ALLIANCE COUNTERPOINT FUND
ANNUAL REPORT
SEPTEMBER 30, 1995
ALLIANCECAPITAL
MUTUAL FUNDS WITHOUT THE MYSTERY.
LETTER TO SHAREHOLDERS ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
November 8, 1995
Dear Shareholder:
We are pleased to provide you with an update of Alliance Counterpoint Fund's
performance and investment activity for the fiscal year ended September 30,
1995. The following table compares the Fund's total returns over the twelve and
six months with that of the overall U.S. stock market, represented by the
unmanaged S&P 500-stock Index, and with the Russell 1000 Growth Stock Index,
also unmanaged, which measures the performance of the 1,000 largest U.S.
companies by market capitalization:
Twelve Months Six Months
Through September 30, 1995
----------------------------
ALLIANCE COUNTERPOINT FUND
Class A +30.87% +19.99%
Class B +29.94% +19.57%
Class C +29.99% +19.63%
S&P 500 INDEX +29.64% +18.19%
RUSSELL 1000 +30.01% +19.17%
The Fund's total returns are based on the net asset values of each class of
shares as of September 30; additional investment results appear on page 3. Also
provided on page 4 is a chart that shows the performance of a hypothetical
$10,000 initial investment in Alliance Counterpoint Fund Class A shares over a
ten-year period through the end of September.
PORTFOLIO ACTIVITY
The last twelve months has obviously been a period of strong returns for the
U.S. equity market and Alliance Counterpoint Fund has produced equally strong
returns for its shareholders.
During the period under review, we have continued to focus on our investment
strategy of buying quality growth stocks which may be either out of favor or
undervalued at the time of purchase. Several new holdings were added to the
portfolio including Microsoft, Intuit, Philip Morris, United Healthcare,
Bristol Myers and Home Depot.
The Fund's purchase of MICROSOFT was made since we last reported to you in the
spring. Microsoft had come under pressure as a result of various pending legal
battles the company had with the U.S. Department of Justice. We purchased the
stock in the midst of these troubles and the price has since increased
significantly. The Justice Department's investigation centered on antitrust
issues associated with Microsoft's proposed acquisition of Intuit. INTUIT
develops and markets a broad range of personal and commercial financial
software for use on personal computers. It is the dominant provider of these
products and, as such, an attractive acquisition for Microsoft. Due to the
legal issues, however, Microsoft subsequently withdrew its proposed acquisition
offer. When Intuit's stock dropped sharply on this announcement we bought
shares for the Fund since we believe that the long-term prospects for Intuit
are outstanding.
PHILIP MORRIS, which was a very profitable holding for your Fund in years past,
was also purchased in the last six months. Through the efforts of new
management, Philip Morris has revitalized its growth and initiated a program of
significant share repurchases and dividend increases.
In health care we purchased two new holdings in the last six months: UNITED
HEALTHCARE and BRISTOL MYERS. United Healthcare is one of the country's largest
owners of health maintenance organizations ('HMOs'). The stock came under
pressure because of price competition and questions regarding a large
acquisition. It is one of the best-managed companies in this fast growing
business and we believe it can successfully manage the cost and price pressures
that are prevalent in the current health care environment. Like many
pharmaceutical companies Bristol Myers has been out of favor for several years.
We believe it represents an attractive long-term opportunity which may be
enhanced by new drug development or possibly a restructuring. Bristol Myers is
currently selling at a below-market price earnings multiple with a 4% yield and
a strong balance sheet.
In the retail sector we purchased shares of HOME DEPOT, the preeminent home
improvement retailer with opera-
1
ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
tions in 28 states. This company has had an outstanding record of growth but is
currently out-of-favor, as are most other retailers. We anticipate that Home
Depot will continue to grow at a rapid pace and that investor sentiment for
this company should improve.
TOP HOLDINGS
On September 30, your Fund's ten largest holdings were in the following
high-quality companies: Intel, Motorola, Progressive, Morgan Stanley, Stryker,
Viacom, Invacare, Abbott Labs, Walt Disney and Gillette. These companies
represent about 40% of the portfolio's total net assets. Another 22% of the
assets are in the financial services sector, 18% is in the health care sector
and 14% is in the technology sector.
