<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, For Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Alliance Balanced Shares, Inc.
----------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rule 14a-
6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:
--------------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
--------------------------------------------------------------
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
--------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
<PAGE>
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
2
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ALLIANCE PREMIER GROWTH FUND, INC.
ALLIANCE BALANCED SHARES, INC.
ALLIANCE QUASAR FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
Toll Free (800) 221-5672
October [__], 2000
To the Stockholders of Alliance Premier Growth Fund, Inc.
("Premier Growth"), Alliance Balanced Shares, Inc. ("Balanced
Shares") and Alliance Quasar Fund, Inc. ("Quasar") (collectively,
the "Funds"):
The accompanying Notice of Meeting and Proxy Statement
present five proposals to be considered at the Funds' Joint
Special Meeting of Stockholders (the "Meeting") to be held on
December 12, 2000. The proposals are discussed more fully in the
accompanying Proxy Statement.
The first two proposals are for, respectively, the reelection
of the Funds' Directors and the ratification of the selection of
PricewaterhouseCoopers LLP as independent accountants of Premier
Growth and Balanced Shares and Ernst & Young LLP as independent
auditors of Quasar for each Fund's fiscal year ending in 2000.
The third proposal revises the Funds' fundamental investment
restrictions to permit the Funds to engage in securities lending
to the full extent permitted by the Investment Company Act of
1940 (the "1940 Act"). The last two proposals relax or remove,
in each case consistent with the 1940 Act, certain investment
restrictions that were originally required by old state "blue
sky" laws that were preempted and thus nullified by Congress in
1996. These restrictions are not required by the 1940 Act. The
Boards of Directors believe that it is in the best interests of
the Funds and their stockholders to change these policies to
provide the Funds with the investment flexibility allowed by the
1940 Act.
We welcome your attendance at the Meeting. If you are unable
to attend, we encourage you to vote your proxy promptly, in order
to spare the Funds additional proxy solicitation expenses.
Shareholder Communications Corporation ("SCC"), a professional
proxy solicitation firm, has been selected to assist stockholders
in the voting process. As the date of the Meeting approaches, if
we have not yet received your proxy, you may receive a telephone
call from SCC reminding you to exercise your right to vote. If
you have any questions regarding the Meeting agenda or how to
submit your proxy, please call SCC at (800) 733-8481 ext. 454.
Sincerely,
1
<PAGE>
John D. Carifa
Chairman and President
2
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[Alliance Capital Logo]
Alliance Premier Growth Fund, Inc.
Alliance Balanced Shares, Inc.
Alliance Quasar Fund, Inc.
___________________________________________________________
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
___________________________________________________________
NOTICE OF JOINT SPECIAL MEETING OF STOCKHOLDERS
December 12, 2000
To the Stockholders of Alliance Premier Growth Fund, Inc.
("Premier Growth"), Alliance Balanced Shares, Inc. ("Balanced
Shares") and Alliance Quasar Fund, Inc. ("Quasar"):
Notice is hereby given that a Joint Special Meeting of
Stockholders (the "Meeting") of Premier Growth, Balanced Shares
and Quasar, each a Maryland corporation (individually, a "Fund"
and collectively, the "Funds"), will be held at the offices of
the Funds, 1345 Avenue of the Americas, 33rd Floor, New York, New
York 10105, on Tuesday, December 12, 2000 at 11:00 a.m., for the
following purposes, all of which are more fully described in the
accompanying Proxy Statement dated October [__], 2000:
1. To elect eight Directors of each Fund, each such
Director to hold office until his or her successor is
duly elected and qualified;
2. To ratify the selection of PricewaterhouseCoopers LLP as
independent accountants of Premier Growth and Balanced
Shares and Ernst & Young LLP as independent auditors of
Quasar for each Fund's respective fiscal year ending in
2000;
3. To approve an amendment of each Fund's fundamental
policy to permit each Fund to engage in securities
lending to the extent permitted by the Investment
Company Act of 1940, as amended (the "1940 Act");
4. To approve the amendment of certain of the Funds'
fundamental policies, in each case consistent with the
1940 Act;
5. To approve the removal or reclassification of certain of
the Funds' fundamental policies as non-fundamental
policies; and
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6. To transact such other business as may properly come
before the Meeting.
The Board of Directors of each Fund has fixed the close of
business on September 15, 2000 as the record date for the
determination of stockholders of the Funds entitled to notice of,
and to vote at, the Meeting and any postponement or adjournment
thereof.
The enclosed proxy is being solicited on behalf of the Board
of Directors of each Fund. Each stockholder who does not expect
to attend the Meeting in person is requested to complete, date,
sign and promptly return the enclosed proxy card, or to vote by
telephone or via the Internet as described on the enclosed proxy
card.
The Board of Directors of each Fund recommends approval of
all the proposals.
By Order of the Boards of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
October [__], 2000
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YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the enclosed
proxy card, sign and date it, and return it in the envelope
provided, which needs no postage if mailed in the United States.
You may also vote by telephone or through the Internet. To do
so, please follow the instructions on the enclosed proxy card.
Your vote is very important no matter how many shares you own.
Please mark and mail your proxy promptly or vote by telephone or
through the Internet in order to save the Funds any additional
cost of further proxy solicitation and in order for the Meeting
to be held as scheduled.
-----------------------------------------------------------------
(R) This registered service mark used under license from the
owner, Alliance Capital Management L.P.
4
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PROXY STATEMENT
ALLIANCE PREMIER GROWTH FUND, INC.
ALLIANCE BALANCED SHARES, INC.
ALLIANCE QUASAR FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
----------------
JOINT SPECIAL MEETING OF STOCKHOLDERS
December 12, 2000
----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the respective Boards of
Directors of Alliance Premier Growth Fund, Inc. ("Premier
Growth"), Alliance Balanced Shares, Inc. ("Balanced Shares") and
Alliance Quasar Fund, Inc. ("Quasar"), each a Maryland
corporation (individually, a "Fund" and collectively, the
"Funds"), to be voted at the Joint Special Meeting of
Stockholders of the Funds (the "Meeting"), to be held at the
offices of the Funds, 1345 Avenue of the Americas, 33rd Floor,
New York, New York 10105, on Tuesday, December 12, 2000 at 11:00
a.m. Proxies will be solicited primarily by mail and may also be
made by telephone. Solicitation costs will be borne by Alliance
Capital Management L.P., the Funds' investment adviser
("Alliance").
The Board of Directors of each Fund has fixed the close of
business on September 15, 2000 as the record date for the
determination of stockholders entitled to notice of, and to vote
at, the Meeting and at any postponement or adjournment thereof
(the "Record Date"). The outstanding voting shares of the Funds
as of the Record Date consisted of [_________] shares of common
stock of Premier Growth, of [_________] shares of common stock of
Balanced Shares and of [_________] shares of common stock of
Quasar, representing four classes of shares for each Fund, each
share being entitled to one vote. All properly executed and
timely received proxies will be voted in accordance with the
instructions marked thereon or otherwise provided therein.
