ALLIANCE PORTFOLIOS
N-30D, 1995-10-03
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ALLIANCE
STRATEGIC
BALANCED
FUND
ANNUAL REPORT
JULY 31, 1995

LETTER TO SHAREHOLDERS                         ALLIANCE STRATEGIC BALANCED FUND
- -------------------------------------------------------------------------------

September 1, 1995

Dear Shareholder:

We are pleased to provide you with an update of Alliance Strategic Balanced 
Fund's performance and investment activity for the fiscal year ended July 31, 
1995. This period, beginning with the summer of 1994, was marked by increasing 
concern in the equity market that economic activity was accelerating at an 
inflationary pace. Consequently, the Federal Reserve continued to increase 
short-term interest rates through November. By July of this year, however, the 
pronounced slowdown in economic growth led the Fed to reverse policy and reduce 
interest rates by 0.25%. The equity and bond markets both rallied strongly in 
response.

ECONOMIC OUTLOOK
Our outlook envisions a modest reacceleration in economic activity through the 
end of 1995. Inflation remains well behaved, benefiting from moderate worldwide 
economic growth, intense global competition, aggressive cost cutting and 
significant technology capital investment. The Federal Reserve could lower 
rates very cautiously over the next 6-8 months provided the "soft landing" 
scenario continues. Corporate profitability has been strong as well, not only 
in absolute terms but also relative to investors' expectations. In this 
environment of a slowing economy and restrained inflation, the financial 
markets through August have experienced positive returns for eight consecutive 
months. This phenomenon should continue to support stock prices, though to a 
lesser degree, through the end of the year.

PORTFOLIO STRATEGY
Over the nearer term, the broad market averages may consolidate while the 
number of advancing issues, especially smaller capitalization ones, increase. 
In that context, selective stock picking should be rewarded. While growth 
stocks are emphasized in the portfolio, we also see potential in economically 
sensitive companies with the ability and intention to benefit from this period 
of high corporate profitability.

Your Fund's well diversified portfolio currently reflects the following 
investment themes: media, reinsurance, selected health care, tobacco and 
industrial restructurings. Technology remains a point of tactical focus. Across 
industries, we continue to invest in companies of widely varying market 
capitalizations.

INVESTMENT PERFORMANCE
The following table compares Alliance Strategic Balanced Fund's total returns 
over the twelve- and six-month periods ended July 31, 1995, with that of the 
broad U.S. stock market, represented by the S&P 500-stock Index, and with the 
U.S. bond market, represented by the Lehman Brothers (LB) Government/Corporate 
Bond Index:


                                     Twelve Months     Six Months
                                         Through July 31, 1995
                                     ----------------------------
  ALLIANCE STRATEGIC BALANCED FUND
    Class A                              +12.40%        +14.45%
    Class B                              +11.63%        +13.99%
    Class C                              +11.62%        +13.98%
  S&P 500                                +26.03%        +21.02%
  LB GOV'T/CORP. BOND INDEX              +10.55%         +9.68%


The Fund's total returns are based on the net asset values of each class of 
shares as of July 31; additional investment results and complete descriptions 
of the Fund's benchmarks, both unmanaged, appear on pages 2 and 3.

On a note concerning your Fund's portfolio management, we are pleased to 
announce that going forward Alliance Strategic Balanced Fund will be managed by 
Kevin O'Brien. Mr. O'Brien joined the firm in 1988 and is a senior vice 
president of Alliance. He received his B.A. degree from Amherst College and an 
M.A. and Ph.D. from Cornell University, and has 16 years of investment 
experience.

Thank you for your investment in Alliance Strategic Balanced Fund. We look 
forward to reporting its progress to you early in 1996.

Sincerely,

John D. Carifa
Chairman and President


1



INVESTMENT RESULTS                             ALLIANCE STRATEGIC BALANCED FUND
- -------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN AS OF JULY 31, 1995

CLASS A SHARES
                                  WITHOUT         WITH
                               SALES CHARGE   SALES CHARGE
                               ---------------------------
 . One Year                        +12.40%         +7.63%
 . Since Inception*                +12.29         +11.29

CLASS B SHARES
                                  WITHOUT         WITH
                               SALES CHARGE   SALES CHARGE
                               ---------------------------
 . One Year                        +11.63%         +7.63%
 . Five Years                       +9.56          +9.56
 . Since Inception*                +12.08         +12.08

CLASS C SHARES
 . One Year                        +11.62%
 . Since Inception*                 +4.68

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: 9/4/90, Class A; 10/23/87, Class B; 8/2/93, Class C.


2



                                               Alliance Strategic Balanced Fund
- -------------------------------------------------------------------------------
ALLIANCE STRATEGIC BALANCED FUND
GROWTH OF A $10,000 INVESTMENT:
10/31/87 TO 7/31/95
$30,000
$28,000
$26,000
$24,000
$22,000
$20,000
$18,000
$16,000
$14,000
$12,000
$10,000
10/31/87
7/31/95
S&P 500

STRATEGIC
BALANCED FUND CLASS B: $24,277

LB GOV'T./CORP. BOND INDEX

This chart illustrates the total value of an assumed investment in Alliance 
Strategic Balanced Fund Class B shares (since inception) with dividends and 
capital gains reinvested. A contingent deferred sales charge (CDSC) is not 
reflected in this illustration since the hypothetical investment exists for a 
period beyond which a CDSC would be applicable. Class A shares are subject to a 
maximum 4.25% front-end sales charge; Class C shares are not subject to 
front-end sales charges or a CDSC. Performance for Class A 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 Standard and Poor's 500-stock index includes 500 U.S. stocks and 
is a common measure of the performance of the overall U.S. stock market.

