ALLIANCE GROWTH FUND
ANNUAL REPORT
OCTOBER 31, 1995
LETTER TO SHAREHOLDERS ALLIANCE GROWTH FUND
_______________________________________________________________________________
December 4, 1995
Dear Shareholder:
We are pleased to provide you with an update of Alliance Growth Fund's
performance and investment activity during the fiscal year ended October 31,
1995. In the table below, your Fund's performance is compared with that of the
overall U.S. stock market, represented by the S&P 500-stock Index, and with the
Russell 1000 Index, which is composed of the 1,000 largest U.S. stocks
(complete descriptions of these unmanaged benchmarks appear on page 4):
Twelve Months Ended October 31, 1995
Total Return Net Asset Value
------------ ---------------
ALLIANCE GROWTH FUND
Class A +20.18% $29.48
Class B +19.33% $24.78
Class C +19.32% $24.79
S&P 500 +26.36%
RUSSELL 1000 +27.01%
The Fund's total returns are based on the net asset values of each class of
shares as of October 31; additional investment results appear on page 2. Also
provided on page 3 is a chart that shows the performance of a hypothetical
$10,000 initial investment in Alliance Growth Fund Class B shares from
inception through the end of October.
INVESTMENT ENVIRONMENT
The Fund's fiscal year began in a weak market environment that soon turned
positive. With the exception of a few minor setbacks the market has continued
to rise since December of 1994, mainly as a result of falling interest rates.
Economic growth slowed somewhat during the year, but corporate earnings have
continued to grow at a satisfactory pace. The market's willingness to
capitalize those earnings at a higher rate has also helped keep equities moving
higher.
At this time last year large multinational and health care stocks were leading
the market. When we reported to you six months ago, we were expecting market
leadership to shift to the technology, communications and financial services
sectors. As this began to happen, Alliance Growth Fund's performance caught up
with, and finally surpassed the performance of the S&P 500 for the second half
of the fiscal year (between May and October), with the Fund returning +15.52%
(Class A) versus +14.40% for the index.
In mid-summer the market began another swing back in favor of higher quality
companies with steady growth and away from more aggressive investments.
Consequently, your Fund, which continued to stress technology stocks, finished
the full fiscal year somewhat behind the S&P 500 and the large-cap index.
AREAS OF OPPORTUNITY
The expectation for continuing moderate, non-inflationary growth and stable to
lower interest rates has kept the market on its bullish track. We anticipate
more of the same for the economy, but the stock market probably cannot continue
to advance at the same strong pace. Accordingly, we expect more moderate gains
in the year ahead.
We continue to see tremendous growth potential in the new digital technologies
in both computers and communications. We are most optimistic about businesses
expected to profit from the explosive growth of the Internet. Our current focus
is on companies with substantial sales, earnings and market capitalization,
rather than smaller more speculative issues. We are also maintaining our
emphasis on the financial services sector.
We appreciate your investment in Alliance Growth Fund and look forward to
reporting to you again in the coming period.
Sincerely,
John D. Carifa
Chairman and President
Tyler J. Smith
Portfolio Manager
1
INVESTMENT RESULTS ALLIANCE GROWTH FUND
_______________________________________________________________________________
AVERAGE ANNUAL TOTAL RETURN AS OF OCTOBER 31, 1995
CLASS A SHARES
Without With
Sales Charge Sales Charge
---------------------------
. One Year +20.18% +15.09%
. Five Years +27.03% +25.93%
. Since Inception* +22.41% +21.39%
CLASS B SHARES
Without With
Sales Charge Sales Charge
---------------------------
. One Year +19.33% +15.33%
. Five Years +26.15% +26.15%
. Since Inception* +20.06% +20.06%
CLASS C SHARES
. One Year +19.32%
. Since Inception* +12.92%
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 GROWTH FUND
_______________________________________________________________________________
Alliance Growth Fund
Growth of a $10,000 Investment:
10/31/87 to 10/31/95
$44,000
$39,000
$34,000
$29,000
$24,000
$19,000
$14,000
$9,000
Growth Fund Class B:
10/31/87
10/31/95
This chart illustrates the total value of an assumed $10,000 investment in
Alliance Growth 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. It
is a common measure of the performance of the overall U.S. stock market.