It is our belief that Alliance Counterpoint Fund's investment strategy of
buying and holding high-quality growth companies should continue to generate
above-average investment returns for its shareholders. We appreciate your
investment in the Fund and look forward to reporting its progress to you again
in 1996.
Sincerely,
John D. Carifa
Chairman and President
Peter W. Adams
Executive Vice President
David P. Handke, Jr.
Vice President
2
INVESTMENT RESULTS ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
AVERAGE ANNUAL TOTAL RETURN AS OF
SEPTEMBER 30, 1995
CLASS A SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
. One Year +30.87% +25.32%
. Five Years +16.25% +15.25%
. Ten Years +14.56% +14.06%
CLASS B SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
. One Year +29.94% +25.94%
. Since Inception* +14.21% +13.52%
CLASS C SHARES
. One Year +29.99%
. Since Inception* +14.25%
The average annual total returns reflect investment of dividends and/or capital
gains distributions in additional shares-with and without the effect of the
4.25% maximum front-end sales charge for Class A or applicable contingent
deferred sales charge for Class B (4% year 1, 3% year 2, 2% year 3, 1% year 4);
Class C shares are not subject to front-end or contingent deferred sales
charges. Past performance does not guarantee future results. Investment return
and principal value will fluctuate so that an investor's shares, when redeemed,
may be worth more or less than their original cost.
* Inception: 5/3/93, Class B and Class C.
3
ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
ALLIANCE COUNTERPOINT FUND
GROWTH OF A $10,000 INVESTMENT:
9/30/85 TO 9/30/95
This chart illustrates the total value of an assumed investment in Alliance
Counterpoint Fund Class A shares after deducting the maximum 4.25% sales
charge, and with dividends and capital gains reinvested. Performance for Class
B and Class C shares will vary from the results shown above due to differences
in expenses charged to those classes. Past performance is not indicative of
future results, and is not representative of future gain or loss in capital
value or dividend income.
The unmanaged Russell 1000 Growth Stock Index represents the performance of the
largest U.S. companies by market capitalization.
The unmanaged Standard and Poor's 500-stock index includes 500 U.S. stocks. It
is a common measure of the performance of the overall U.S. stock market.
When comparing Alliance Counterpoint Fund to the two indices shown above, you
should note that the Fund's performance reflects the maximum sales charge of
4.25% while no such charges are reflected in the performance of the indices.
4
TEN LARGEST HOLDINGS
SEPTEMBER 30, 1995 ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
COMPANY VALUE PERCENT OF NET ASSETS
- -----------------------------------------------------------------------------
Intel Corp. $ 2,104,375 4.8%
Motorola, Inc. 2,062,125 4.7
Progressive Corp. 2,013,750 4.6
Morgan Stanley Group, Inc. 1,634,125 3.7
Stryker Corp. 1,631,875 3.7
Viacom, Inc. 1,592,000 3.6
Invacare Corp. 1,584,000 3.6
Abbott Laboratories 1,577,125 3.6
Walt Disney Co. 1,549,125 3.5
Gillette Co. 1,524,000 3.5
$17,272,500 39.3%
MAJOR PORTFOLIO CHANGES
SIX MONTHS ENDED SEPTEMBER 30, 1995
SHARES*
- -------------------------------------------------------------------------
PURCHASES BOUGHT HOLDINGS 9/30/95
- --------------------------------------- ------ ----------------
AirTouch Communications, Inc. 19,000 19,000
Bristol-Myers Squibb Co. 12,000 12,000
General Motors Corp. CL.E 10,000 10,000
Home Depot, Inc. 20,000 20,000
Intuit, Inc.* 7,000 14,000
Microsoft Corp. 6,000 12,000
Philip Morris Cos., Inc. 14,000 14,000
Stryker Corp. 7,000 35,000
Tele-Communications, Inc. 23,000 23,000
United Healthcare Corp. 20,000 20,000
SALES SOLD HOLDINGS 9/30/95
- --------------------------------------- ------ ----------------
AT&T Corp. 9,000 -0-
Bandag, Inc. 9,000 -0-
Gannett Co., Inc. 12,000 -0-
Key Corp. 30,000 -0-
LIN Broadcasting Corp. 10,000 -0-
Morgan Stanley Group, Inc. 7,000 17,000
Northern Trust Corp. 12,000 27,000
Time Warner, Inc. 21,000 10,000
Turner Broadcasting Systems, Inc., Cl.B 35,000 -0-
United States Cellular Corp. 25,000 -0-
* Adjusted for stock splits.