The unmanaged Lehman Brothers Government/Corporate Bond Index represents a 
combination of the Government Bond Index and the Corporate Bond Index.

Strategic Balanced Fund
S&P 500
LB Gov't./Corp. Bond Index


3



TEN LARGEST HOLDINGS
JULY 31, 1995                                  ALLIANCE STRATEGIC BALANCED FUND
- -------------------------------------------------------------------------------
                                                                   PERCENT OF
COMPANY                                               VALUE        NET ASSETS
- -------------------------------------------------------------------------------
U.S. Treasury Notes                               $ 8,126,482        15.5%
ITT Corp.                                           2,688,000         5.1
Philip Morris Cos., Inc.                            1,898,062         3.6
Eastman Kodak Co.                                   1,815,187         3.5
U.S. Treasury Bonds                                 1,652,335         3.2
Federal National Mortgage Association,
  6.00%, 12/01/09                                   1,357,158         2.6
Ceridian Corp.                                      1,319,863         2.5
Warner Lambert Co.                                  1,302,000         2.5
Boeing Corp.                                        1,206,000         2.3
Monsanto Co.                                        1,192,000         2.3
                                                  $22,557,087        43.1%


MAJOR PORTFOLIO CHANGES
SIX MONTHS ENDED JULY 31, 1995
                                                         SHARES OR PRINCIPAL
PURCHASES                                              BOUGHT  HOLDINGS 7/31/95
- -------------------------------------------------------------------------------
Ceridian Corp.                                         31,900      31,900
Eastman Kodak Co.                                      31,500      31,500
Federal National Mortgage Association,
  6.00%, 12/01/09                                  $1,421,000  $1,410,620
ITT Corp.                                              22,400      22,400
Philip Morris Cos., Inc.                               26,500      26,500
Transatlantic Holdings, Inc.                           18,000      18,000
Upjohn Co.                                             30,000      30,000
U.S. Treasury Note, 7.75%, 1/31/00                 $5,000,000  $5,000,000
U.S. Treasury Note, 6.125%, 5/15/98                $2,000,000  $2,000,000
Warner Lambert Co.                                     15,500      15,500

 
SALES                                                   SOLD   HOLDINGS 7/31/95
Anadarko Petroleum Corp.                               16,200          -0-
General Instrument Corp. cv., 5.00%, 6/15/00       $  720,000          -0-
Illinois Central Corp.                                 55,000          -0-
Mercury Finance Co.                                    51,000          -0-
Mylan Laboratories, Inc.                               41,400          -0-
Nabisco Holdings Corp. Cl.A                            40,000          -0-
Sensormatic Electronics Corp.                          50,750          -0-
Thermo Instrument Systems, Inc.                        31,800          -0-
U.S. Treasury Bond, 6.25%, 8/15/23                 $7,450,000  $1,400,000
Wrigley Wm. Jr., Co.                                   16,900          -0-


4



PORTFOLIO OF INVESTMENTS
JULY 31, 1995                                  ALLIANCE STRATEGIC BALANCED FUND
- -------------------------------------------------------------------------------

COMPANY                                        SHARES          VALUE
- ----------------------------------------------------------------------
COMMON STOCKS-74.3%
TECHNOLOGY-21.4%
AEROSPACE & DEFENSE-2.7%
Boeing Co.                                     18,000       $1,206,000
Coltec Industries, Inc.*                       15,000          228,750
                                                             1,434,750

COMPUTERS-5.5%
Bay Networks, Inc.*                            25,000        1,121,875
Ceridian Corp.*                                31,900        1,319,863
Compuware Corp.*                               17,000          429,250
                                                             2,870,988

ELECTRONICS-1.5%
Applied Materials, Inc.*                        5,000          517,500
National Semiconductor Corp.*                  10,000          270,000
                                                               787,500

TELECOMMUNICATIONS-6.6%
AirTouch Communications, Inc.*                 15,300          481,950
Cox Communications, Inc*                       35,000          708,750
General Instrument Corp.*                      12,000          442,500
Scientific-Atlanta, Inc.*                      30,600          657,900
Tele-Communications, Inc. Cl.A*                15,000          375,000
Vodafone Group Plc (ADR)(a)                    20,700          815,062
                                                             3,481,162

MISCELLANEOUS-5.1%
ITT Corp.                                      22,400        2,688,000
                                                            11,262,400

CONSUMER NONCYCLICALS-11.6%
DRUGS-7.4%
Glaxo Wellcome Plc (ADR)(a)                    30,000          720,000
Lilly (Eli) & Co.                               9,000          704,250
Upjohn Co.                                     30,000        1,155,000
Warner-Lambert Co.                             15,500        1,302,000
                                                             3,881,250

HOSPITAL SUPPLIES & SERVICES-0.6%
AMSCO International Inc.*                      15,000         $279,375

TOBACCO-3.6%
Philip Morris Cos., Inc.                       26,500        1,898,062
                                                             6,058,687