Accordingly, unless instructions to the contrary are marked,
proxies will be voted for the election of eight directors of each
Fund (Proposal One), for the ratification of the selection of
PricewaterhouseCoopers LLP as independent accountants of Premier
Growth and Balanced Shares and for Ernst & Young LLP as
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independent auditors of Quasar for each Fund's fiscal year ending
in 2000 (Proposal Two), for approval of an amendment of each
Fund's fundamental policy to permit the Funds to engage in
securities lending to the extent permitted by the Investment
Company Act of 1940, as amended (the "1940 Act") (Proposal
Three), for the approval of the amendment of certain fundamental
policies of the Funds, in each case consistent with the 1940 Act
(Proposal Four), and for the approval of the removal or
reclassification of certain of the Funds' fundamental policies as
non-fundamental (Proposal Five). (These proposals are referred
to individually as a "Proposal" and collectively as the
"Proposals".) Any stockholder may revoke that stockholder's
proxy at any time prior to exercise thereof by giving written
notice to the Secretary of the Fund at 1345 Avenue of the
Americas, New York, New York 10105, by signing another proxy of a
later date or by personally voting at the Meeting.
Properly executed proxies may be returned with instructions
to abstain from voting or to withhold authority to vote (an
"abstention") or represent a broker "non-vote" (which is a proxy
from a broker or nominee indicating that the broker or nominee
has not received instructions from the beneficial owner or other
person entitled to vote shares on a particular matter with
respect to which the broker or nominee does not have
discretionary power to vote). Abstentions and broker non-votes
will be considered present for purposes of determining the
existence of a quorum for the transaction of business. Those
shares not being cast will have no effect, however, on the
outcome of the Proposals. If any proposal, other than the
Proposals, properly comes before the Meeting, the shares
represented by proxies will be voted on all such other proposals
in the discretion of the person or persons voting the proxies.
The Funds have not received notice of, and are not otherwise
aware of, any other matter to be presented at the Meeting.
The Meeting is scheduled as a joint meeting of the respective
stockholders of the Funds because the stockholders of all the
Funds are to consider and vote on similar matters. Stockholders
of each Fund will vote separately on each proposal set forth
herein and on any other matters that may arise for that Fund, and
an unfavorable vote on a proposal by the stockholders of one Fund
will not affect the implementation of the proposal by any other
Fund if such proposal is approved by the stockholders of the
other Fund.
A quorum for the Meeting will consist of the presence in
person or by proxy of the holders of one-third of the shares
entitled to vote at the Meeting for Premier Growth and Quasar and
a majority of the shares entitled to vote at the Meeting for
Balanced Shares. Whether or not a quorum is present at the
Meeting, if sufficient votes in favor of the position recommended
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by each Fund's Board of Directors on any Proposal described in
the Proxy Statement are not timely received, the persons named as
proxies may, but are under no obligation to, with no other notice
than announcement at the Meeting, propose and vote for one or
more adjournments of the Meeting to permit further solicitation
of proxies. The Meeting may be adjourned with respect to fewer
than all the Proposals in the Proxy Statement and a stockholder
vote may be taken on any one or more of the Proposals prior to
any adjournment if sufficient votes have been received for
approval thereof. Shares represented by proxies indicating a
vote contrary to the position recommended by each Fund's Board of
Directors on a Proposal will be voted against adjournment as to
that Proposal.
The Funds have engaged Shareholder Communications Corporation
("SCC"), 17 State Street, New York, New York 10004, to assist the
Funds in soliciting proxies for the Meeting. SCC will receive a
fee of $[________] for its services plus reimbursement of out-of-
pocket expenses. The following table summarizes the Proposals
on which stockholders are being asked to vote and indicates which
stockholders are eligible to vote on each proposal.
BRIEF DESCRIPTION OF STOCKHOLDERS WHO WILL
PROPOSAL PROPOSAL VOTE ON THE PROPOSAL
Proposal 1 To elect eight Stockholders of all
Directors of each Funds voting
Fund separately by Fund
Proposal 2 To ratify the Stockholders of all
selection of Funds voting
PriceWaterhouse separately by Fund
Coopers LLP as
independent accounts
of Premier Shares
and Ernst & Young
LLP as independent
auditors of Quasar
Proposal 3 To amend a Stockholders of all
fundamental policy Funds voting
to permit securities separately by Fund
lending to the
extent permitted by
the 1940 Act
Proposal 4 To amend certain Stockholders of all
fundamental policies Funds voting
separately by Fund
Proposal 5 To approve the Stockholders of all
7
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removal or Funds voting
reclassification separately by Fund
of certain
fundamental
policies as non-
fundamental
PROPOSAL ONE
ELECTION OF DIRECTORS
(All Funds)
At the Meeting, eight Directors of each Fund are to be
elected, each to serve until his or her successor is duly elected
and qualifies. With respect to Premier Growth and Quasar, the
affirmative vote of a plurality of the votes cast at the Meeting
is required to elect a Director. With respect to Balanced
Shares, the affirmative vote of a majority of the votes cast at
the Meeting is required to elect a Director. It is the intention
of the persons named as proxies in the accompanying proxy to
nominate and vote in favor of the election of each nominee
referred to below.
Messrs. John D. Carifa, David H. Dievler, John D. Dobkin,
William J. Foulk, Jr., Clifford L. Michel and Donald J. Robinson,
Ms. Ruth Block and Dr. James M. Hester were previously elected as
Directors of each of the Funds by each Fund's respective
stockholders. The foregoing individuals are standing for
reelection at the Meeting. Each of the eight nominees has
consented to serve as a Director of each respective Fund. The
Boards of Directors know of no reason why any of the nominees
will be unable to serve, but in the event any nominee is unable
to serve or for good cause will not serve, the proxies received
indicating a vote in favor of such nominee will be voted for a
substitute nominee as the Boards of Directors may recommend.
Certain information concerning the Funds' Directors is set
forth below.
Name of shares
of each Fund's
common stock
Name, age, positions and offices beneficially
with the Funds, principal Year first owned directly
occupations during the past five became a or indirectly as
years and other Directorships Director of Sept. 15, 2000
* John D. Carifa, Chairman of the Premier Premier
Board, 55. President, Chief Growth- Growth-
Operating Officer and a [_____] [_____]
Director of Alliance Capital Balanced Balanced
8
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Management Corporation, the Shares- Shares-
general partner of Alliance [_____] [_____]
("ACMC"), which he has been Quasar- Quasar-
associated with since prior to [_____] [_____]
1995.
**+ Ruth Block, Director, 69. Premier Premier
Formerly Executive Vice Growth- Growth-
President and Chief Insurance [_____] [_____]
Officer of The Equitable; Balanced Balanced
Chairman and Chief Executive Shares- Shares-
Officer of Evlico; a Director of [_____] [_____]
Avon, Tandem Financial Group and Quasar- Quasar-
Donaldson, Lufkin & Jenrette [_____] [_____]
Securities Corporation. She is
currently a Director of Ecolab
Incorporated (specialty
chemicals) and BP Amoco
Corporation (oil and gas).
**+ David H. Dievler, Director, 70. Premier Premier
Independent Consultant. Until Growth- Growth-
December 1994 he was Senior Vice [_____] [_____]
President of ACMC responsible Balanced Balanced
for mutual fund administration. Shares- Shares-
Prior to joining ACMC in 1984 he [_____] [_____]
was Chief Financial Officer of Quasar Quasar
Eberstadt Asset Management since [_____] [_____]
1968. Prior to that he was a
Senior Manager at Price
Waterhouse & Co. Member of
American Institute of Certified
Public Accountants since 1953.
**+ John H. Dobkin, Director, 58. Premier Premier
President of Historic Hudson Growth- Growth-
Valley (historic preservation) [_____] [_____]
since prior to 1995. Balanced Balanced
Previously, he was Director of Shares- Shares-
National Academy of Design. [_____] [_____]
During 1988-92, he was a Quasar- Quasar-
Director and Chairman of the [_____] [_____]
Audit Committee of ACMC.