5
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1995 ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
COMPANY SHARES VALUE
- ----------------------------------------------------------------------
COMMON STOCKS-98.9%
CONSUMER PRODUCTS & SERVICES-57.4%
AUTO & RELATED-2.4%
Allen Group, Inc. 16,000 $ 580,000
General Motors Corp. Cl.E 10,000 455,000
1,035,000
BROADCASTING & CABLE-15.2%
Cellular Communications, Inc.* 26,500 1,424,375
Comcast Corp. Cl.A (SPL) 55,000 1,100,000
LIN Television Corp.* 12,000 372,000
News Corp., Ltd. 43,000 946,000
Tele-Communications, Inc.* 23,000 615,250
United International Holdings Co. Cl. A* 35,000 647,500
Viacom, Inc.* 32,000 1,592,000
6,697,125
COSMETICS-3.5%
Gillette Co. 32,000 1,524,000
DRUGS, HOSPITAL SUPPLIES & MEDICAL SERVICES-17.7%
Abbott Laboratories 37,000 1,577,125
Bristol-Myers Squibb Co. 12,000 874,500
Invacare Corp. 33,000 1,584,000
Merck & Co., Inc. 20,000 1,120,000
Stryker Corp. 35,000 1,631,875
United Healthcare Corp. 20,000 977,500
7,765,000
ENTERTAINMENT & LEISURE TIME-4.4%
Time Warner, Inc. 10,000 397,500
Walt Disney Co. 27,000 1,549,125
1,946,625
FOOD, BEVERAGES & TOBACCO-9.8%
PepsiCo, Inc. 26,000 $1,326,000
Philip Morris Cos., Inc. 14,000 1,169,000
UST, Inc. 20,000 572,500
Wrigley (Wm.) Jr. Co. 25,000 1,262,500
4,330,000
RESTAURANTS & LODGING-2.6%
McDonald's Corp. 30,000 1,147,500
RETAILING-1.8%
Home Depot, Inc. 20,000 797,500
25,242,750
FINANCIAL SERVICES-21.7%
BANKING & CREDIT-5.6%
MBNA Corp. 30,000 1,248,750
Northern Trust Corp. 27,000 1,242,000
2,490,750
BROKERAGE-3.7%
Morgan Stanley Group, Inc. 17,000 1,634,125
INSURANCE-7.7%
American International Group, Inc. 16,000 1,360,000
Progressive Corp. 45,000 2,013,750
3,373,750
MORTGAGE-4.7%
Charter One Financial, Inc. 35,000 1,032,500
Federal National Mortgage Assn. 10,000 1,035,000
2,067,500
9,566,125
TECHNOLOGY-13.5%
COMPUTER SOFTWARE & SERVICES-4.0%
Intuit, Inc.* 14,000 658,000
Microsoft Corp.* 12,000 1,086,000
1,744,000
6
COMPANY SHARES VALUE
- ----------------------------------------------------------------------
SEMI-CONDUCTORS & RELATED-9.5%
Intel Corp. 35,000 $2,104,375
Motorola, Inc. 27,000 2,062,125
4,166,500
5,910,500
BASIC INDUSTRIES-3.3%
ELECTRICAL EQUIPMENT-1.9%
General Electric Co. 13,000 828,750
OIL & GAS-1.4%
Royal Dutch Petroleum Co. 5,000 613,750
1,442,500
SHARES OR
PRINCIPAL
AMOUNT
COMPANY (000) VALUE
- ----------------------------------------------------------------------
UTILITIES-3.0%
TELEPHONE-3.0%
AirTouch Communications, Inc.* 19,000 $ 581,875
ALLTEL Corp. 25,000 746,875
1,328,750
Total Common Stocks
(cost $27,369,321) 43,490,625
COMMERCIAL PAPER-1.5%
American Express Co.
