5,060 5,462
1994 105,937 114,622 84,514 87,356 14,904 19,349 4,720 5,780
1993 101,173 106,123 86,935 86,889 10,440 14,635 2,780 3,459
1992 82,563 80,456 66,408 60,110 12,069 15,575 3,300 3,876
1991 107,844 134,160 93,606 110,897 10,998 18,723 2,479 3,586
1990 145,837 231,837 123,099 186,667 17,187 35,813 4,323 7,301
1989 256,296 386,395 222,599 332,617 25,096 41,679 7,263 10,395
Source: The Tokyo Stock Exchange 1994-1998, Fact Books.
</TABLE>
THE TOKYO STOCK EXCHANGE
OVERVIEW OF THE TOKYO STOCK EXCHANGE. The TSE is the largest
of the Japanese stock exchanges and as such is widely regarded as
the principal securities exchange for all of Japan. In 1998, the
TSE accounted for 97.7% of the market value and 88.2% of the
share trading volume on all Japanese stock exchanges. A foreign
stock section on the TSE, consisting of shares of non-Japanese
companies, listed 52 (out of 1,890 total companies listed on the
TSE) non-Japanese companies at the end of 1998. The market for
stock of Japanese issuers on the TSE is divided into a First
Section and a Second Section. The First Section is generally for
larger, established companies (in existence for five years or
more) that meet listing criteria relating to the size and
business condition of the issuing company, the liquidity of its
securities and other factors pertinent to investor protection.
The TSE's Second Section is for smaller companies and newly
listed issuers.
SECTOR ANALYSIS OF THE FIRST AND SECOND SECTIONS. The TSE's
domestic stocks include a broad cross-section of companies
involved in many different areas of the Japanese economy. At the
end of 1998, the three largest industry sectors, based on market
value, listed on the first section of the TSE were electric
appliances, with 186 companies representing 14.06% of all
domestic stocks so listed; banking, with 99 companies
representing 12.0% of all domestic stocks listed on the TSE; and
transportation equipment with 87 companies representing 8.7% of
all domestic stocks so listed.
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MARKET GROWTH OF THE TSE. The First and Second Sections of
the TSE grew in terms of both average daily trading value and
aggregate year-end market value from 1982, when they were l28,320
million yen and 98,090 billion yen, respectively, through the end
of 1989, when they were 1,335,810 million yen and 611,152 billion
yen, respectively. Following the peak in 1989, both average
daily trading value and aggregate year-end market value declined
through 1992 when they were 243,362 million yen and 289,483
billion yen, respectively. In 1993 and 1994, both average daily
trading value and aggregate year-end market value increased and
were 353,208 and 353,666 million yen, respectively, and 324,357
and 358,392 billion yen, respectively. In 1995, average daily
trading value decreased to 335,598 million yen and aggregate
year-end market value increased to 365,716 billion yen. In 1996,
average daily trading value increased to 412,521 million yen and
aggregate year-end market value decreased to 347,578 billion yen.
In 1997, average daily trading value increased to 442,858 million
Yen and aggregate year-end market value decreased to 280,930
billion Yen. In 1998, average daily trading value decreased to
394,297 million yen and aggregate year-end market value decreased
to 275,181 billion yen.
MARKET PERFORMANCE OF THE FIRST SECTION. As measured by the
TOPIX, a capitalization-weighted composite index of all common
stocks listed in the First Section, the performance of the First
Section reached a peak of 2,884.80 on December 18, 1989.
Thereafter, the TOPIX declined approximately 45% through
December 29, 1995. On December 30, 1996 the TOPIX closed at
1,470.94, down approximately 7% from the end of 1995. On
December 30, 1997, the TOPIX closed at 1,175.03, down
approximately 20% from the end of 1996. On December 30, 1998 the
TOPIX closed at 1086.99, down approximately 7% from the end of
1997.