BUSINESS SERVICES-9.9%
BROADCASTING-3.5%
Cablevision Systems Corp.*                     16,500        1,132,312
Comcast Corp. Cl.A SPL                         35,000          708,750
                                                             1,841,062

ENVIRONMENTAL CONTROL-2.1%
WMX Technologies, Inc                          35,000        1,093,750

PAPER & FOREST PRODUCTS-1.5%
Champion International Corp.                   14,000          789,250

PRINTING, PUBLISHING & BROADCASTING-2.8%
Clear Channel Communications, Inc.*             8,000          535,000
Infinity Broadcasting Corp. Cl.A*              25,000          925,000
                                                             1,460,000
                                                             5,184,062

CONSUMER CYCLICALS-9.5%
AUTOS & TRUCKS-0.5%
General Motors Corp.                            6,000          255,000

LEISURE RELATED-6.8%
Cyrk International Inc.*                       30,900          351,488
Eastman Kodak Co.                              31,500        1,815,187
Gaylord Entertainment Co. Cl.A*                12,915          353,548
Loews Corp.                                     5,000          601,875
Time Warner, Inc.                              10,000          428,750
                                                             3,550,848


5



PORTFOLIO OF INVESTMENTS (CONTINUED)           ALLIANCE STRATEGIC BALANCED FUND
- -------------------------------------------------------------------------------

COMPANY                                        SHARES          VALUE
- ----------------------------------------------------------------------
RETAIL - GENERAL-2.2%
Fingerhut Cos., Inc.                           69,300       $1,160,775
                                                             4,966,623

BASIC MATERIALS-8.5%
CHEMICALS-6.4%
Hercules, Inc.                                 20,000        1,072,500
IMC  Fertilizer Group, Inc.                    18,000        1,084,500
Monsanto Co.                                   12,800        1,192,000
                                                             3,349,000

ENVIRONMENTAL CONTROL-2.1%
Wellman, Inc.                                  41,500        1,115,313

METALS & MINING-0.0%
Nord Resources Corp.*                             812            2,639
                                                             4,466,952

CREDIT SENSITIVE-8.0%
INSURANCE-6.4%
Aetna Life & Casualty Co.                       6,000          371,250
American International Group, Inc.             10,650          798,750
Life Re Corp.                                  30,000          536,250
TIG Holdings, Inc.                             18,100          447,975
Transatlantic Holdings, Inc.                   18,000        1,188,000
                                                             3,342,225

UTILITY - TELEPHONE-1.6%
Telephone and Data Systems, Inc.               21,800          844,750
                                                             4,186,975

ENERGY-3.5%
OIL & GAS-3.5%
Atlantic Richfield Co.                          5,000          576,250
Louis Dreyfus Natural Gas Corp.*               12,200          164,700
Louisiana Land & 
Exploration Co.                                10,000          397,500
Occidental Petroleum Corp.                     30,000          675,000
                                                             1,813,450
 

                                             SHARES OR
                                             PRINCIPAL
                                               AMOUNT
COMPANY                                         (000)          VALUE
- ----------------------------------------------------------------------
CAPITAL GOODS-1.2%
MACHINERY-1.2%
Trinity Industry, Inc.                         11,000      $   368,500
York International Corp.                        5,500          253,688
                                                               622,188

COMMERCIAL SERVICES-0.7%
Ideon Group, Inc.                              35,200          369,600
Total Common Stocks (cost $35,336,818)                      38,930,937

LONG-TERM DEBT SECURITIES-24.0%
U.S. GOVERNMENT AND AGENCY OBLIGATIONS-21.3%
Federal National Mortgage Association
  6.00%, 12/01/09                              $1,411        1,357,158
U.S. Treasury Bonds
  6.25%, 8/15/23                                1,400        1,284,934
  7.625%, 2/15/25                                 335          367,401
U.S. Treasury Notes
  6.125%, 5/15/98                               2,000        2,006,240
  6.50%, 5/15/05                                  815          818,692
  7.75%, 1/31/00                                5,000        5,301,550
                                                            11,135,975

MISCELLANEOUS-2.7%
BCH Cayman Islands
  8.25%, 6/15/04                                  450          467,397
Liberty Mutual Insurance Co.
  8.50%, 5/15/25(b)                               525          528,659
Republic of Italy
  6.875%, 9/27/23                                 500          436,715
                                                             1,432,771


6



                                               ALLIANCE STRATEGIC BALANCED FUND
- -------------------------------------------------------------------------------
                                             PRINCIPAL
                                               AMOUNT
COMPANY                                         (000)          VALUE
- ----------------------------------------------------------------------
Total Long-Term Debt Securities
  (cost $12,291,581)                                       $12,568,746
SHORT-TERM DEBT 
SECURITIES-2.5%
Federal Home Loan Mortgage Corp.
  5.75%, 8/01/95
  (amortized cost $1,300,000)                  $1,300        1,300,000
 

                                                               VALUE
- ----------------------------------------------------------------------
TOTAL INVESTMENTS-100.8%
  (cost $48,928,399)                                       $52,799,683
Other assets less liabilities-(0.8%)                          (433,753)

NET ASSETS-100%                                            $52,365,930


*    Non-income producing security.

(a)  Country of origin - United Kingdom.

(b)  Security exempt from registration under Rule 144A of the Securities Act of 
1933. This security may be resold in transactions exempt from registration, 
normally to certain qualified institutional buyers. At July 31, 1995, this 
security amounted to $528,659 representing 1.0% of net assets.