5.75%, 10/02/95
(amortized cost $634,899) $635 634,899
TOTAL INVESTMENTS-100.4%
(cost $28,004,220) 44,125,524
Other assets less liabilities-(0.4%) (155,119)
NET ASSETS-100% $43,970,405
* Non-income producing security.
See notes to financial statements.
7
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1995 ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
ASSETS
Investments in securities, at value (cost $28,004,220) $44,125,524
Cash 12,575
Receivable for investment securities sold 199,643
Dividends receivable 70,648
Receivable for shares of beneficial interest sold 31,977
Total assets 44,440,367
LIABILITIES
Payable for investment securities purchased 279,375
Payable for shares of beneficial interest redeemed 44,654
Advisory fee payable 26,549
Distribution fee payable 12,211
Accrued expenses 107,173
Total liabilities 469,962
NET ASSETS $43,970,405
COMPOSITION OF NET ASSETS
Shares of beneficial interest, at par $23,283
Additional paid-in capital 22,161,327
Accumulated net realized gain 5,664,491
Net unrealized appreciation of investments 16,121,304
$43,970,405
CALCULATION OF MAXIMUM OFFERING PRICE
CLASS A SHARES
Net asset value and redemption price per share ($40,814,514/
2,157,860 shares of beneficial interest issued and outstanding) $18.91
Sales charge-4.25% of public offering price .84
Maximum offering price $19.75
CLASS B SHARES
Net asset value and offering price per share ($2,490,869/
134,563 shares of beneficial interest issued and outstanding) $18.51
CLASS C SHARES
Net asset value, redemption and offering price per share ($665,022/
35,892 shares of beneficial interest issued and outstanding) $18.53
See notes to financial statements.
8
STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1995 ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $5,787) $545,126
Interest 13,535 $ 558,661
EXPENSES
Advisory fee 304,705
Distribution fee - Class A 116,813
Distribution fee - Class B 11,989
Distribution fee - Class C 4,909
Administrative 142,812
Audit and legal 88,950
Custodian 66,952
Registration 59,315
Transfer agency 52,623
Trustees' fees 32,474
Printing 32,266
Miscellaneous 19,191
Total expenses 932,999
Net investment loss (374,338)
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain on investments 5,764,023
Net change in unrealized appreciation of investments 5,516,315
Net gain on investments 11,280,338
NET INCREASE IN NET ASSETS FROM OPERATIONS $10,906,000
See notes to financial statements.
9
STATEMENT OF CHANGES IN NET ASSETS ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
YEAR ENDED YEAR ENDED
SEP. 30, SEP. 30,
1995 1994
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss $ (374,338) $ (232,082)
Net realized gain on investments 5,764,023 6,398,156
Net change in unrealized appreciation
of investments 5,516,315 (9,126,084)
Net increase(decrease) in net assets
from operations 10,906,000 (2,960,010)
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net realized gain on investments
Class A (6,017,059) (8,811,714)
Class B (66,236) (34,271)
Class C (63,528) (47,987)
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
Net decrease (4,446,178) (12,206,038)
Total increase (decrease) 312,999 (24,060,020)
NET ASSETS
Beginning of year 43,657,406 67,717,426
End of year $43,970,405 $43,657,406
See notes to financial statements.
10
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1995 ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Counterpoint Fund (the 'Fund') is registered under the Investment
Company Act of 1940 as a diversified, open-end investment company. The Fund
offers Class A, Class B and Class C shares. Class A shares are sold with a
front-end sales charge of up to 4.25%. 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 sold without an initial or contingent deferred
sales charge. All three 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 following is a summary of significant accounting
policies followed by the Fund.