**+ William H. Foulk, Jr., Director, Premier Premier
68. Investment Adviser and Growth- Growth-
Independent Consultant. He was [_____] [_____]
formerly Senior Manager of Balanced Balanced
Barrett Associates, Inc., a Shares- Shares-
registered investment adviser, [_____] [_____]
with which he had been Quasar- Quasar-
9
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associated since prior to 1995. [_____] [_____]
He was formerly Deputy
Comptroller of the State of New
York and, prior thereto, Chief
Investment Officer of the New
York Bank for Savings.
**+ Dr. James M. Hester, Director, Premier Premier
76. President of The Harry Growth- Growth-
Frank Guggenheim Foundation, [_____] [_____]
with which he has been Balanced Balanced
associated since prior to 1995. Shares- Shares-
He was formerly President of New [_____] [_____]
York University and The New York Quasar- Quasar-
Botanical Garden, Rector of The [_____] [_____]
United Nations University and
Vice Chairman of the Board of
the Federal Reserve Bank of New
York.
**+ Clifford L. Michel, Director, Premier Premier
61. Member of the law firm of Growth- Growth-
Cahill Gordon & Reindel, with [_____] [_____]
which he has been associated Balanced Balanced
since prior to 1995. He is Shares- Shares-
President and Chief Executive [_____] [_____]
Officer of Wenonah Development Quasar- Quasar-
Company (investments) and a [_____] [_____]
Director of Placer Dome, Inc.
(mining).
**+ Donald J. Robinson, Director, Premier Premier
66. Senior Counsel of the law Growth- Growth-
firm of Orrick, Herrington & [_____] [_____]
Sutcliffe LLP since January Balanced Balanced
1995. He was formerly a senior Shares- Shares-
partner and a member of the [_____] [_____]
Executive Committee of that Quasar- Quasar-
firm. He was also a member of [_____] [_____]
the Municipal Securities
Rulemaking Board and Trustee of
the Museum of the City of New
York.
_________________________
* "Interested person," as defined in the 1940 Act, of the Funds
because of an affiliation with each of the Funds' investment
adviser, Alliance Capital Management L.P.
** Member of the Audit Committees.
+ Member of the Nominating Committees.
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It is the policy of the Boards of Directors of all registered
investment companies to which Alliance provides investment
advisory services (collectively, the "Alliance Fund Complex")
that each Director will invest specified minimum amounts and (in
most cases) an overall total of at least $150,000 in shares of
investment companies within the Alliance Fund Complex. As of the
Record Date, the Directors and officers of each Fund as a group
owned less than 1% of the shares of each Fund.
During their respective fiscal years ended in 1999, the Board
of Directors of Premier Growth met [____] times, Balanced Shares
met [____] times and Quasar met [____] times. The Audit
Committee of each Fund meets during the fiscal year for the
purposes described below in Proposal Two. The Audit Committees
of Premier Growth, Balanced Shares and Quasar met twice during
each Fund's most recently completed respective fiscal year. The
Nominating Committee of each Fund did not meet during each Fund's
respective fiscal year. Both the Audit Committees and the
Nominating Committees are standing committees of the Boards. The
Nominating Committees consider individuals for nomination to fill
vacancies on the Boards of Directors. The Nominating Committees
do not currently consider for nomination candidates proposed by
stockholders.
A Fund does not pay any fees to, or reimburse expenses of,
any Director during a time in which such Director is considered
an "interested person" of the Fund. The aggregate compensation
paid by each Fund to each of its Directors during its respective
fiscal year ended in 1999, the aggregate compensation paid to
each of the Directors during calendar year 1999 by all of the
investment companies in the Alliance Fund Complex and the total
number of investment companies and investment portfolios within
the Alliance Fund Complex with respect to which each of the
Directors serves as a director or trustee are set forth below.
Neither the Funds nor any other investment company in the
Alliance Fund Complex provides compensation in the form of
pension or retirement benefits to any of its directors or
trustees.
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Total Number
Total Number of Investment
of Investment Portfolios
Total Companies in within the
Compensation the Alliance Alliance Fund
Aggregate from the Fund Complex, Complex,
Compensation Alliance Fund Including the including the
From each Complex, Funds, as to Funds ,as to
Fund during including the which the which the
its Fiscal Funds, during Director is a Director is a
Name of Director Year Ended the 1999 Director or a Director or
of the Funds in 1999 Calendar Year Trustee Trustee
John D. Carifa $0 $0 50 103
Ruth Block $3,617 $154,263 38 80
Premier Growth
3,467
Balanced
Shares
$3,480
Quasar
David H. Dievler $3,735 $210,188 45 87
Premier Growth
$3,584
Balanced
Shares
$3,560
Quasar
John H. Dobkin $3,737 $206,488 42 84
Premier Growth
$3,586
Balanced
Shares
$3,599
Quasar
William H. Foulk, Jr. $3,738 $246,413 45 98
PremierGrowth
$4,087
Balanced
Shares
$3,601
Quasar
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Dr. James M. Hester $3,740 $164,138 39 81
Premier Growth
$4,089
Balanced
Shares
$3,603
Quasar
Clifford L. Michel $3,740 $183,388 39 83
Premier Growth
$3,589
Balanced
Shares
$3,603
Quasar
Donald J. Robinson $2,984 $140,813 41 92
Premier Growth
$2,833
Balanced
Shares
$2,847
Quasar
The Boards of Directors recommend that the stockholders
of each Fund vote "FOR" the election of each of the foregoing
nominees to serve as Directors of their Fund.
PROPOSAL TWO
RATIFICATION OF SELECTION OF
INDEPENDENT ACCOUNTANTS AND INDEPENDENT AUDITORS
(All Funds)
The Boards of Directors, including a majority of the
Directors who are not "interested persons" of the Funds, as
defined in the 1940 Act, at a meeting held on [_______], 2000,
selected PricewaterhouseCoopers LLP, independent accountants to
audit the accounts of Premier Growth for its fiscal year ending
November 30, 2000 and of Balanced Shares for its fiscal year
ending July 31, 2000 and selected Ernst & Young LLP as
independent auditors of Quasar for the Fund's fiscal year ending
September 30, 2000. PricewaterhouseCoopers LLP does not have any
direct financial interest or any material indirect financial
interest in Premier Growth or Balanced Shares. Ernst & Young LLP
does not have any direct financial interest or any material
indirect financial interest in Quasar. The affirmative vote of a
majority of the votes cast at the Meeting is required to ratify
the selection of PricewaterhouseCoopers LLP as independent
accountants of Premier Growth and Balanced Shares and to ratify
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the selection of Ernst & Young LLP as independent auditors of
Quasar.
Representatives of PricewaterhouseCoopers LLP and Ernst
& Young LLP are expected to attend the Meeting and to have the
opportunity to make a statement and to respond to appropriate
questions from stockholders. The Audit Committee of the Board of
Directors of each Fund meets with representatives of
PricewaterhouseCoopers LLP and Ernst & Young LLP to discuss the
scope of their engagement and to review the financial statements
of the Funds and the results of their examination thereof.
The Boards of Directors of Premier Growth and Balanced
Shares recommend that the stockholders vote "FOR" the
ratification of the selection of PricewaterhouseCoopers LLP as
independent accountants of their Fund. The Board of Directors of
Quasar recommends that the stockholders vote "FOR" the
ratification of the selection of Ernst & Young LLP as independent
auditors of the Fund.