     Glossary:
     ADR - American Depository Receipt
     See notes to financial statements.


7



STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 1995                                  ALLIANCE STRATEGIC BALANCED FUND
- -------------------------------------------------------------------------------

ASSETS
  Investments in securities, at value (cost $48,928,399)            $52,799,683
  Cash                                                                   92,758
  Receivable for shares of beneficial interest sold                     515,449
  Receivable for investment securities sold                             370,648
  Receivable due from adviser                                            50,370
  Interest and dividends receivable                                     147,697
  Deferred organization expenses                                            951
  Total assets                                                       53,977,556

LIABILITIES
  Payable for investment securities purchased                         1,010,660
  Payable for shares of beneficial interest redeemed                    410,779
  Distribution fee payable                                               37,926
  Accrued expenses                                                      152,261
  Total liabilities                                                   1,611,626

NET ASSETS                                                          $52,365,930

COMPOSITION OF NET ASSETS
  Shares of beneficial interest, at par                             $        33
  Additional paid-in capital                                         47,481,990
  Undistributed net investment income                                   482,409
  Accumulated net realized gain on investments                          541,071
  Net unrealized appreciation on investments and other assets         3,860,427
                                                                    $52,365,930

CALCULATION OF MAXIMUM OFFERING PRICE
  CLASS A SHARES
  Net asset value and redemption price per share ($10,952,356/609,269 
    shares of beneficial interest issued and outstanding)                $17.98
  Sales charge-4.25% of public offering price                               .80
  Maximum offering price                                                 $18.78

  CLASS B SHARES
  Net asset value and offering price per share ($37,300,701/2,397,785
    shares of beneficial interest issued and outstanding)                $15.56

  CLASS C SHARES
  Net asset value, redemption and offering price per share($4,112,873/
    264,193 shares of beneficial interest issued and outstanding)        $15.57


See notes to financial statements.


8



STATEMENT OF OPERATIONS
YEAR ENDED JULY 31, 1995                       ALLIANCE STRATEGIC BALANCED FUND
- -------------------------------------------------------------------------------

INVESTMENT INCOME
  Interest                                             $1,339,107 
  Dividends (net of foreign taxes withheld of $4,918)     517,597 
                                                                     $1,856,704
EXPENSES
  Advisory fee                                            400,593 
  Distribution fee - Class A                               29,183 
  Distribution fee - Class B                              395,190 
  Distribution fee - Class C                               41,658 
  Transfer agency                                         123,873 
  Custodian                                                81,778 
  Registration                                             65,206 
  Audit and legal                                          60,406 
  Trustees' fees                                           28,000 
  Printing                                                 22,117 
  Amortization of organization expenses                     7,300 
  Miscellaneous                                             9,670 
  Total expenses                                        1,264,974 
  Less: expenses waived and assumed by adviser 
    (see Note B)                                         (211,406) 
  Net expenses                                                        1,053,568
  Net investment income                                                 803,136
    
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
  Net realized gain on investments                                    1,585,794
  Net change in unrealized appreciation of investments                3,225,074
  Net gain on investments                                             4,810,868
    
NET INCREASE IN NET ASSETS FROM OPERATIONS                           $5,614,004
    
    
See notes to financial statements.


9



STATEMENT OF CHANGES IN NET ASSETS             ALLIANCE STRATEGIC BALANCED FUND
- -------------------------------------------------------------------------------

                                          YEAR ENDED   MAY 1, 1994   YEAR ENDED
                                            JULY 31,   TO JULY 31,    APRIL 30,
                                              1995          1994*        1994
                                         ------------ ------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM 
OPERATIONS
  Net investment income                   $  803,136   $  151,149   $  509,064
  Net realized gain (loss) on 
    investments                            1,585,794     (279,249)   1,846,056
  Net change in unrealized appreciation 
    of investments                         3,225,074     (677,270)  (1,190,672)
  Net increase (decrease) in net assets 
    from operations                        5,614,004     (805,370)   1,164,448

DIVIDENDS AND DISTRIBUTIONS TO 
SHAREHOLDERS FROM:
  Net investment income
    Class A                                 (128,387)          -0-    (104,771)
    Class B                                 (351,616)          -0-    (329,947)
    Class C                                  (36,666)          -0-      (5,749)
  Net realized gain on investments
    Class A                                  (20,950)          -0-    (507,212)
    Class B                                 (105,192)          -0-  (2,851,133)
    Class C                                  (10,969)          -0-     (47,095)

TRANSACTIONS IN SHARES OF BENEFICIAL 
INTEREST
  Net increase (decrease)                (10,129,045)     612,180   15,616,965
  Total increase (decrease)               (5,168,821)    (193,190)  12,935,506

NET ASSETS
  Beginning of period                     57,534,751   57,727,941   44,792,435
     
  End of period (including undistributed 
    net investment income of $482,409, 
    $159,778 and $8,629, respectively)   $52,365,930  $57,534,751  $57,727,941
     
     
*  The Fund changed its fiscal year end from April 30 to July 31.
   See notes to financial statements.