1. SECURITY VALUATION
Portfolio securities traded on national securities exchanges are valued at the
last reported sales price, or, if no sale occurred, at the mean of the bid and
asked price at the regular close of the New York Stock Exchange.
Over-the-counter securities not traded on national securities exchanges are
valued at the mean of the closing bid and asked price. Securities which mature
in 60 days or less are valued at amortized cost which approximates market
value. Securities for which current market quotations are not readily available
(including investments which are subject to limitations as to their resale) are
valued at their fair value as determined in good faith by the Board of Trustees.
2. 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 applicable, to
shareholders. Therefore, no provisions for federal income or excise taxes are
required.
3. INVESTMENT INCOME AND SECURITY TRANSACTIONS
Dividend income is recorded on the ex-dividend date. Interest income, including
amortization for premium and discount, is accrued daily. Security transactions
are accounted for on the date the securities are purchased or sold. Security
gains and losses are determined on the identified cost basis.
4. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded on the ex-dividend
date and are determined in accordance with income tax regulations.
5. RECLASSIFICATION OF NET ASSETS
As the Fund may not utilize net operating losses in future periods for tax
purposes, the Fund reclassified net operating losses of $374,338 to additional
paid-in capital at September 30, 1995. This reclassification had no effect on
net assets.
NOTE B: ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Under the terms of an investment advisory agreement, the Fund pays Alliance
Capital Management L.P., (the 'Adviser') an advisory fee at an annual rate of
.75 of 1% of the average daily net assets of the Fund. Such fee is accrued
daily and paid monthly.
The Adviser has agreed, under the terms of the investment advisory agreement,
to reimburse the Fund to the extent that its aggregate expenses (exclusive of
interest, taxes, brokerage, distribution fees and extraordinary expenses)
exceed the limits prescribed by any state in which the Fund's shares are
qualified for sale. The Fund believes that the most restrictive expense ratio
limitation
11
NOTES TO FINANCIAL STATEMENTS (CONTINUED) ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
imposed by any state is 2.5% of the first $30 million of its average daily net
assets, 2% of the next $70 million of its average daily net assets and 1.5% of
its average daily net assets in excess of $100 million. No reimbursement was
required for the year ended September 30, 1995. Pursuant to the advisory
agreement, the Fund paid $142,812 to the Adviser representing the cost of
certain legal and accounting services provided to the Fund by the Adviser for
the year ended September 30, 1995.
The Fund compensates Alliance Fund Services, Inc. (a wholly-owned subsidiary of
the Adviser) under a Service Agreement for providing personnel and facilities
to perform transfer agency services for the Fund. Such compensation amounted to
$34,260 for the year ended September 30, 1995.
Alliance Fund Distributors, Inc. (a wholly-owned subsidiary of the Adviser)
serves as the Distributor of the Fund's shares. The Distributor received sales
charges of $1,343 from the sale of Class A shares and $5,325 in contingent
deferred sales charges imposed upon redemptions by shareholders of Class B
shares for the year ended September 30, 1995.
Brokerage commissions paid on securities transactions for the year ended
September 30, 1995 amounted to $57,130 none of which was paid to affiliated
brokers.
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 Fund's average daily net assets attributable to
Class A shares and 1% of the average daily net assets attributable to both
Class B and Class C shares. Such fee is accrued daily and paid monthly. The
Agreement provides that the Distributor will use such payments in their
entirety for distribution assistance and promotional activities. The
Distributor has incurred expenses in excess of the distribution costs
reimbursed by the Fund in the amount of $369,497 and $193,244, for Class B and
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
Total purchases and sales of investment securities (excluding short-term
investments) aggregated $12,273,345 and $23,477,798, respectively, for the year
ended September 30, 1995. At September 30, 1995, the cost of securities for
federal income tax purposes was $28,058,500. Accordingly, gross unrealized
appreciation of investments was $16,213,183 and gross unrealized depreciation
of investments was $146,159, resulting in net unrealized appreciation of
$16,067,024.