The unmanaged Russell 1000 Index compiles the 1000 largest U.S. stocks as
measured by price to book ratios; those with the highest ratios are considered
'growth' stocks (the remaining are considered 'value' stocks).
Growth Fund
S&P 500
Russell 1000
3
TEN LARGEST HOLDINGS*
OCTOBER 31, 1995 ALLIANCE GROWTH FUND
_______________________________________________________________________________
COMPANY VALUE PERCENT OF NET ASSETS
- --------------------------------------------------------------------------
cisco Systems, Inc. $119,741,285 6.0%
Motorola, Inc. 91,422,000 4.5
Travelers, Inc. 82,754,350 4.1
Intel Corp. 72,688,675 3.6
ITT Corp. 70,596,750 3.5
Philip Morris Cos., Inc. 69,881,500 3.5
Mannesmann AG (ADR) 67,442,294 3.3
American International Group, Inc. 63,648,281 3.2
Loews Corp. 60,996,000 3.0
Tele-Communications, Inc. 53,541,159 2.7
$752,712,294 37.4%
Major Portfolio Changes
Six Months Ended October 31, 1995
SHARES
------------------------------
PURCHASES BOUGHT HOLDINGS 10/31/95
- -----------------------------------------------------------------------
Gulf Canada Resources, Ltd. 6,808,000 6,808,000
Home Depot, Inc. 604,000 779,000
ITTCorp. 576,300 576,300
Lowes Cos., Inc. 1,072,500 1,072,500
Motorola, Inc. 470,000 1,396,800
National Semiconductor Corp. 1,083,300 1,083,300
Oracle Systems Corp. 913,000 913,000
Philip Morris Cos., Inc. 343,000 827,000
Texas Instruments, Inc. 500,000 500,000
Union Pacific Corp. 550,000 550,000
SALES SOLD HOLDINGS 10/31/95
- -----------------------------------------------------------------------
Bowater, Inc. 200,000 -0-
Chrysler Corp. 481,770 246,830
Dell Computer Corp. 203,051 -0-
General Motors Corp. Cl.E 237,800 623,000
John Alden Financial Corp. 630,000 246,500
Shawmut National Corp. 302,000 -0-
United Healthcare Corp. 220,000 388,900
U.S.Healthcare, Inc. 629,100 -0-
Viacom, Inc. 1,160,745 -0-
YPFS.A. (ADS) 809,000 -0-
* Adjusted for market value of call options written.
4
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995 ALLIANCE GROWTH FUND
_______________________________________________________________________________
COMPANY SHARES VALUE
- ----------------------------------------------------------------------
COMMON AND PREFERRED STOCKS96.7%
TECHNOLOGY31.7%
ELECTRONICS19.0%
3Com Corp.* (a) 283,300 $ 13,315,100
cisco Systems, Inc.* (a) 1,599,000 123,922,500
EMC Corp.* (a) 1,699,300 26,339,150
General Instrument Corp.* 1,666,300 31,659,700
Micron Technology, Inc.(a) 93,100 6,575,187
Motorola, Inc.(a) 1,396,800 91,665,000
Oracle Systems Corp.* (a) 913,000 39,829,625
Silicon Graphics, Inc.* (a) 252,000 8,379,000
Texas Instruments, Inc.(a) 500,000 34,125,000
Westinghouse Electric Corp. 500,000 7,062,500
382,872,762
OFFICE EQUIPMENT & SERVICES1.8%
Bay Networks, Inc.* (a) 339,700 22,505,125
Cabletron Systems, Inc.* 155,900 12,257,638
34,762,763
SEMI-CONDUCTORS & RELATED5.2%