10



NOTES TO FINANCIAL STATEMENTS
JULY 31, 1995                                  ALLIANCE STRATEGIC BALANCED FUND
- -------------------------------------------------------------------------------

NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Strategic Balanced Fund, formerly Alliance Balanced Fund (the "Fund"), 
a series of The Alliance Portfolios (the "Trust"), is registered under the 
Investment Company Act of 1940, as a diversified, open-end investment company. 
Prior to August 2, 1993, the Trust was known as The Equitable Funds, and the 
Fund was known as The Equitable Balanced Fund. 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. Shares purchased before August 2, 1993 
and redeemed within six years of purchase are subject to different rates than 
shares purchased after that date. Class C shares are sold without an initial or 
contingent deferred sales charge. The shares also bear different distribution 
fees. All three classes of shares have identical voting, dividend, liquidation 
and other 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 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.  Securities traded 
on the over-the-counter market are valued at the mean of the closing bid and 
asked price.  Securities for which current market quotations are not readily 
available (including investments which are subject to limitations as to their 
sale) are valued at their fair value as determined in good faith by the Board 
of Trustees.  The Board of Trustees has further determined that the value of 
certain portfolio debt securities, other than temporary investments in short 
term securities, be determined by reference to valuations obtained from a 
pricing service. Restricted securities are valued at fair value as determined 
by the Board of Trustees. Securities which mature in 60 days or less are valued 
at amortized cost, which approximates market value. The ability of issuers of 
debt securities held by the Fund to meet their obligations may be affected by 
economic developments in a specific industry or region.

2. ORGANIZATION EXPENSES
Organization expenses of approximately $30,000 have been deferred and are being 
amortized on a straight-line basis through September, 1995.

3. TAXES
It is the Fund's policy to meet the requirements of the Internal Revenue Code 
applicable to regulated investment companies and to distribute all of its 
investment company taxable income and net realized gains, if applicable, to 
shareholders.  Therefore, no provisions for federal income or excise taxes are 
required.

4. INVESTMENT INCOME AND SECURITY TRANSACTIONS
Dividend income is recorded on the ex-dividend date.  Interest income is 
accrued daily. Security transactions are accounted for on the date securities 
are purchased or sold.  Security gains and losses are determined on the 
identified cost basis. The Fund accretes discounts and amortizes premiums as 
adjustments to interest income.

5. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded on the ex-dividend 
date. Income dividends and capital gain distributions are determined in 
accordance with income tax regulations, which may differ from generally 
accepted accounting principles.

6. INCOME AND EXPENSES
All income earned, and expenses incurred by the Fund are borne on a pro-rata 
basis by each outstanding class of shares, based on the proportionate interest 
in the Fund represented by the shares of such class, except that the Funds' 
Class B and Class C shares bear higher distribution and transfer agent fees. 
Expenses attributable to the Fund are charged to the Fund. Expenses of the 
Trust are charged to the Fund in proportion to net assets.


11



NOTES TO FINANCIAL STATEMENTS (CONTINUED)      ALLIANCE STRATEGIC BALANCED FUND
- -------------------------------------------------------------------------------

NOTE B: ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Prior to July 22, 1993, Equitable Capital Management Corporation (Equitable 
Capital) served as the investment adviser to the Trust. On July 22, 1993, 
Alliance Capital Management, L.P. (Alliance) acquired the business and 
substantially all of the assets of Equitable Capital and became the investment 
adviser to the Trust.

Under the terms of an investment advisory agreement, the Fund pays Alliance an 
advisory fee at an annual rate of .75% of the Fund's average daily net assets. 
Under the old agreement the fee charge was the same. Such fee is accrued daily 
and paid monthly. The Investment Adviser has agreed, under the terms of the 
investment advisory agreement, to voluntarily waive its fees and bear certain 
expenses so that total expenses do not exceed on an annual basis 1.40%, 2.10% 
and 2.10% of average net assets, respectively, for the Class A, Class B and 
Class C shares. Prior to August 2, 1993, the annual expense cap for Class B 
Shares was 2.15%. For the year ended July 31, 1995, such reimbursement amounted 
to $211,406. In addition to these voluntary arrangements, the Investment 
Adviser will reduce its compensation, to the extent that expenses of the Fund 
for any fiscal year (not including any distribution expenses paid by the Fund) 
exceed the lowest applicable expense limitation prescribed by any state in 
which the Fund's shares are qualified for sale. The Fund believes that the most 
restrictive expense ratio limitation imposed by any state in which the Fund has 
qualified its shares for sale is 2.5% of the first $30 million of the Fund's 
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.

The Fund has a Services Agreement with Alliance Fund Services, Inc. (a 
wholly-owned subsidiary of the Adviser) to provide personnel and facilities to 
perform transfer agency services for the Fund. Compensation under this 
agreement amounted to $89,368 for the year ended July 31, 1995.

Alliance Fund Distributors, Inc. (a wholly owned subsidiary of the Adviser) 
serves as the Distributor of the Fund's shares. The Distributor received 
front-end sales charges of $1,814 from the sale of Class A shares and $85,826 
in contingent deferred sales charges imposed upon redemptions by shareholders 
of Class B shares for the year ended July 31, 1995.

Brokerage commissions paid on securities transactions for the year ended July 
31, 1995 amounted to $196,452, of which $240 was paid to brokers utilizing the 
services of the Pershing Division of Donaldson, Lufkin & Jenrette Securities 
Corp. ("DLJ"), an affiliate of the Adviser.