12
ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
NOTE E: SHARES OF BENEFICIAL INTEREST
There is an unlimited number of $.01 par value shares of beneficial interest
authorized, designated Class A, Class B and Class C shares. Transactions in
shares of beneficial interest were as follows:
SHARES AMOUNT
------------------------ ----------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
SEP. 30, SEP. 30, SEP., 30, SEP. 30,
1995 1994 1995 1994
---------- ------------ ------------- -------------
CLASS A
Shares sold 170,232 230,472 $ 2,678,638 $ 4,094,191
Shares issued in
reinvestment of
distributions 372,182 427,840 5,236,597 7,615,558
Shares redeemed (876,701) (1,390,350) (14,198,393) (24,619,455)
Net decrease (334,287) (732,038) $ (6,283,158) $(12,909,706)
CLASS B
Shares sold 222,071 36,284 $ 3,610,291 $ 656,549
Shares issued in
reinvestment of
distributions 3,246 1,211 44,952 21,430
Shares redeemed (121,879) (12,139) (1,993,362) (220,299)
Net increase 103,438 25,356 $ 1,661,881 $ 457,680
CLASS C
Shares sold 31,314 19,402 $ 514,912 $ 354,646
Shares issued in
reinvestment of
distributions 2,218 1,288 30,739 22,802
Shares redeemed (22,328) (7,610) (370,552) (131,460)
Net increase 11,204 13,080 $ 175,099 $ 245,988
13
FINANCIAL HIGHLIGHTS ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
YEAR
<TABLE>
<CAPTION>
CLASS A
---------------------------------------------------------
YEAR ENDED SEPTEMBER 30,
---------------------------------------------------------
1995 1994 1993 1992 1991
----------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $17.14 $20.89 $19.45 $19.08 $15.18
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (.15)(d) (.10) (.01) .13 .17
Net realized and unrealized gain (loss)
on investments 4.54 (.82) 2.60 1.76 4.92
Net increase (decrease) in net asset value
from operations 4.39 (.92) 2.59 1.89 5.09
LESS: DISTRIBUTIONS
Dividends from net investment income -0- -0- (.04) (.16) (.20)
Distributions from net realized gains (2.62) (2.83) (1.11) (1.36) (.99)
Total dividends and distributions (2.62) (2.83) (1.15) (1.52) (1.19)
Net asset value, end of year $18.91 $17.14 $20.89 $19.45 $19.08
TOTAL RETURN
Total investment return based on
net asset value (a) 30.87% (4.91)% 13.76% 10.76% 35.39%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $40,815 $42,712 $67,356 $70,876 $59,690
Ratio of expenses to average net assets 2.28% 1.94% 1.79% 1.62% 1.64%
Ratio of net investment income (loss)
to average net assets (.89)% (.43)% (.04)% .79% 1.02%
Portfolio turnover rate 30% 25% 48% 39% 38%
</TABLE>
See footnote summary on page 16.
14
ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
PERIOD
CLASS B
---------------------------------------
MAY 3, 1993(B)
TO
YEAR ENDED SEPTEMBER 30, SEPTEMBER 30,
------------------------ -------------
1995 1994 1993
-------------- --------- -------------
Net asset value, beginning of period $16.94 $20.82 $18.51
INCOME FROM INVESTMENT OPERATIONS
Net investment loss (.27)(d) (.08) (.07)
Net realized and unrealized gain (loss)
on investments 4.46 (.97) 2.38
Net increase (decrease) in net asset
value from operations 4.19 (1.05) 2.31
LESS: DISTRIBUTIONS
Distributions from net realized gains (2.62) (2.83) -0-
Net asset value, end of period $18.51 $16.94 $20.82
TOTAL RETURN
Total investment return based on
net asset value (a) 29.94% (5.63)% 12.48%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $2,491 $527 $120
Ratio of expenses to average net assets 3.05% 2.73% 3.35%(c)
Ratio of net investment loss to average
net assets (1.64)% (1.17)% (1.60)%(c)
Portfolio turnover rate 30% 25% 48%
See footnote summary on page 16.