Intel Corp.(a) 1,126,600 78,721,175
National Semiconductor Corp.* (a) 1,083,300 26,405,437
105,126,612
TELECOMMUNICATIONS5.7%
Air-Touch Communications, Inc.* 1,586,700 45,220,950
Cox Communications, Inc.* (a) 168,000 3,150,000
DSC Communications Corp.* (a) 783,700 28,996,900
Millicom International Cellular S.A.* 312,800 10,322,400
Northern Telecom, Ltd. 45,000 1,620,000
Rogers Cantel Mobile Communications,
Inc. Cl.B* 571,500 11,858,625
United States Cellular Corp.* 259,700 8,959,650
Vodafone PLC (ADR)(b) 125,000 5,109,375
115,237,900
638,000,037
CREDIT SENSITIVE22.3%
BANKS0.5%
First Chicago Corp. 90,000 1,586,250
NationsBank Corp. 124,000 8,153,000
9,739,250
FINANCIAL SERVICES2.4%
American Express Co. 250,000 10,156,250
Capital One Financial Corp. 193,000 4,728,500
Dean Witter, Discover & Co. 80,000 3,980,000
Federal National Mortgage Assn. 57,800 6,061,775
Franchise Financial Corp. of America 90,000 1,901,250
JP Realty, Inc. 755,300 15,483,650
Mercury Finance Co. 139,800 2,691,150
Student Loan Marketing Assn. 56,000 3,297,000
48,299,575
INSURANCE11.9%
20th Century Industries, Inc.* 1,098,300 18,259,238
Acceptance Insurance Cos., Inc.* 465,600 6,984,000
Allstate Corp.(a) 909,410 33,420,817
American International Group, Inc. 754,350 63,648,281
John Alden Financial Corp. 246,500 5,114,875
PennCorp. Financial Group, Inc. 484,500 11,567,438
PMI Group, Inc. 46,700 2,241,600
Progressive Corp. (Ohio) 401,800 16,674,700
PXRE Corp. 8 204
Travelers, Inc. 1,638,700 82,754,350
240,665,503
REAL ESTATE6.1%
Amli Residential Properties Trust 204,000 3,927,000
Associated Estates Realty Corp. 28,700 588,350
CBL & Associates Properties, Inc. 264,000 5,610,000
Columbus Realty Trust 167,600 3,016,800
Essex Property Trust 201,900 3,684,675
First Industrial Realty Trust, Inc. 187,000 3,810,125
5
PORTFOLIO OF INVESTMENTS (CONTINUED) ALLIANCE GROWTH FUND
_______________________________________________________________________________
COMPANY SHARES VALUE
- ----------------------------------------------------------------------
Gables Residential Trust 230,000 $ 4,945,000
Highwoods Properties, Inc. 544,200 14,489,325
Macerich Co. 644,400 12,968,550
Manufactured Home Communities, Inc. 160,000 2,640,000
Mitsubishi Estate 140,000 1,491,764
Oasis Residential, Inc. 30,000 652,500
cv. pfd. 160,000 4,040,000
Paragon Group, Inc. 150,000 2,587,500
Saul Centers, Inc. 238,000 3,421,250
Simon Property Group, Inc. 301,500 7,009,875
Spieker Properties, Inc. 426,200 10,335,350
Storage USA, Inc. 403,700 11,808,225
Summit Properties, Inc. 507,700 9,392,450
Sun Communities, Inc. 280,000 6,965,000
Tucker Properties Corp. 429,800 3,975,650
Walden Residential Properties, Inc. 228,100 4,191,338
Weeks Corp. 71,500 1,644,500
123,195,227
UTILITY/GAS0.4%
Renaissance Energy, Ltd.* 334,000 7,385,244
UTILITY/TELEPHONE1.0%
MCI Communications Corp. 369,000 9,201,937
Telefonos de Mexico, S.A. (ADS)* (a)(c) 100,000 2,750,000