Accrued expenses includes amounts owed to two of the Trustees under a deferred 
compensation plan, of $37,972.

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 .50% 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. The Trustees currently limit payments under the Class A 
plan to .30% of the Fund's average daily net assets attributable to Class A 
shares. Prior to August 2, 1993, Equico Securities served as the distributor of 
the Fund. The Fund paid a distribution fee to the distributor of .25% of the 
Funds average daily net assets attributed to Class A shares. 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 $759,314 and $219,442 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.


12



                                               ALLIANCE STRATEGIC BALANCED FUND
- -------------------------------------------------------------------------------

NOTE D: INVESTMENT TRANSACTIONS
Purchases and sales of investment securities (excluding short-term investments) 
aggregated $76,930,163 and $75,103,749, respectively, for the year ended July 
31, 1995. There were purchases of $18,087,684 and sales of $15,054,315 of U.S. 
Government and government agency obligations for the year ended July 31, 1995. 
At July 31, 1995, the cost of securities for federal income tax purposes was 
the same as the cost for financial reporting purposes. Accordingly, gross 
unrealized appreciation of investments was $4,429,309 and gross unrealized 
depreciation of investments was $558,025 resulting in net unrealized 
appreciation of $3,871,284.

The Fund fully utilized its capital loss carryover of $765,373 to offset gain 
realized during the year ended July 31, 1995.

NOTE E: SHARES OF BENEFICIAL INTEREST 
There is an unlimited number of $0.00001 par value shares of beneficial 
interest authorized divided into three classes, designated Class A, Class B and 
Class C shares.  Transactions in shares of beneficial interest were as follows:

<TABLE>
<CAPTION>
                                                       SHARES                                   AMOUNT
                                   -----------------------------------------  ----------------------------------------
                                                    MAY 1, 1994                              MAY 1, 1994 
                                      YEAR ENDED         TO       YEAR ENDED   YEAR ENDED         TO       YEAR ENDED
                                        JULY 31,      JULY 31,     APRIL 30,     JULY 31,       JULY 31,    APRIL 30,
                                          1995         1994**        1994          1995          1994**       1994
                                    ------------  ------------  ------------  ------------  ------------  ------------
<S>                                 <C>           <C>           <C>           <C>           <C>           <C>
CLASS A
Shares sold                             215,830        49,331       276,843   $ 3,566,155   $   798,528   $ 4,797,182
Shares issued in reinvestment of 
  dividends and distributions             8,938            -0-       34,373       138,715            -0-      589,070
Shares redeemed                        (208,409)      (53,073)     (223,556)   (3,417,256)     (861,885)   (3,785,573)
Net increase (decrease)                  16,359        (3,742)       87,660   $   287,614   $   (63,357)  $ 1,600,679

CLASS B
Shares sold                             323,750       185,371       916,638   $ 4,608,223   $ 2,621,004   $13,826,031
Shares issued in reinvestment of 
  dividends and distributions            30,603            -0-      202,615       412,834            -0-    3,027,444
Shares redeemed                      (1,047,251)     (144,019)     (493,204)  (14,853,928)   (2,029,917)   (7,402,027)
Net increase (decrease)                (692,898)       41,352       626,049   $(9,832,871)   $  591,087   $ 9,451,448
</TABLE>
       
       
<TABLE>
<CAPTION>
                                                       SHARES                                   AMOUNT
                                   ------------------------------------------ -----------------------------------------
                                                    MAY 1, 1994     AUGUST 2,                 MAY 1, 1994     AUGUST 2,
                                      YEAR ENDED         TO           1993*     YEAR ENDED         TO          1993*
                                        JULY 31,      JULY 31,         TO         JULY 31,      JULY 31,        TO
                                         1995          1994**   APRIL 30,1994      1995          1994**   APRIL 30,1994
                                   -------------  ------------  ------------- ------------  ------------  -------------
<S>                                <C>            <C>           <C>           <C>           <C>           <C>
CLASS C
Shares sold                              88,024        42,010       357,421    $1,241,321      $594,022    $5,401,615
Shares issued in reinvestment of 
  dividends and distributions             3,015            -0-        2,365        40,701            -0-       35,078
Shares redeemed                        (132,830)      (35,791)      (60,021)   (1,865,810)     (509,572)     (871,855)
Net increase (decrease)                 (41,791)        6,219       299,765     $(583,788)      $84,450    $4,564,838
</TABLE>
       
       
*   Commencement of distribution.
**  The Fund changed its fiscal year end from April 30 to July 31.


13



NOTES TO FINANCIAL STATEMENTS (CONTINUED)      ALLIANCE STRATEGIC BALANCED FUND
- -------------------------------------------------------------------------------

NOTE F: RECLASSIFICATION OF COMPONENTS OF NET ASSETS 
In accordance with Statement of Position 93-2 Determination, Disclosure, and 
Financial Statement Presentation of Income, Capital Gain, and Return of Capital 
Distributions by Investment Companies, permanent book and tax differences, 
relating to shareholder distributions have been reclassified to additional 
paid-in capital. As of July 31, 1995, the cumulative effect of such differences 
totaling $36,164 was reclassified from undistributed net investment income to 
additional paid in capital. Net investment income, net realized gains and net 
assets were not affected by this change.