15
FINANCIAL HIGHLIGHTS (CONTINUED) ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
PERIOD
CLASS C
---------------------------------------
MAY 3, 1993(B)
TO
YEAR ENDED SEPTEMBER 30, SEPTEMBER 30,
------------------------ -------------
1995 1994 1993
-------------- --------- -------------
Net asset value, beginning of period $16.95 $20.83 $18.51
INCOME FROM INVESTMENT OPERATIONS
Net investment loss (.26)(d) (.14) (.05)
Net realized and unrealized gain (loss)
on investments 4.46 (.91) 2.37
Net increase (decrease) in net asset
value from operations 4.20 (1.05) 2.32
LESS: DISTRIBUTIONS
Distributions from net realized gains (2.62) (2.83) -0-
Net asset value, end of period $18.53 $16.95 $20.83
TOTAL RETURN
Total investment return based on
net asset value (a) 29.99% (5.62)% 12.53%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $665 $418 $242
Ratio of expenses to average net assets 2.99% 2.66% 3.22%(c)
Ratio of net investment loss to average
net assets (1.60)% (1.11)% (1.34)%(c)
Portfolio turnover rate 30% 25% 48%
(a) 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 charge or contingent
deferred sales charge is not reflected in the calculation of total investment
return. Total investment return calculated for a period of less than one year
is not annualized.
(b) Commencement of distribution.
(c) Annualized.
(d) Based on average shares outstanding.
16
REPORT OF ERNST & YOUNG LLP
INDEPENDENT AUDITORS ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
TO THE SHAREHOLDERS AND BOARD OF TRUSTEES ALLIANCE COUNTERPOINT FUND
We have audited the accompanying statement of assets and liabilities of
Alliance Counterpoint Fund (the 'Fund'), including the portfolio of
investments, as of September 30, 1995, 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. Our procedures included confirmation of securities owned as of
September 30, 1995, by correspondence with the custodian and brokers. 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 Counterpoint Fund at September 30, 1995, 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.
Ernst &Young LLP
New York, New York
November 3, 1995
17
BOARD OF TRUSTEES
JOHN D. CARIFA, CHAIRMAN AND PRESIDENT
RUTH BLOCK (1)
DAVID H. DIEVLER
JOHN H. DOBKIN (1)
WILLIAM H. FOULK, JR. (1)
DR. JAMES M. HESTER (1)
CLIFFORD L. MICHEL (1)
HENRY UGARTE (1)
OFFICERS
PETER W. ADAMS, EXECUTIVE VICE PRESIDENT
THOMAS BARDONG, VICE PRESIDENT
ALBERT J. DEGULIS, VICE PRESIDENT
DAVID P. HANDKE, JR., VICE PRESIDENT
EDMUND P. BERGAN, JR., SECRETARY
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER
PATRICK J. FARRELL, CONTROLLER
CUSTODIAN
STATE STREET BANK & TRUST COMPANY
225 Franklin Street
Boston, MA 02110
DISTRIBUTOR
ALLIANCE FUND DISTRIBUTORS, INC.
1345 Avenue of the Americas
New York, NY 10105
LEGAL COUNSEL
SEWARD & KISSEL
One Battery Park Plaza
New York, NY 10004
TRANSFER AGENT
ALLIANCE FUND SERVICES, INC.
P.O. Box 1520
Secaucus, NJ 07096-1520
Toll-free 1-(800) 221-5672
INDEPENDENT AUDITORS
ERNST & YOUNG LLP
787 Seventh Avenue
New York, NY 10019
(1) Member of the Audit Committee.
18
ALLIANCE COUNTERPOINT FUND
1345 Avenue of the Americas
New York, NY 10105
(800) 221-5672
ALLIANCECAPITAL
MUTUAL FUNDS WITHOUT THE MYSTERY.
THIS REPORT IS INTENDED SOLELY FOR DISTRIBUTION TO CURRENT SHAREHOLDERS OF THE
FUND.
R THESE REGISTERED SERVICE MARKS USED UNDER LICENSE FROM THE OWNER,
ALLIANCE CAPITAL MANAGEMENT L.P.
CPTAR
