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Securities and Exchange Commission
Washington, D.C 20549
Rule 24f-2 Notice
for
The Alliance Strategic Balanced Fund,
a portfolio series of
The Alliance Portfolios
1345 Avenue of the Americas
New York, New York l0105
under the
Investment Company Act of l940
File No. 33-12988
(i) Fiscal year for which this Notice is filed:
August 1, 1994 through July 31, 1995
(ii) Number or amount of shares of beneficial interest of the
same class or series, if any, which had been registered under the
Securities Act of l933 other than pursuant to Rule 24f-2 under
the Investment Company Act of l940 (the "Act") but which remained
unsold at the beginning of such fiscal year:
NONE
(iii) Number or amount of shares of beneficial interest, if
any, registered during such fiscal year other than pursuant to
Rule 24f-2:
NONE
(iv) Number or amount of shares of beneficial interest sold
during such fiscal year:
627,604
(v) Number or amount of shares of beneficial interest sold
during such fiscal year in reliance upon Rule 24f-2:
627,604
Exhibit: Opinion of Messrs. Ropes & Gray
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* The filing fee of $0 is calculated in accordance with Rule
24f-2(c) of the Act and Section 6(b) of the Securities Act of
l933 and is based on the following: (i) the actual
aggregate sales price of 627,604 shares sold during such
period in reliance upon Rule 24f-2 was $9,415,699 and (ii)
the actual aggregate dollar amount of 1,388,490 shares
redeemed during the period was $20,136,994; none of which was
previously used for reduction pursuant to Rule 24e-2(a) in
filings made pursuant to Rule 24e-1 and, to the extent
necessary, all of which are being used for reduction pursuant
to this Rule 24f-2 Notice.
00250184.AB5
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SIGNATURE
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Pursuant to the requirements of Rule 24f-2 under the
Investment Company Act of l940, The Alliance Portfolios has duly
caused this Rule 24f-2 Notice to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City and State of
New York, on the 26th day of September, l995.
THE ALLIANCE PORTFOLIOS
/s/ Andrew L. Gangolf
Assistant Clerk
00250184.AB5
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September 26, 1995
The Alliance Portfolios
1345 Avenue of the Americas
New York, New York 10105
Ladies and Gentlemen:
You have informed us that you intend to file a Rule
24f-2 notice (the "Notice") with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 24f-2 (the
"Rule") under the Investment Company Act of 1940, as
amended, making definite the registration of 627,604 Class
A, Class B and Class C shares of beneficial interest,
$0.00001 par value (the "Shares"), of your Alliance
Strategic Balanced Fund (the "Fund") sold in reliance upon
the Rule during your fiscal year ended July 31, 1995.
We have examined your Agreement and Declaration of
Trust, as amended, as on file at the office of the Secretary
of State of The Commonwealth of Massachusetts. We are
familiar with the actions taken by your Trustees to
authorize the issue and sale from time to time of your
Shares of beneficial interest. We have assumed that upon
the issuance of the Shares, the Trust will receive the net
asset value thereof, which in all cases will at least be
equal to the par value thereof. We have also examined a
copy of your Bylaws and such other documents as we have
deemed necessary for the purposes of this opinion.
Based on the foregoing, we are of the opinion that
the Shares have been duly authorized and validly issued and
are fully paid and nonassessable.
The Trust is an entity of the type commonly known
as a "Massachusetts business trust." Under Massachusetts
law, shareholders could, under certain circumstances, be
held personally liable for the obligations of the Trust.
However, the Agreement and Declaration of Trust disclaims
shareholder liability for acts or obligations of the Trust
and requires that the notice of such disclaimer be given in
each agreement, obligation or instrument entered into or
executed by the Trust or
00250184.AB5
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The Alliance Portfolios -2- September 26, 1995
its Trustees. The Agreement and Declaration of Trust provides
for indemnification out of the property of the Fund for all loss
and expense of any shareholder held personally liable for the
obligations of the Trust solely by reason of being or having been
a shareholder of the Fund. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is
limited to circumstances in which the Fund itself would be unable
to meet its obligations.
We consent to this opinion accompanying the Notice.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
00250184.AB5