Telephone and Data Systems, Inc. 210,000 8,400,000
20,351,937
449,636,736
CONSUMER NONCYCLICALS12.9%
BEVERAGES0.1%
Coca-Cola Femsa S.A. (ADR)(c) 175,000 3,150,000
DRUGS4.4%
Abbott Laboratories 535,000 21,266,250
Amgen, Inc.* 106,000 5,088,000
Astra AB,Series A(g) 400,000 14,697,467
Gensia, Inc.*(d) 68,500 804,875
Merck & Co., Inc. 432,000 24,840,000
Pfizer, Inc. 380,000 21,802,500
88,499,092
HOSPITAL SUPPLIES & SERVICES1.9%
Healthsource, Inc.* 262,500 13,912,500
Quest Medical, Inc.* 265,225 2,917,475
United Healthcare Corp. 388,900 20,660,312
37,490,287
TOBACCO6.5%
Loews Corp. 416,000 60,996,000
Philip Morris Cos., Inc. 827,000 69,881,500
130,877,500
260,016,879
CONSUMER CYCLICALS8.7%
AUTO & TRUCKS2.1%
Chrysler Corp. 246,830 12,742,599
General Motors Corp. Cl.E 623,000 29,358,875
42,101,474
PHOTO & OPTICAL1.7%
Eastman Kodak Co. 545,700 34,174,462
RETAILINGGENERAL4.9%
Home Depot, Inc. 779,000 29,017,750
Lowes Cos., Inc. 1,072,500 28,957,500
Melville Corp. 50,000 1,600,000
Sears Roebuck & Co. 1,098,500 37,349,000
Talbots, Inc. 71,700 1,738,725
98,662,975
174,938,911
BUSINESS SERVICES8.6%
PRINTING, PUBLISHING & BROADCASTING4.9%
Comcast Corp. Cl.A (SPL) 291,500 5,210,563
Donnelley (R.R.) & Sons Co. 904,200 33,003,300
Grupo Television S.A. de C.V. (ADR)* (a)(c) 100,000 1,712,500
Tele-Communications, Inc.* 621,375 15,301,359
Tele-Communications, Inc. Cl.A* 2,249,400 38,239,800
Time Warner, Inc. 140,000 5,110,000
98,577,522
6
ALLIANCE GROWTH FUND
_______________________________________________________________________________
COMPANY SHARES VALUE
- ----------------------------------------------------------------------
RAILROADS & EQUIPMENT2.9%
Conrail, Inc.(a) 319,000 $ 21,931,250
Union Pacific Corp. 550,000 35,956,250
57,887,500
TRANSPORTATION0.8%
Pittston Services Group 577,000 15,867,500
172,332,522
DIVERSIFIED3.5%
Hanson PLC (ADR)(b)*
warrants, 9/30/97 1,045,296 99,159
B warrants, 9/30/97 877,003 109,625
ITT Corp. 576,300 70,596,750
70,805,534
CAPITAL GOODS3.5%
MACHINERY3.5%
Applied Materials, Inc.* 50,000 2,506,250
Mannesmann AG (ADR)(e) 205,000 67,442,294
69,948,544
BASIC MATERIALS3.3%
CHEMICALS3.0%
Great Lakes Chemical Corp. 371,000 24,903,375
Monsanto Co. 219,000 22,940,250
W.R. Grace & Co. 227,000 12,655,250
60,498,875
METALS & MINING0.3%
Freeport-McMoRan, Inc. 180,983 6,764,240
67,263,115
ENERGY2.0%
OIL SUPPLIES & CONSTRUCTION2.0%
Ensco International, Inc.* 83,475 1,408,641
Gulf Canada Resources, Ltd.* 6,808,000 26,381,000
Western Atlas, Inc.* 296,600 13,013,325
40,802,966
SHARES,
CONTRACTS (F)
OR PRINCIPAL
AMOUNT
COMPANY (000) VALUE
- ----------------------------------------------------------------------
CONSUMER SERVICES0.2%
HOTELS & RESTAURANTS0.2%
McDonald's Corp. 90,000 $ 3,690,000
Total Common Stocks
(cost $1,713,059,502) 1,947,435,244
LONG TERM DEBT SECURITIES1.5%
ELECTRONICS1.5%
3Com Corp.