PROPOSAL THREE
APPROVAL OF A PROPOSAL
TO AMEND A FUNDAMENTAL POLICY
TO PERMIT SECURITIES LENDING TO THE EXTENT
PERMITTED BY THE 1940 ACT
(All Funds)
The fundamental policies of each of the Funds currently
do not permit lending. Under their current policies, the Funds
generally may not make loans with certain exceptions for the
purchase of debt obligations. At its September 7, 2000 Special
Meeting, Alliance informed the Directors that it was developing,
for the Director's consideration, proposed securities lending
arrangements for many Alliance Mutual Funds, including the Funds.
Alliance noted that the proposed arrangements would enable each
participating fund to earn incremental investment income through
the lending of a portion of the Fund's portfolio securities on
terms designed to avoid any impingement of the Fund's ongoing
investment process. Alliance stated that in anticipation of
these recommendations, it was recommending the revision of the
Funds' fundamental investment restrictions generally prohibiting
the Funds from engaging in securities lending. At the September
7, 2000 Special Meeting, the Boards of Directors of the Funds
approved Alliance's recommendation that these fundamental
policies be revised to permit the Funds to engage in securities
lending to the extent permitted by the 1940 Act. The Boards
further resolved to recommend this change to each Fund's
stockholders for their approval. The current and proposed
policies are set forth in Exhibit A.
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In recommending this change, Alliance informed the
Boards that this absolute prohibition was not required by the
1940 Act. Alliance noted that this restriction was required by
state "blue sky" laws that were nullified by the federal
preemption of state regulation of mutual fund prospectuses passed
by Congress in 1996. Alliance noted that in order to ensure that
each Fund can continue to compete with newer funds created after
federal preemption that are not so constrained as well as older
funds that changed their lending policies to permit securities
lending, it was recommending that these fundamental policies be
revised so as to provide the Funds with essentially the same
investment flexibility to engage in securities lending as is
possessed by the majority of the Alliance Mutual Funds, which are
permitted to engage in securities lending to the extent permitted
by the 1940 Act. The proposed fundamental investment policy
would provide each Fund with the same investment flexibility to
engage in securities lending as the majority of the Alliance
Mutual Funds, which are permitted to engage in securities lending
to the extent permitted by the 1940 Act.
If the proposal is approved by the stockholders of each
Fund, each Fund would, as currently permitted, be able to lend
portfolio securities up to a maximum in value of 33 1/3% of its
total assets (including collateral for any security loaned). A
Fund would lend securities only on a fully collateralized basis
and only to borrowers deemed by Alliance to be of sound financial
standing. While any such loan is outstanding, it would be
secured by collateral in the form of cash or securities issued or
guaranteed by the U.S. Government, equal at all times to at least
100% of the current market value of the loaned securities plus,
if applicable, accrued interest. All such loans could be
terminated at any time by either the Fund (entitling the Fund to
the return of the loaned securities at the end of the customary
settlement period for the type of securities loaned) or the
borrower. It is currently expected that the transactions would
be structured so that a Fund would retain rights of ownership of
the loaned securities, including rights to dividends, interest or
other distributions on the loaned securities. Voting rights
would pass with the lending, although a Fund would be able to
call loans to vote proxies if desired.
Approval of this Proposal requires the affirmative vote
of "a majority of the outstanding voting securities" as defined
by the 1940 Act, which means the lesser of (i) 67% or more of the
voting securities of each Fund present or represented at the
Meeting, if the holders of more than 50% of the outstanding
voting securities of such Fund are present or represented by
proxy, or (ii) more than 50% of the outstanding voting securities
of such Fund ("1940 Act Majority"). If the stockholders of a
Fund do not approve the amendment to the Fund's fundamental
15
<PAGE>
policy to permit lending to the extent permitted by the 1940 Act,
that Fund's policy will remain unchanged.
The Board of Directors of each Fund recommends that the
stockholders of each of the Funds vote "FOR" the approval of
Proposal Three.
PROPOSAL FOUR
APPROVAL OF PROPOSALS TO AMEND CERTAIN FUNDAMENTAL POLICIES
(PROPOSALS 4A-4C)
The primary purpose of Proposals 4A through 4C is to
amend certain fundamental investment restrictions of Premier
Growth, Balanced Shares and Quasar. As discussed below, some of
these restrictions have their origin in old "blue sky"
undertakings, which were nullified by Congress in 1996. These
restrictions could conceivably serve as an impediment to a Fund's
investment process. If approved by the Funds' stockholders, the
amended fundamental policies could not be changed without a
further stockholder vote. If a proposed restriction is not
approved by a particular Fund, the current investment restriction
will remain in place as a fundamental restriction and stockholder
approval (with its attendant costs and delays) will continue to
be required prior to any change in the investment restriction.
The discussions below describe each proposal and the
reasons for each recommendation. Please refer to Exhibit B
following this discussion to compare your Fund's current policies
to the proposed policies. The Boards of Directors of the Funds
recommend that stockholders approve the proposal.
PROPOSAL 4A APPROVAL OF A PROPOSAL TO AMEND A FUNDAMENTAL
POLICY RELATING TO PORTFOLIO DIVERSIFICATION TO
PERMIT THE FUNDS TO FULLY USE THE INVESTMENT
LATITUDE FOR DIVERSIFIED FUNDS ESTABLISHED BY THE
1940 ACT
(All Funds)
Although each Fund is a "diversified" investment company
under the 1940 Act, these Funds have a fundamental policy that is
more restrictive than that required of a diversified investment
company. To be "diversified" under the 1940 Act, an investment
company must not, with respect to 75% of its total assets, invest
more than 5% of its total assets in the securities of any one
issuer (the "5% limit") or acquire more than 10% of the
outstanding voting securities of any one issuer (the "10%
limit"). Up to 25% of its total assets (the "25% basket") may be
invested without regard to these restrictions (i.e., up to 25% in
one or more issuers).
16
<PAGE>
Under the current fundamental policies of Premier Growth
and Quasar, the 10% limit applies to 100% of its total assets ,
rather than 75% that is permitted under the 1940 Act. For
Balanced Shares, the 5% and 10% limits apply to 100% of its total
assets, not to 75% of its total assets as is permitted.
At its September 7, 2000 Special Meeting, the Boards of
Directors approved Alliance's recommendation that this
fundamental policy be revised to permit these Funds to invest in
accordance with the limits contained in the 1940 Act for
diversified investment companies. In making its recommendation,
Alliance noted that these changes would enable the Funds to
remain competitive with newer funds that are not subject to these
restrictions and would allow each Fund the flexibility to take
larger positions within its non-diversified 25% basket when
Alliance deems appropriate. Alliance stated that it believed
that the adoption of this change would not materially affect the
operation of the Funds, although it was expected that the Funds
would avail themselves of the occasional opportunities presented
by the non-diversified 25% basket. The returns of a fund that
may invest 25% of its total assets in a single issuer may be more
dependent on a single stock and may be more volatile than those
of a fund that is subject to a lower limit on such investments.
The current fundamental policies and proposed revised fundamental
policies are set forth in Exhibit B to this Proxy Statement.
PROPOSAL 4B APPROVAL OF A PROPOSAL TO AMEND A FUNDAMENTAL
INVESTMENT POLICY RELATING TO INVESTMENTS IN NON-
U.S. COMPANIES
(Premier Growth)
Premier Growth currently has a fundamental policy to
invest at least 85% of its total assets in equity securities of
"U. S. Companies". A "U.S. Company" is defined as a company that
(i) is organized under United States law, (ii) has its principal
office in the United States, and (iii) issues equity securities
that are traded principally in the United States. At a meeting
on September 26, 2000, the Board of Directors of the Fund
approved Alliance's recommendation to (i) reduce the 85%
limitation to 80%, (ii) remove the definition of "U.S. Company",
and in lieu of defining U.S. Company, adopt a new definition of
"Non-U.S. Company" for the purposes of the policy. The Board
further resolved to recommend these changes to the Fund's
stockholders for their approval.