14



FINANCIAL HIGHLIGHTS                           ALLIANCE STRATEGIC BALANCED FUND
- -------------------------------------------------------------------------------

SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH 
PERIOD

<TABLE>
<CAPTION>
                                                                       CLASS A
                                        ------------------------------------------------------------------
                                                    MAY 1,1994
                                         YEAR ENDED      TO               YEAR ENDED APRIL 30,
                                           JULY 31,   JULY 31,  ------------------------------------------
                                             1995      1994**      1994      1993      1992      1991(A)
                                        -----------  ----------  --------  --------  --------  -----------
<S>                                     <C>          <C>         <C>       <C>       <C>       <C>
Net asset value, beginning of period        $16.26    $16.46      $16.97    $17.06    $14.48    $12.51
       
INCOME FROM INVESTMENT OPERATIONS
Net investment income *                        .34       .07         .16       .39       .27       .34
Net realized and unrealized gain (loss) 
  on investments                              1.64      (.27)        .74       .59      2.80      1.66
Net increase (decrease) in net asset
  value from operations                       1.98      (.20)        .90       .98      3.07      2.00
       
LESS: DISTRIBUTIONS
Dividends from net investment income          (.22)       -0-       (.24)     (.42)     (.17)     (.03)
Distributions from net realized gains         (.04)       -0-      (1.17)     (.65)     (.32)       -0-
Total dividends and distributions             (.26)       -0-      (1.41)    (1.07)     (.49)     (.03)
Net asset value, end of period              $17.98    $16.26      $16.46    $16.97    $17.06    $14.48
       
TOTAL RETURN
Total investment return based on 
  net asset value (b)                        12.40%    (1.22)%      5.06%     5.85%    20.96%    16.00%
       
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period(000's omitted)   $10,952    $9,640      $9,822    $8,637    $6,843      $443
Ratios to average net assets of:
  Expenses, net of waivers/
    reimbursements                            1.40%     1.40%(c)    1.40%     1.40%     1.40%     1.40%(c)
  Expenses, before waivers/
    reimbursements                            1.81%     1.94%(c)    1.70%     1.85%     2.05%    11.59%(c)
  Net investment income                       2.07%     1.63%(c)    1.67%     2.29%     1.92%     3.54%(c)
Portfolio turnover rate                        172%       21%        139%       98%      103%      137%
</TABLE>


See footnote summary on page 17.


15



FINANCIAL HIGHLIGHTS (CONTINUED)               ALLIANCE STRATEGIC BALANCED FUND
- -------------------------------------------------------------------------------

SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH 
PERIOD

<TABLE>
<CAPTION>
                                                                      CLASS B
                                         --------------------------------------------------------------
                                                     MAY 1, 1994
                                         YEAR ENDED      TO               YEAR ENDED APRIL 30,
                                           JULY 31,   JULY 31,   --------------------------------------
                                             1995      1994**      1994      1993      1992      1991
                                         ----------  -----------  -------  --------  --------  --------
<S>                                      <C>         <C>          <C>      <C>       <C>       <C>
Net asset value, beginning of period        $14.10    $14.30      $14.92    $15.51    $13.96    $12.40
       
INCOME FROM INVESTMENT OPERATIONS
Net investment income *                        .22       .03         .06       .23       .22       .43
Net realized and unrealized gain (loss) 
  on investments                              1.40      (.23)        .63       .53      2.70      1.60
Net increase (decrease) in net asset 
  value from operations                       1.62      (.20)        .69       .76      2.92      2.03
       
LESS: DISTRIBUTIONS
Dividends from net investment income          (.12)       -0-       (.14)     (.25)     (.29)     (.47)
Distributions from net realized gains         (.04)       -0-      (1.17)    (1.10)    (1.08)       -0-
Total dividends and distributions             (.16)       -0-      (1.31)    (1.35)    (1.37)     (.47)
Net asset value, end of period              $15.56    $14.10      $14.30    $14.92    $15.51    $13.96
       
TOTAL RETURN
Total investment return based on 
  net asset value (b)                        11.63%    (1.40)%      4.29%     4.96%    20.14%    16.73%
       
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period(000's omitted)   $37,301   $43,578     $43,616   $36,155   $31,842   $22,552
Ratios to average net assets of:
  Expenses, net of waivers/
    reimbursements                            2.10%     2.10%(c)    2.10%     2.15%     2.15%     2.10%
  Expenses, before waivers/
    reimbursements                            2.49%     2.64%(c)    2.42%     2.56%     2.70%     2.93%
  Net investment income                       1.38%      .92%(c)     .93%     1.55%     1.34%     3.23%
Portfolio turnover rate                        172%       21%        139%       98%      103%      137%
</TABLE>


See footnote summary on page 17.