10.25%, 11/01/01(d) $ 8,500 13,610,625
Altera Corp.
5.75%, 6/15/02 5,550 7,443,938
Cypress Semiconductor Corp.
3.15%, 3/15/01(d) 6,500 8,588,125
Total Long Term Debt Securities
(cost $25,287,782) 29,642,688
SHORT-TERM DEBT SECURITIES3.5%
Federal Home Loan Bank
5.59%, 11/10/95 10,000 9,986,025
5.60%, 11/13/95 21,170 21,130,483
5.82%, 11/01/95 25,600 25,600,000
Federal National Mortgage Assn.
5.63%, 11/15/95 15,000 14,967,158
Total Short-Term Debt Securities
(amortized cost $71,683,666) 71,683,666
TOTAL INVESTMENTS101.7%
(cost $1,810,030,950) 2,048,761,598
OUTSTANDING CALL OPTIONS
WRITTEN(1.0%)
3Com Corp.
expiring Dec 1995
@ $45.50 1,000 (489,100)
Allstate Corp.
expiring Jan 1996
@ $39.63 1,000 (98,900)
7
PORTFOLIO OF INVESTMENTS (CONTINUED) ALLIANCE GROWTH FUND
_______________________________________________________________________________
COMPANY CONTRACTS (F) VALUE
- -----------------------------------------------------------------------
Bay Networks
expiring Jan 1996
@ $64.75 1,000 $ (787,500)
cisco Systems, Inc.
expiring Nov 1995
@ $66.13 3,000 (3,633,000)
expiring Jan 1996
@ $78.50 350 (229,915)
expiring Feb 1996
@ $79.75 500 (318,300)
Conrail, Inc.
expiring Dec 1995
@ $65.75 1,000 (501,000)
@ $65.96 1,500 (769,500)
@ $65.88 500 (253,000)
Cox Communications, Inc.
expiring Dec 1995
@ $20.25 1,500 (139,500)
DSC Communications Corp.
expiring Nov 1995
@ $52.70 1,000 (1,000)
expiring Jan 1996
@ $38.00 1,000 (352,000)
expiring Feb 1996
@ $38.38 1,000 (347,500)
EMC Corp.
expiring Nov 1995
@ $20.00 2,000 (200)
@ $19.88 1,000 (8,100)
expiring Dec 1995
@ $20.25 1,000 (10,900)
expiring Jan 1996
@ $14.13 3,000 (679,200)
Grupo Television S.A. de C.V. (ADR)(c)
expiring Jan 1996
@ $18.38 1,000 (131,000)
Intel Corp.
expiring Nov 1995
@ $61.63 500 (435,500)
expiring Dec 1995
@ $63.38 500 (380,500)
@ $62.38 1,000 (879,000)
@ $63.63 1,000 (787,500)
@ $59.63 1,000 (1,127,000)
expiring Jan 1996
@ $59.50 1,000 (1,159,000)
@ $58.63 1,000 (1,264,000)
Micron Technology, Inc.
expiring Nov 1995
@ $68.63 800 (510,400)
Motorola, Inc.
expiring Feb 1996
@ $65.75 500 (243,000)
National Semiconductor Corp.
expiring Jan 1996
@ $26.75 1,000 (169,900)
@ $25.38 1,000 (223,600)
expiring Feb 1996
@ $24.88 1,000 (246,000)
Oracle Systems Corp.
expiring Nov 1995
@ $42.75 1,000 (258,000)
expiring Dec 1995
@ $40.75 1,000 (462,500)
expiring Jan 1996
@ $38.13 500 (343,500)
@ $40.00 500 (283,000)
@ $44.25 500 (179,300)
Silicon Graphics, Inc.
expiring Dec 1995
@ $38.88 1,000 (52,000)
expiring April 1996
@ $33.25 1,500 (465,000)
Telefonos de Mexico S.A. (ADS)(c)
expiring Jan 1996
@ $30.88(c) 1,000 (65,000)
8
ALLIANCE GROWTH FUND
_______________________________________________________________________________
COMPANY CONTRACTS (F) VALUE
- -----------------------------------------------------------------------
Texas Instruments, Inc.