In recommending these changes, Alliance advised the
Board that in recent years many companies had become more global
in nature, expanding their business and markets outside the
United States. At the same time, many of these companies
continue to have a very significant business presence in the
United States and continue to issue securities that trade
17
<PAGE>
predominately in the United States. Alliance advised the Board
that in order to enable the Fund to continue to invest in the
same companies as it has in the past, the definition of '"U.S.
Company" should be removed and, instead, Alliance proposed that
the Directors adopt a new definition of "Non-U.S. Company" to be
applicable to the Fund. One of the main goals of the proposed
definition is to address the situation of an issuer, which has in
the past been considered to be a U.S. Company, but which
reorganizes outside the U.S. or moves its principal place of
business outside the U.S. and continues to issue securities that
trade predominately in the United States. Under this new
definition, a "Non-U.S. Company" would be a company that (i) is
organized outside the United States, (ii) has a principal place
of business outside the United States, and (iii) issues
securities that are traded principally on a stock exchange in a
foreign country. Companies that did not fall within the
definition of "Non-U.S. Company" would be considered to be U.S.
companies for purposes of the Fund's fundamental policy.
Alliance advised the Directors that, as a result of these
proposals, if approved, a company that was either organized or
had a principal place of business outside the United States, but
which issued securities principally traded in the United States,
would be considered to be a U.S. company.
In addition, Alliance advised the Board that it was
recommending that the current fundamental requirement that the
Fund invest at least 85% of its total assets in U.S. Companies be
reduced to 80% to allow the Fund additional flexibility in
managing the Fund's portfolio. Alliance informed the Directors it
was recommending this additional change because there are some
companies in which the Fund has invested in the past that will be
considered to be "Non-U.S. Companies" even under the proposed
revised definition. This increased latitude will allow the Fund
to continue to invest in the same companies as it has in the
past. Alliance advised the Board that it did not expect that
this change would significantly affect the management of the
Fund.
PROPOSAL 4C APPROVAL OF A PROPOSAL TO AMEND A FUNDAMENTAL
POLICY TO PERMIT THE FUNDS TO PURCHASE AND SELL
FINANCIAL FORWARD AND FUTURES CONTRACTS AND OPTIONS
THEREON
(Quasar and Balanced Shares)
At their September 7, 2000, Special Meeting, the Boards
of Directors of Quasar and Balanced Shares considered and
approved Alliance's recommendation that each of the Fund's
fundamental policies be amended to permit the use of stock index
futures and options thereon for hedging purposes.
18
<PAGE>
In making its recommendation, Alliance noted that each
Fund since inception has had a fundamental policy against
investment in commodities or commodity contracts. Alliance noted
that this policy was typical of a time when financial
commodities, financial forward and futures contracts, and options
thereon, had yet to attain their later significance as investment
tools. As a result of this restriction, Alliance noted, index
futures are currently unavailable to each of the Funds.
In making this recommendation, Alliance stated its
belief that, as the use of these instruments has become more
prevalent in the marketplace, each Fund's inability to use, at
least for hedging purposes, financial commodities including stock
index futures and options thereon places the Fund at a
competitive disadvantage. As a result, Alliance's considered it
in the best interests of each Fund and its respective
stockholders to obtain stockholder action appropriately amending
the investment policies and installing more permissive non-
fundamental investment policies. The current fundamental
policies and the proposed fundamental and non-fundamental
policies are set forth in Exhibit B to this Proxy Statement.
The proposed non-fundamental investment policies would
provide that each Fund may utilize financial forward and futures
contracts and options thereon only for hedging purposes. In
addition, each Fund would not enter into any futures contracts or
options on futures contracts if immediately thereafter the market
values of the outstanding futures contracts of each Fund and the
futures contracts subject to outstanding options written by a
Fund would exceed 50% of its total assets. Each Fund would not
purchase or sell a stock index futures contract if immediately
thereafter more than 30% of its total assets would be hedged with
stock index futures. Finally, each Fund would not purchase or
sell a stock index future contract if, immediately thereafter,
the sum of the amount of margin deposits on such Fund's existing
futures positions would exceed 5% of the market value of the
Fund's total assets. In connection with its purchase of stock
index futures contracts, each Fund would 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.
Based upon Alliance's presentation, the Board of
Directors concluded that the proposed amendment to each Fund's
fundamental investment policies to permit the use of financial
forward and futures contracts and the adoption of the non-
fundamental investment policies would be in the best interests of
each Fund and its respective stockholders. The Board further
resolved to recommend this change to the Funds' stockholders for
their approval. Adoption of this change is not expected to
materially change the operation of the Funds.
19
<PAGE>
Approval of Proposal 4 requires the affirmative vote of
the holders of a 1940 Act Majority. If the stockholders of a
Fund do not approve the amendment of the Fund's fundamental
policies, that Fund's policies will remain the same.
The Boards of Directors of Premier Growth, Balanced Shares and
Quasar recommend that the stockholders of each of the Funds vote
"FOR" the approval of Proposal 4.
PROPOSAL FIVE
APPROVAL OF PROPOSALS
TO REMOVE OR RECLASSIFY CERTAIN
OF THE FUNDS' FUNDAMENTAL POLICIES
AS NON-FUNDAMENTAL POLICIES
(PROPOSALS 5A-5B)
The primary purpose of Proposals 5A and 5B is to remove
a fundamental policy of Quasar with respect to its investment in
unseasoned issuers and to reclassify the fundamental policies of
Premier Growth, Balanced Shares and Quasar with respect to their
investment in illiquid securities as non-fundamental policies.
The discussions below are a general overview of the
Fund's current policies. Please refer to Exhibit C following
this discussion to compare your Fund's current policies to the
proposed policies. The Boards of Directors of the Funds
recommend that stockholders approve the proposal.
PROPOSAL 5A APPROVAL OF A PROPOSAL TO REMOVE A FUNDAMENTAL
POLICY THAT RESTRICTS INVESTMENTS IN UNSEASONED
ISSUERS
(Quasar)
Quasar currently has a fundamental policy providing that
the Fund shall not invest more than 5% of its total assets in
securities of companies (including predecessors) that have a
record of less than three years of continuous operation (often
called "unseasoned issuers"). The Board of Directors of Quasar
is recommending the removal of the policy.
The Fund adopted the "unseasoned issuer" restriction in
response to state "blue sky" requirements in connection with the
registration of shares of the Fund for sale. As discussed above,
all state securities laws and regulations regarding fundamental
investment restrictions have been preempted by federal law and no
longer apply. Alliance discussed with the Board of Directors
that it recognizes that the investment in securities of companies
with less than three years of continuous operating history might
not be appropriate for funds investing in companies with larger
capitalizations. However, for funds that invest in securities of
20
<PAGE>
smaller capitalization companies, like Quasar, Alliance does not
believe that a blanket prohibition against these types of
investments is in the best interest of the Fund or its
stockholders. Alliance stated that the Fund may from time to
time, consistent with its investment strategies, encounter
investment opportunities from these types of issuers in which the
Fund may desire the flexibility to invest. Based on Alliance's
recommendation, the Board of Directors of the Fund therefore
recommends that stockholders approve the removal of this
investment restriction.