JAPANESE FOREIGN EXCHANGE CONTROLS
Under Japan's Foreign Exchange and Foreign Trade Control Law
and cabinet orders and ministerial ordinances thereunder (the
"Foreign Exchange Controls"), prior notification to the Minister
of Finance of Japan (the "Minister of Finance") of the
acquisition of shares in a Japanese company from a resident of
Japan (including a corporation) by a non-resident of Japan
(including a corporation) is required unless the acquisition is
made from or through a securities company designated by the
Minister of Finance or if the yen equivalent of the aggregate
purchase price of shares is not more than 100 million Yen. Even
in these situations, if a foreign investor intends to acquire
shares of a Japanese corporation listed on a Japanese stock
exchange or traded on a Japanese over-the-counter market
(regardless of the person from or through whom the foreign
investor acquires such shares) and as a result of the acquisition
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the foreign investor would directly or indirectly hold 10% or
more of the total outstanding shares of that corporation, the
foreign investor must file a report within 15 days from the day
of such acquisition with the Minister of Finance and any other
minister with proper jurisdiction. In instances where the
acquisition concerns national security or meets certain other
conditions specified in the Foreign Exchange Controls, the
foreign investor must file a prior notification with respect to
the proposed acquisition with the Minister of Finance and any
other minister with proper jurisdiction. The ministers may make
a recommendation to modify or prohibit the proposed acquisition
if they consider that the acquisition would impair the safety and
maintenance of public order in Japan or harmfully influence the
smooth operation of the Japanese economy. If the foreign
investor does not accept the recommendation, the ministers may
issue an order modifying or prohibiting the acquisition. In
certain limited and exceptional circumstances, the Foreign
Exchange Controls give the Minister of Finance the power to
require prior approval for any acquisition of shares in a
Japanese company by a non-resident of Japan.
In general, the acquisition of shares by non-resident
shareholders by way of stock splits, as well as the acquisition
of shares of a Japanese company listed on a Japanese stock
exchange by non-residents upon exercise of warrants or conversion
of convertible bonds, are not subject to any of the foregoing
notification or reporting requirements. Under the Foreign
Exchange Controls, dividends paid on shares, held by non-
residents of Japan and the proceeds of any sales of shares within
Japan may, in general, be converted into any foreign currency and
remitted abroad.
Certain provisions of the Foreign Exchange Controls were
repealed or liberalized beginning in April 1998, pursuant to the
revised Foreign Exchange and Foreign Trade Law, which was
approved in May 1997 as part of the plan to implement the Big
Bang. Under the new law, Japanese citizens are permitted to open
bank accounts abroad and companies are now permitted to trade
foreign currencies without prior government approval.
Additionally, the foreign exchange bank system, which required
that all foreign exchange transactions be conducted through
specially designated institutions, has been eliminated.
REGULATION OF THE JAPANESE EQUITIES MARKETS
The principal securities law in Japan is the Securities and
Exchange Law ("SEL") which provides overall regulation for the
issuance of securities in public offerings and private placements
and for secondary market trading. The SEL was amended in 1988 in
order to liberalize the securities market; to regulate the
securities futures, index, and option trade; to add disclosure
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regulations; and to reinforce the prevention of insider trading.
Insider trading provisions are applicable to debt and equity
securities listed on a Japanese stock exchange and to unlisted
debt and equity securities issued by a Japanese corporation that
has securities listed on a Japanese stock exchange or registered
with the Securities Dealers Association (the "SDA"). In
addition, each of the eight stock exchanges in Japan has its own
constitution, regulations governing the sale and purchase of
securities and standing rules for exchange contracts for the
purchase and sale of securities on the exchange, as well as
detailed rules and regulations covering a variety of matters,
including rules and standards for listing and delisting of
securities.
The loss compensation incidents involving preferential
treatment of certain customers by certain Japanese securities
companies, which came to light in 1991, provided the impetus for
amendments to the SEL, which took effect in 1992, as well as two
reform bills passed by the Diet in 1992. The amended SEL now
prohibits securities companies from operating discretionary
accounts, compensating losses or providing artificial gains in
securities transactions, directly or indirectly, to their
customers and making offers or agreements with respect thereto.
Despite these amendments, there have been certain incidents
involving loss compensation. To ensure that securities are
traded at their fair value, the SDA and the TSE have promulgated
certain rules, effective in 1992, which, among other things,
explicitly prohibit any transaction undertaken with the intent to
provide loss compensation of illegal gains regardless of whether
the transaction otherwise technically complies with the rules.