expiring Jan 1996
@ $73.25 1,000 $(362,700)
@ $72.38 1,000 (444,300)
@ $75.00 1,000 (530,200)
@ $68.75 500 (322,700)
@ $71.13 500 (270,200)
@ $70.13 500 (299,000)
expiring Feb 1996
@ $69.75 500 (309,000)
COMPANY VALUE
- -----------------------------------------------------------------------
Total Outstanding Call Options Written
(premiums received $18,649,332) $ (20,821,415)
TOTAL INVESTMENTS NET OF OUTSTANDING
CALL OPTIONS WRITTEN -100.7%
(cost $1,791,381,618) 2,027,940,183
Other assets less liabilities(0.7%) (14,097,962)
NET ASSETS100% $2,013,842,221
* Non-income producing security.
(a) Security on which options are written (shares subject to call have an
aggregate market value of $210,562,500).
(b) Country of origin-United Kingdom.
(c) Country of origin-Mexico.
(d) Securities are exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At October 31, 1995,
these securities amounted to $23,003,625 or 1.1% of net assets.
(e) Country of origin-Germany.
(f) One contract relates to 100 shares.
(g) Country of origin-Sweden.
Glossary of Terms:
ADR - American Depository Receipt
ADS - American Depository Security
See notes to financial statements.
9
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995 ALLIANCE GROWTH FUND
_______________________________________________________________________________
ASSETS
Investments in securities, at value (cost $1,810,030,950) $2,048,761,598
Cash 92,180
Receivable for investment securities sold 17,088,566
Receivable for shares of beneficial interest sold 13,929,879
Net unrealized appreciation of forward exchange currency
contracts 2,641,165
Dividends and interest receivable 1,568,078
Total assets 2,084,081,466
LIABILITIES
Payable for investment securities purchased 41,596,069
Outstanding call options written, at value
(premiums received $18,649,332) 20,821,415
Payable for shares of beneficial interest redeemed 4,404,092
Distribution fee payable 1,527,725
Advisory fee payable 1,272,524
Accrued expenses 617,420
Total liabilities 70,239,245
NET ASSETS $2,013,842,221
COMPOSITION OF NET ASSETS
Shares of beneficial interest, at par $ 794
Additional paid-in capital 1,728,807,797
Distributions in excess of net investment income (867,482)
Accumulated net realized gain on investments 46,729,327
Net unrealized appreciation of investments, options and
foreign currency denominated assets and liabilities 239,171,785
$2,013,842,221
CALCULATION OF MAXIMUM OFFERING PRICE
Class A Shares
Net asset value and redemption price per share ($285,160,612/
9,673,820 shares of beneficial interest issued and outstanding) $29.48
Sales charge-4.25% of public offering price 1.31
Maximum offering price $30.79
Class B Shares
Net asset value and offering price per share ($1,502,019,746/
60,609,109 shares of beneficial interest issued and outstanding) $24.78
Class C Shares
Net asset value, redemption and offering price per share($226,661,863
/9,143,242 shares of beneficial interest issued and outstanding) $24.79
See notes to financial statements.
10
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995 ALLIANCE GROWTH FUND
_______________________________________________________________________________
INVESTMENT INCOME
Dividends (net of foreign taxes withheld
of $90,923) $24,906,926
Interest 3,217,433 $ 28,124,359
EXPENSES
Advisory fee 11,100,437
Distribution fee - Class A 664,925
Distribution fee - Class B 10,954,700
Distribution fee - Class C 1,629,465
Transfer agency 3,130,468
Printing 509,666
Registration 388,877
Custodian 219,622
Audit and legal 124,419
Trustees' fees 27,866
Amortization of organization expenses 6,667
Miscellaneous 20,388
Total expenses 28,777,500
Net investment loss (653,141)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities transactions 49,687,961
Net realized gain on options transactions 2,542,001
Net realized loss on foreign currency transactions (3,644,535)
Net change in unrealized appreciation of securities 228,345,177
Net change in unrealized appreciation of options (2,479,328)
Net change in unrealized appreciation of foreign
currency denominated assets and liabilities 2,640,571
Net gain on investments 277,091,847
NET INCREASE IN NET ASSETS FROM OPERATIONS $276,438,706
See notes to financial statements.