16



                                               ALLIANCE STRATEGIC BALANCED FUND
- -------------------------------------------------------------------------------

SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH 
PERIOD

                                                         CLASS C
                                            -----------------------------------
                                                       MAY 1,1994    AUGUST 2,
                                             YEAR ENDED     TO        1993(D)
                                               JULY 31,  JULY 31,       TO
                                                1995      1994**  APRIL 30,1994
                                             ---------  --------- -------------
Net asset value, beginning of period           $14.11    $14.31      $15.64
    
INCOME FROM INVESTMENT OPERATIONS
Net investment income *                           .16       .03         .15
Net realized and unrealized loss 
  on investments                                 1.46      (.23)       (.17)
Net increase (decrease) in net asset 
  value from operations                          1.62      (.20)       (.02)
    
LESS: DISTRIBUTIONS
Dividends from net investment income             (.12)       -0-       (.14)
Distributions from net realized gains            (.04)       -0-      (1.17)
Total dividends and distributions                (.16)       -0-      (1.31)
Net asset value, end of period                 $15.57    $14.11      $14.31
    
TOTAL RETURN
Total investment return based on 
  net asset value (b)                           11.62%    (1.40)%       .45%
    
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)      $4,113    $4,317      $4,289
Ratios to average net assets of:
  Expenses, net of waivers/
    reimbursements                               2.10%     2.10%(c)    2.10%(c)
  Expenses, before waivers/
    reimbursements                               2.50%     2.64%(c)    2.07%(c)
  Net investment income                          1.38%      .93%(c)     .69%(c)
Portfolio turnover rate                           172%       21%        139%

*    Net of fee waived and expenses reimbursed by the Adviser.
**   The Fund changed its fiscal year end from April 30 to July 31.

(a)  For the period September 4, 1990 (commencement of operations) to April 30, 
1991.

(b)  Total investment return is calculated assuming an initial investment made 
at the net asset value at the beginning of the period, reinvestment of all 
dividends and distributions at net asset value during the period, and 
redemption on the last day of the period.  Initial sales charges or contingent 
deferred sales charges 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.

(c)  Annualized.

(d)  Commencement of distribution.

Prior to July 22, 1993, Equitable Capital Management Corporation (Equitable 
Capital) served as investment adviser to the Trust.  On July 22, 1993, Alliance 
Capital Management L.P. acquired the business and substantially all of the 
assets of Equitable Capital and became investment adviser for the Trust.


17



REPORT OF INDEPENDENT ACCOUNTANTS              ALLIANCE STRATEGIC BALANCED FUND
- -------------------------------------------------------------------------------

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF ALLIANCE STRATEGIC BALANCED FUND
In our opinion, the accompanying statement of assets and liabilities, including 
the portfolio of investments, the related statements of operations and of 
changes in net assets and the financial highlights present fairly, in all 
material respects, the financial position of Alliance Strategic Balanced Fund 
(one of the portfolios of The Alliance Portfolios, hereafter referred to as the 
"Fund") at July 31, 1995, the results of its operations for the year then 
ended, the changes in its net assets for the year then ended, for the period 
May 1, 1994 to July 31, 1994, and for the year ended April 30, 1994, and the 
financial highlights for each of the periods presented, in conformity with 
generally accepted accounting principles. These financial statements and 
financial highlights (hereafter referred to as "financial statements") are the 
responsibility of the Fund's management; our responsibility is to express an 
opinion on these financial statements based on our audits. We conducted our 
audits of these financial statements in accordance with generally accepted 
auditing standards which require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of 
material misstatement. An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements, assessing 
the accounting principles used and significant estimates made by mangement, and 
evaluating the overall financial statement presentation. We believe that our 
audits, which included confirmation of securities at July 31, 1995 by 
correspondence with the custodian and brokers and the application of 
alternative auditing procedures where confirmations from brokers were not 
received, provide a reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP 
New York, New York 
September 27, 1995


18



ALLIANCE STRATEGIC BALANCED FUND
BOARD OF TRUSTEES
JOHN D. CARIFA, CHAIRMAN AND PRESIDENT
ALBERTA B. ARTHURS (1)
RUTH BLOCK (1)
RICHARD W. COUPER (1)
BRENTON W. HARRIES (1)
DONALD J. ROBINSON (1)

OFFICERS
BRUCE CALVERT, VICE PRESIDENT
KATHLEEN A. CORBET, VICE PRESIDENT
FRANKLIN KENNEDY III, VICE PRESIDENT
WAYNE D. LYSKI, VICE PRESIDENT
BARBARA J. KRUMSIEK, VICE PRESIDENT - MARKETING
EDMUND P. BERGAN, JR., CLERK
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER
PATRICK J. FARRELL, CONTROLLER & CHIEF ACCOUNTING OFFICER

CUSTODIAN
STATE STREET BANK & TRUST COMPANY
225 Franklin Street
Boston, MA 02110

PRINCIPAL UNDERWRITER
ALLIANCE FUND DISTRIBUTORS, INC.
1345 Avenue of the Americas
New York, NY 10105

LEGAL COUNSEL
ROPES & GRAY
One International Place
Boston, MA 02110-2624

TRANSFER AGENT
ALLIANCE FUND SERVICES, INC.
P.O. Box 1520
Secaucus, NJ 07096-1520
Toll-Free 1-(800) 221-5672

INDEPENDENT ACCOUNTANTS
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, NY 10036-2798


(1)  Member of the Audit Committee.


19



ALLIANCE STRATEGIC BALANCED FUND
1345 Avenue of the Americas
New York, NY  10105
(800) 221-5672

ALLIANCECAPITAL
MUTUAL FUNDS WITHOUT THE MYSTERY.SM

THIS REPORT IS DISTRIBUTED SOLELY TO SHAREHOLDERS OF THE FUND 
AND IS NOT TO BE USED AS SALES LITERATURE. 

R THESE REGISTERED SERVICE MARKS USED UNDER LICENSE FROM THE OWNER, 
ALLIANCE CAPITAL MANAGEMENT L.P. 

ASBAR



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