The reform bill passed by the Diet, which took effect in 1992 and
1993, provides for the establishment of a new Japanese securities
regulator and for a variety of reforms designed to revitalize the
Japanese financial and capital markets by permitting banks and
securities companies to compete in each other's field of
business, subject to various regulations and restrictions.
Further reforms in the regulation of the securities markets
are anticipated over the next several years as the Big Bang is
implemented.
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____________________________________________________________
APPENDIX C:
CERTAIN EMPLOYEE BENEFIT PLANS
____________________________________________________________
Employee benefit plans described below which are intended to
be tax-qualified under section 401(a) of the Internal Revenue
Code of 1986, as amended ("Tax Qualified Plans"), for which
Merrill Lynch, Pierce, Fenner & Smith Incorporated or an
affiliate thereof ("Merrill Lynch") is recordkeeper (or with
respect to which recordkeeping services are provided pursuant to
certain arrangements as described in paragraph (ii) below)
("Merrill Lynch Plans") are subject to specific requirements as
to the Fund shares which they may purchase. Notwithstanding
anything to the contrary contained elsewhere in this Statement of
Additional Information, the following Merrill Lynch Plans are not
eligible to purchase Class A shares and are eligible to purchase
Class B shares of the Fund at net asset value without being
subject to a contingent deferred sales charge:
(i) Plans for which Merrill Lynch is the recordkeeper on a daily
valuation basis, if when the plan is established as an
active plan on Merrill Lynch's recordkeeping system:
(a) the plan is one which is not already
investing in shares of mutual funds or
interests in other commingled investment
vehicles of which Merrill Lynch Asset
Management, L.P. is investment adviser or
manager ("MLAM Funds"), and either (A) the
aggregate assets of the plan are less than
$3 million or (B) the total of the sum of
(x) the employees eligible to participate in
the plan and (y) those persons, not
including any such employees, for whom a
plan account having a balance therein is
maintained, is less than 500, each of (A)
and (B) to be determined by Merrill Lynch in
the normal course prior to the date the plan
is established as an active plan on Merrill
Lynch's recordkeeping system (an "Active
Plan"); or
(b) the plan is one which is already investing
in shares of or interests in MLAM Funds and
the assets of the plan have an aggregate
value of less than $5 million, as determined
by Merrill Lynch as of the date the plan
becomes an Active Plan.
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For purposes of applying (a) and (b), there
are to be aggregated all assets of any Tax-
Qualified Plan maintained by the sponsor of
the Merrill Lynch Plan (or any of the
sponsor's affiliates) (determined to be such
by Merrill Lynch) which are being invested
in shares of or interests in MLAM Funds,
Alliance Mutual Funds or other mutual funds
made available pursuant to an agreement
between Merrill Lynch and the principal
underwriter thereof (or one of its
affiliates) and which are being held in a
Merrill Lynch account.
(ii) Plans for which the recordkeeper is not Merrill Lynch, but
which are recordkept on a daily valuation basis by a
recordkeeper with which Merrill Lynch has a subcontracting
or other alliance arrangement for the performance of
recordkeeping services, if the plan is determined by Merrill
Lynch to be so eligible and the assets of the plan are less
than $3 million.
Class B shares of the Fund held by any of the above-
described Merrill Lynch Plans are to be replaced at Merrill
Lynch's direction through conversion, exchange or otherwise by
Class A shares of the Fund on the earlier of the date that the
value of the plan's aggregate assets first equals or exceeds $5
million or the date on which any Class B share of the Fund held
by the plan would convert to a Class A share of the Fund as
described under "Purchase of Shares" and "Redemption and
Repurchase of Shares."
Any Tax Qualified Plan, including any Merrill Lynch
Plan, which does not purchase Class B shares of the Fund without
being subject to a contingent deferred sales charge under the
above criteria is eligible to purchase Class B shares subject to
a contingent deferred sales charge as well as other classes of
shares of the Fund as set forth above under "Purchase of Shares"
and "Redemption and Repurchase of Shares.
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00250086.AX7