PROPOSAL 5B APPROVAL OF A PROPOSAL TO RECLASSIFY THE
FUNDAMENTAL POLICY REGARDING INVESTMENTS IN
ILLIQUID SECURITIES AS NON-FUNDAMENTAL AND TO
REVISE THE POLICY
(All Funds)
Each of Premier Growth, Balanced Shares and Quasar
currently has a fundamental policy applicable to investment in
illiquid securities and, with respect to Premier Growth and
Quasar, this fundamental policy is more restrictive than that
currently required by the Securities and Exchange Commission
("SEC"). Under the SEC's standards, non-money market mutual
funds must limit their holdings in illiquid securities to 15% of
their net assets. This SEC position is not required to be a
fundamental policy. For the purpose of the 15% limitation, a
security generally would be considered illiquid if it could not
be sold or disposed of in the ordinary course of business within
seven days at approximately the value at which the security is
valued by a fund. Generally, Rule 144A securities that are
determined by a Fund's Board of Directors to be liquid are not
considered to be "illiquid" for purposes of these tests.
Premier Growth and Quasar currently each have a
fundamental policy limiting the Fund's investments in illiquid
securities to 10% of its net assets. With respect to Quasar,
this policy applies to all restricted securities, including
Rule 144A securities. Because Rule 144A securities are
"restricted", the Quasar fundamental policy does not permit the
Fund to consider Rule 144A securities as liquid and not subject
to the restrictions or investments in illiquid securities even if
the Board of Directors determines them to be liquid.
Balanced Shares has an investment restriction that is in
conformity with the current SEC guidelines, but it is a
fundamental restriction, which can only be changed by stockholder
vote. These more restrictive investment limitations grow out of
old state "blue sky" provisions, which, as discussed above, no
longer apply to funds. Premier Growth's and Quasar's policy is
more restrictive than the SEC's current position and each Fund's
policy is fundamental and cannot be changed without stockholder
21
<PAGE>
approval. The Boards of Directors recommend revising Premier
Growth's and Quasar's policy to conform with SEC guidelines and
reclassifying all three Funds' fundamental policy regarding
investments in illiquid securities to a non-fundamental policy.
Each Fund's current fundamental policy and the proposed non-
fundamental policy regarding investments in illiquid securities
is set forth in Exhibit C to this Proxy Statement.
The SEC has from time to time changed the percentage
limitation applicable to a fund's investment in illiquid
securities. For example, prior to 1993, the percentage limit on
a fund's investment in illiquid securities was 10%. The proposed
non-fundamental policy of each Fund would enable the Fund to
respond to any future change in the SEC's guidelines, without the
expense and delay of a stockholder vote. Because Premier Growth
and Quasar have never approached a 10% investment in illiquid or
restricted securities, the Board of Directors of each Fund does
not anticipate that the proposed change will have a material
impact on the operation of the Funds.
Approval of Proposal 5 requires the affirmative vote of
the holders of a 1940 Act Majority. If the stockholders of a
Fund do not approve the Proposal, that Fund will continue to be
subject to these fundamental policies.
The Board of Directors of Premier Growth, Balanced
Shares and Quasar recommend that the stockholders of the Funds
vote "FOR" the approval of Proposal 5.
HOW TO VOTE
You may vote your shares by mail by signing and
returning the enclosed proxy card, by telephone, or over the
Internet.
Voting by Mail or in Person. If you wish to participate
at the Meeting, but do not wish to give a proxy by telephone or
via the Internet, you can complete, sign and mail the enclosed
proxy card or attend the Meeting in person.
Internet and Telephone Voting. You may give your voting
instructions via the Internet or by touch-tone telephone by
following the instructions provided with your proxy card.
INFORMATION AS TO EACH FUND'S PRINCIPAL OFFICERS
The principal officers of the Funds and their principal
occupations during the past five years are as follows:
22
<PAGE>
JOHN D. CARIFA, Chairman of each Fund and President of
Premier Growth and Balanced Shares (see page [__] for
biographical information).
ALDEN M. STEWART, President of Quasar, 54, is an
Executive Vice President of Alliance Capital Management
Corporation ("ACMC"), with which he has been associated since
prior to 1995.
BRUCE W. CALVERT, Executive Vice President of Balanced
Shares, 53, is the Vice Chairman and Chief Executive Officer and
a Director of ACMC, with which he has been associated since prior
to 1995.
ALFRED HARRISON, Executive Vice President of Premier
Growth, 62, is Vice Chairman and a Director of ACMC, with which
he has been associated since prior to 1995.
KATHLEEN A. CORBET, Senior Vice President of each Fund,
40, is an Executive Vice President of ACMC, with which she has
been associated since prior to 1995.
RANDALL E. HAASE, Senior Vice President of Quasar, 36,
is a Senior Vice President of ACMC, with which he has been
associated since prior to 1995.
PAUL C. RISSMAN, Senior Vice President of Balanced
Shares, 43, is an Executive Vice President of ACMC, with which he
has been associated since prior to 1995.
THOMAS J. BARDONG, Vice President of each Fund, 55, is a
Senior Vice President of ACMC, with which he has been associated
since prior to 1995.
MATTHEW D.W. BLOOM, Vice President of Balanced Shares,
43, is a Senior Vice President of ACMC, with which he has been
associated since prior to 1995.
CORINNE MOLOF-HILL, Vice President of Balanced Shares,
35, is a Senior Vice President of ACMC, with which she has been
associated since prior to 1995.
DANIEL NORDBY, Vice President of Premier Growth, 55, is
a Senior Vice President of ACMC, with which he has been
associated since 1995. Prior thereto, he was in private practice
as a consulting psychologist since prior to 1995.
EDMUND P. BERGAN, JR., Secretary of each Fund, 50, is a
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 1995.
23
<PAGE>
ANDREW L. GANGOLF, Assistant Secretary of each Fund, 46,
is a Senior Vice President and Assistant General Counsel of AFD,
with which he has been associated since prior to 1995.
DOMENICK PUGLIESE, Assistant Secretary of each Fund, 39,
is a Senior Vice President and Assistant General Counsel of AFD,
with which he has been associated since prior to 1995. Prior
thereto, he was a Vice President and Counsel of Concord Holding
Corporation since prior to 1995.
MARK D. GERSTEN, Treasurer and Chief Financial Officer
of each Fund, 49, is a Senior Vice President of AFS, with which
he has been associated since prior to 1995.
VINCENT S. NOTO, Controller of each Fund, 35, is a Vice
President of AFS, with which he has been associated since prior
to 1995.
The address of Messrs. Carifa, Stewart, Calvert,
Harrison, Haase, Rissman, Bardong, Bloom, Nordby, Bergan, Gangolf
and Pugliese and Ms. Corbet and Ms. Molof-Hill is c/o Alliance
Capital Management, L.P., 1345 Avenue of the Americas, New York,
New York 10105. The address of Messrs. Gersten and Noto is c/o
Alliance Fund Distributors, Inc., 500 Plaza Drive, Secaucus, New
Jersey 07094.
All of the officers of the Funds are employees of
Alliance and officers of ACMC, the general partner of Alliance,
or a wholly-owned subsidiary of Alliance. As of the Record Date,
no officer or Director of the Funds owned more than 1% of the
outstanding equity securities of Alliance.
24
<PAGE>
STOCK OWNERSHIP
According to information filed with the Commission, the
following persons were the beneficial owners of more than 5% of a
Fund's outstanding common stock as of the Record Date.
