<PAGE>
Filed pursuant to Rule 497(e)
ALLIANCE CAPITAL [LOGO] THE ALLIANCE(R) ASSET ALLOCATION FUNDS
- --------------------------------------------------------------
-- ALLIANCE GROWTH INVESTORS FUND
-- ALLIANCE CONSERVATIVE INVESTORS FUND
Supplement dated December 12, 1996 to
Prospectus dated September 3, 1996
Effective December 12, 1996, Alliance Capital Management L.P.,
investment manager of Alliance Growth Investors Fund (the "Fund"), will no
longer waive management fees to the extent necessary to ensure that the Fund's
total operating expenses do not exceed the annual rate of 1.40% for Class A
shares and 2.10% for Class B and Class C shares. Accordingly, the tables
relating to the Fund on page 3 of the Prospectus are replaced with the
following:
<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES CLASS C SHARES
-------------- -------------- --------------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed
on purchases (as a percentage
of offering price)............... 4.25%(a) None None
Sales charge imposed on dividend
reinvestments............................... None None None
Deferred sales charge (as a
percentage of original purchase price
or redemption proceeds, whichever
is lower)................................... None 4.0% during 1.0% during
the first year, the first year
decreasing 1.0% 0% thereafter
annually to 0%
after the fourth year (b)
Exchange fee................................ None None None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management fees.............................. 0.75% 0.75% 0.75%
Rule 12b-1 fees.............................. 0.30%(c) 1.00% 1.00%
Other expenses(d)............................ 0.60% 0.60% 0.61%
-------- ----- -----
Total Fund operating expenses.................. 1.65% 2.35% 2.36%
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(See footnotes on next page.)
<PAGE>
(a) Reduced for larger purchases. Purchases of $1,000,000 or more are not
subject to an initial sales charge but may be subject to a 1.0% deferred
sales charge if redeemed within one year of purchase. See "Purchase and
Sale of Shares -- How to Buy Shares" -- page 11.
(b) As described herein, Class B shares will automatically convert to Class
A shares after eight years. See "Purchase and Sale of Shares -- How to
Buy Shares -- Class B Shares -- Deferred Sales Charge Alternative" --
Page 11.
(c) Reflects the amount to which the Principal Underwriter has currently
undertaken to the Trustees to limit payments under the Fund's Class A
Distribution Plan.
(d) These expenses include a transfer agency fee payable to Alliance Fund
Services, Inc., an affiliate of Alliance, based on the number of
shareholder accounts maintained for the Fund.
EXAMPLE
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR THE PERIOD OF:
---------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
An investor would pay the following
expenses on a $1,000 investment,
assuming (i) a 5% annual return
throughout the period and (ii)
redemption at the end of the period:
Class A................................... $59 $92 $128 $230
Class B................................... $64 $93 $126 $251(a)
Class C................................... $34 $74 $126 $270
An investor would pay the following
expenses to the same $1,000
investment assuming no redemption
at the end of the period:
Class A................................... $59 $92 $128 $230
Class B................................... $24 $73 $126 $251
Class C................................... $24 $74 $126 $270
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Assumes the Class B Shares converted to Class A Shares after eight
years. See Note (B) above.
The revised tables have been restated to reflect the termination of the
management fee waiver. For the year ended April 30, 1996, actual management
fees were 0.50% and total Fund operating expenses were 1.40% for Class A shares
and 2.10% for Class B and Class C shares.
In addition, the section entitled "General Information -- Organization"
is amended to provide that neither the Fund nor Alliance Conservative Investors
Fund is currently offering Adviser Class shares.
- -----------------------------------------------------------------------
(R) : This registered service mark used under license from the owner, Alliance
Capital Management L.P.
-2-