Percent of
Common Stock
Based on
Amount of Shares
Beneficial Outstanding
Name and Address of Ownership, as of the
Beneficial Owner Fund and Class Record Date
[Trust for Profit Sharing
For Alliance Capital Employees
1345 Avenue of the Americas
New York, NY 10105] [______________]
(Balanced Shares-
Advisor Class) [___%]
[Merrill Lynch
Mutual Fund Administration
(97LS2)
4800 Deer Lake Dr East, 2nd
Floor
Jacksonville, FL 32246-6484] [______________]
(Quasar-Advisor
Class) [___%]
REPORTS TO STOCKHOLDERS
A Fund will furnish each person to whom this Proxy
Statement is delivered with a copy of the Fund's latest annual
report to stockholders upon request and without charge. To
request a copy, please call Alliance Fund Services, Inc. at (800)
227-4618 or contact Reid Conway at Alliance Capital Management
L.P., 1345 Avenue of the Americas, New York, New York 10105.
By Order of the Board of
Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
October [__], 2000
25
<PAGE>
Alliance Premier Growth Fund, Inc.
Alliance Balanced Shares, Inc.
Alliance Quasar Fund, Inc.
(LOGO)
Alliance Capital Management L.P.
NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
December 12, 2000
<PAGE>
EXHIBIT A
CURRENT AND PROPOSED FUNDAMENTAL POLICIES
PROPOSAL THREE
Securities Lending Policies
Fund Current Policy Proposed Policy
Alliance Premier 1. The Fund may not 1. The Fund may not make
Growth Fund, Inc. make loans except loans to other persons,
through purchase except that the Fund
of debt obligations may lend its portfolio
in accordance with securities in accordance
its investment with applicable law.
objective and policies. The acquisition of
investment securities
or other investment
instruments shall not
be deemed the making
of a loan.
2. The Fund may not borrow 2. The Fund may not issue
money or issue senior senior securities
securities except for (except to the extent
temporary or emergency that securities lending
purposes in an amount may be considered
not exceeding 5% of senior securities) or
the value of its total borrow money, except
assets at the time the for temporary or
borrowing is made. emergency purposes in
an amount not exceeding
5% of the value of
its total assets at
the time the borrowing
is made.
Alliance
Balanced Shares,
Inc. 1. The Fund may not make 1. The Fund may not
loans to other persons make loans to other
except certain call persons, except that
loans upon collateral the Fund may lend its
security (the Fund does portfolio securities
not intend to make such in accordance with
loans; the acquisition applicable law. The
of publicly distributed acquisition of
bonds, debentures and investment securities
other debt securities or other investment
is not considered a loan). instruments shall not
be deemed the making
<PAGE>
of a loan.
2. The Fund may not issue 2. The Fund may not issue
any securities senior senior securities
to the capital stock (except to the extent
offered hereby. that securities
lending may be
considered senior
securities) or borrow
money, except for
temporary or emergency
purposes in an amount
not exceeding 5% of
the value of its total
assets at the time the
borrowing is made.
Alliance Quasar 1. The Fund may not make 1. The Fund may not make
Fund, Inc. loans of its funds loans to other persons,
or assets to any except that the Fund
other person, which may lend its portfolio
shall not include securities in
the purchase of a accordance with
portion of an issue applicable law.
of publicly distri- The acquisition of
buted bonds, investment securities
debentures, or or other investment
other securities, instruments shall not
whether or not the be deemed the making
purchase was made of a loan.
upon the original
issuance of the
securities; except
that the Fund may
not purchase non-
publicly distributed
securities subject
to the limitations
applicable to
restricted securities.
2. The Fund may not borrow 2. The Fund may not
money except for issue senior
temporary or emergency securities
purposes in an amount (except to the
not exceeding 5% of its extent that
total assets at the securities lending
time the borrowing may be considered
is made. senior securities)
or borrow money,
except for temporary
<PAGE>
or emergency purposes
in an amount not
exceeding 5% of its
total assets at the
time the borrowing
is made.
<PAGE>
EXHIBIT B
CURRENT AND PROPOSED FUNDAMENTAL POLICIES
PROPOSAL FOUR
DIVERSIFICATION POLICIES (PROPOSAL 4A)
Fund Current Policy Proposed Policy
Alliance Premier
Growth Fund, Inc. The Fund may not It is a fundamental
purchase more than policy of the Fund
10% of the out- that the Fund is
standing voting required with
securities of any respect to 75% of
one issuer. its assets (i) to
have no more than
5% of its assets
invested in any
one issuer and
(ii) to own not
more than 10% of
the outstanding
voting securities
of any one issuer.
Alliance Quasar
Fund, Inc. The Fund will not No proposed policy.
invest more than
10% of its total
assets in the
securities of any
one issuer.
Alliance Balanced
Shares, Inc. The Fund may not: It is a fundamental
policy of the Fund
(1) Invest more than that the Fund is
5% of its total required with
assets in respect to 75% of
securities of its assets (i) to
any one issuer, have no more than
except U.S. 5% of its assets
Government invested in any
securities one issuer and
(ii) to own not
10% more than 10% of
the outstanding
voting securities
of any one issuer.
<PAGE>
(2) Own more than
of the outstanding
voting securities
of any one issuer.
<PAGE>
NON-U.S. COMPANY POLICY (PROPOSAL 4B)
Fund Current Policy Proposed Policy
Alliance Premier
Growth Fund, Inc. The Fund normally The Fund invests at
invests at least least 80% of its
85% of its total total assets in
assets in equity equity securities
securities of of U.S. Companies.
U.S. Companies. A "Non-U.S. Company"
A "U.S. Company" is a company that
is defined as a (i) is organized
company that (i) outside the United
is organized States, (ii) has a
under United principal place of
States law, business outside the
(ii) has its United States, and
principal office (iii) issues securities
in the United that are traded
States, and principally on a
(iii) issues stock exchange in
equity securities a foreign country.
that are traded
principally in
the United States.
<PAGE>
COMMODITIES POLICIES (PROPOSAL 4C)
Fund Current Fundamental Proposed Policies
Policy
Alliance Balanced
Shares, Inc. The Fund may not Fundamental
purchase or sell It is a fundamental
commodities or policy of the Fund
commodity contracts. not to purchase or
sell commodities or
commodity contracts,
except financial
forward and futures
contracts and options
on such contracts.
Non-fundamental
It is a non-fundamental
policy of the Fund that:
(i) the Fund utilize
futures and options
thereon only for
hedging purposes,
(ii) the Fund will not
enter into any futures
contracts or options on
futures contracts if
immediately thereafter
the market values of
the outstanding futures
contracts of the Fund
and the futures contracts
subject to outstanding
options written by the
Fund would exceed 50%
of its total assets,
(iii) the Fund will
not purchase or sell
a stock index future
if immediately there-
after more than 30%
of its total assets
would be hedged by
stock index futures, and
(iv) the Fund will not
purchase or sell a
stock index future if,
<PAGE>
immediately thereafter,
the sum of the amount
of margin deposits on
the Fund's existing
futures positions would
exceed 5% of the market
value of the Fund's
total assets.
Alliance Quasar
Fund, Inc. The Fund may not Fundamental
purchase or sell It is a fundamental
commodities or policy of the Fund
commodity contracts. not to purchase or
sell commodities or
commodity contracts,
except financial forward
and futures contracts
and options on such
contracts.
Non-fundamental
It is a non-fundamental
policy of the Fund that:
(i) the Fund utilize
futures and options
thereon only for
hedging purposes,
(ii) the Fund will
not enter into any
futures contracts
or options on
futures contracts
if immediately
thereafter the
market values of
the outstanding
futures contracts
of the Fund and
the futures
contracts subject
to outstanding
options written
by the Fund would
exceed 50% of its
total assets,
(iii) the Fund will
not purchase or sell
<PAGE>
a stock index future
if immediately
thereafter more
than 30% of its
total assets would
be hedged by stock
index futures, and
(iv) the Fund will
not purchase or sell
a stock index future
if, immediately
thereafter, the sum
of the amount of
margin deposits on
the Fund's existing
futures positions
would exceed 5% of
the market value of
the Fund's total assets.
<PAGE>
EXHIBIT C
CURRENT AND PROPOSED FUNDAMENTAL POLICIES
PROPOSAL FIVE
UNSEASONED ISSUERS POLICY (PROPOSAL 5A)
Fund Current Fundamental Proposed Policy
Policy
Alliance Quasar
Fund, Inc. The Fund will not No policy.
invest more than
5% of its total
assets in
securities of
issuers that have
been in operation
for less than 3
years, including
the operations of
any predecessors.
ILLIQUID SECURITIES POLICIES (PROPOSAL 5B)
Fund Current Policy Proposed Policy
Alliance Premier
Growth Fund, Inc. The Fund will not It is a non-
purchase illiquid fundamental policy
securities if of the Fund that
immediately after the Fund may not
such purchase more purchase any security
than 10% of the or enter into a
Fund's net assets repurchase agreement
taken at market if, as a result,
value would be so more than 15% of
invested. its net assets would
be invested in
repurchase agree-
ments not entitling
the holder to
payment of principal
and interest within
seven days and in
securities that are
illiquid by virtue
of legal or contrac-
tual restrictions
on resale or the
absence of a readily
<PAGE>
available market;
however, this
restriction will not
apply to securities
sold pursuant to
Rule 144A under
the Securities Act
of 1933, so long
as such securities
meet liquidity
guidelines established
from time to time by
the Board of Directors.
Alliance Balanced
Shares, Inc. The Fund will limit It is a non-
its investments in fundamental policy
illiquid securities of the Fund that
together with restricted the Fund may not
securities (except purchase any
Rule 144A securities) security or enter
to no more than 15% into a repurchase
of the Fund's average agreement if, as
net assets. a result, more
than 15% of its
net assets would
be invested in
repurchase agree-
ments not entitling
the holder to
payment of principal
and interest within
seven days and in
securities that are
illiquid by virtue
of legal or contractual
restrictions on
resale or the absence
of a readily available
market; however,
this restriction will
not apply to securities
sold pursuant to Rule
144A under the Securities
Act of 1933, so long as
such securities meet
liquidity guidelines
established from time
to time by the Board
of Directors.
<PAGE>
Alliance Quasar
Fund, Inc. (1) The Fund may not It is a non-
invest more than 10% fundamental policy
of its assets in of the Fund that
restricted securities. the Fund may not
purchase any
(2) The Fund will not security or enter
invest more than 5% into a repurchase
of its total assets agreement if, as a
in any securities of result, more than
issuers which are not 15% of its net
readily marketable. assets would be
invested in repurchase
agreements not
entitling the holder
to payment of principal
and interest within
seven days and in
securities that are
illiquid by virtue
of legal or contractual
restrictions on resale
or the absence of a
readily available
market; however, this
restriction will not
apply to securities
sold pursuant to Rule
144A under the Securities
Act of 1933, so long as
such securities meet
liquidity guidelines
established from time
to time by the Board
of Directors.
<PAGE>
Proxy Proxy
ALLIANCE PREMIER GROWTH FUND, INC.
ALLIANCE BALANCED SHARES, INC.
ALLIANCE QUASAR FUND, INC.
Instructions to the stockholders of Alliance Premier Growth Fund,
Inc. ("Premier Growth"), Alliance Balanced Shares, Inc.
("Balanced Shares") and Alliance Quasar Fund, Inc. ("Quasar" and
together with Premier Growth and Balanced Shares, the "Funds") in
connection with a Special Meeting of Stockholders to be held on
December 12, 2000.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF DIRECTORS
The undersigned hereby appoints each of Reid Conway and Carol H.
Rappa, or either of them, as proxies for the undersigned, each
with full power of substitution, to attend the Special Meeting of
Stockholders of the Funds to be held at 11:00 a.m., Eastern Time,
on December 12, 2000 at the offices of the Funds, 1345 Avenue of
the Americas, 33rd Floor, New York, New York 10105, and any
postponement or adjournment thereof, to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at
the Special Meeting and otherwise to represent the undersigned
with all powers possessed by the undersigned if personally
present at the Special Meeting. The undersigned hereby
acknowledges receipt of the Notice of Meeting and accompanying
Proxy Statement.
VOTE BY RETURNING THE SIGNED PROXY CARD
OR
VOTE VIA THE INTERNET:
https://vote.proxy-direct.com
OR
VOTE BY TELEPHONE BY CALLING TOLL-FREE:
1-800-597-7836
CONTROL NUMBER:
Please sign exactly as your name appears
on the books of the Fund. Joint owners
should each sign personally. Trustees
and other fiduciaries should indicate the
capacity in which they sign, and where
more than one name appears, a majority
must sign. If a corporation, this
signature should be that of an authorized
officer who should state his or her
title.
<PAGE>
__________________________
Signature of Stockholder
_____________________________
Signature of joint owner, if any
______________________________, 2000
Dated
<PAGE>
If this proxy is properly executed, the votes entitled to be cast
by the undersigned will be cast in the manner directed below. If
no direction is made as regards a particular proposal or other
matter, the votes entitled to be cast by the undersigned will be
cast "FOR" proposals one through five listed below, "FOR" any
postponement or adjournment of the Special Meeting with respect
to any proposal described in the proxy statement in the event
that sufficient votes in favor of the position on such proposal
recommended by the Boards of Directors are not timely received,
and in the discretion of the Proxy holder(s) on any other matters
that may properly come before the Special Meeting or any
adjournment or postponement thereof.
Please refer to the Proxy Statement for a discussion of each of
the proposals.
PLEASE MARK VOTES AS IN THIS EXAMPLE:
[X]
For All For All
Nominees Withhold Except
1. Election of Directors. [_] [_] [_]
01 John D. Carifa 05 William H. Foulk, Jr.
02 Ruth Block 06 Dr. James M. Hester
03 David H. Dievler 07 Clifford L. Michel
04 John H. Dobkin 08 Donald J. Robinson
If you do not wish your shares voted "For" any particular
Nominee, mark the "For All Except" box and write the
number(s) for the Nominee(s) on the line provided below.
________________________________________
Your Board of Directors urges you to vote "FOR" the election of
all Nominees.
For Against Abstain
[_] [_] [_]
2. Ratification of the selection
of PricewaterhouseCoopers LLP
as independent accountants of
Premier Growth and Balanced
Shares and Ernst & Young LLP as
independent auditors of Quasar.
Your Board of Directors urges you to vote "FOR" Proposal Two.
For Against Abstain
[_] [_] [_]
<PAGE>
3. Approve of an amendment of each
Fund's fundamental policy to
permit each Fund to engage in
securities lending to the
extent permitted by the
Investment Company Act of 1940,
as amended (the "1940 Act").
Your Board of Directors urges you to vote "FOR" Proposal Three.
For Against Abstain
[_] [_] [_]
4. Approve of an amendment of
certain of the Funds'
fundamental policies, in each
case consistent with the 1940
Act.
Your Board of Directors urges you to vote "FOR" Proposal Four.
For Against Abstain
[_] [_] [_]
5. Approve the removal or
reclassification of certain of
the Funds' fundamental policies
as non-fundamental.
Your Board of Directors urges you to vote "FOR" Proposal Five.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE IF YOU ARE NOT VOTING VIA THE INTERNET OR
BY TELEPHONE.
42
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