11
STATEMENT OF CHANGES IN NET ASSETS ALLIANCE GROWTH FUND
_______________________________________________________________________________
Year Ended May 1, 1994
October 31, to
1995 Oct. 31,1994*
------------- --------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss) $ (653,141) $ 1,087,125
Net realized gain on investments, options,
and foreign currency transactions 48,585,427 7,686,932
Net change in unrealized appreciation of
investments, options, and foreign currency
denominated assets and liabilities 228,506,420 29,276,693
Net increase in net assets from operations 276,438,706 38,050,750
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income
Class A (773,224) -0-
Class B (380,866) -0-
Class C (57,618) -0-
Net realized gain on investments
Class A (2,882,018) -0-
Class B (15,615,519) -0-
Class C (2,362,349) -0-
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
Net increase 725,770,828 434,991,030
Total increase 980,137,940 473,041,780
NET ASSETS
Beginning of period 1,033,704,281 560,662,501
End of period $2,013,842,221 $1,033,704,281
* The Fund changed its fiscal year end from April 30 to October 31.
See notes to financial statements.
12
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995 ALLIANCE GROWTH FUND
_______________________________________________________________________________
NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Growth 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
Growth Fund. 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 4.00% 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 B shares purchased
on or after August 2, 1993 and held for a period ending eight years after the
end of the calendar month of purchase will convert to Class A shares. 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 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. CURRENCY TRANSLATION
Assets and liabilities denomintaed in foreign currencies are translated into
U.S. dollars at the mean of the quoted bid and asked price of the respective
currency against the U.S. dollar on the valuation date. Purchases and sales of
portfolio securities are translated at the rates of exchange prevailing when
such securities were acquired or sold. Income and expenses are translated at
rates of exchange prevailing when earned or accrued.
Net realized loss on foreign currency transactions of $3,616,989 represents net
foreign exchange gains and losses from holdings of forward foreign currency
contracts, currency gains or losses realized between the trade and settlement
dates on security transactions, and the difference between the amounts of
dividends and foreign taxes recorded on the Fund's books and the U.S. dollar
equivalent amounts actually received or paid. Net unrealized currency gains and
losses from valuing foreign currency denomintaed assets and liabilities at
fiscal year end exchange rates are reflected as a component of unrealized
appreciation of investments and foreign currency denomintaed assets and
liabilities.
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.
To reflect reclassifications arising from permanent book/tax differences for
the year ended October 31, 1995, $26,600 was reclassified from distributions in
excess of net investment income to accumulated net realized gain on investments.
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.
13
NOTES TO FINANCIAL STATEMENTS (CONTINUED) ALLIANCE GROWTH FUND
_______________________________________________________________________________
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 on 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.
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.
Such a 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 rate for Class B shares was 2.15%. No reimbursement was required for the
year ended October 31, 1995. 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 (exclusive of interest, taxes, brokerage,
distribution fees, and extraordinary expenses) exceed the most restrictive
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 $2,182,567 for the year ended October 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 net
front-end sales charges of $144,082 from the sale of Class A shares and
$2,261,095 in contingent deferred sales charges imposed upon redemptions by
shareholders of Class B shares for the year ended October 31, 1995.
Brokerage commissions paid on securities transactions for the year ended
October 31, 1995 amounted to $3,231,153, of which $15,700 was paid to
Donaldson, Lufkin & Jenrette Securities Corp. ('DLJ'), an affiliate of the
Adviser.
Accrued expenses include amounts owed to two of the trustees under a deferred
compensation plan of $32,133.
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 1% the Fund's average daily net assets attributable to the
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 1% the Fund's average daily net assets attributable 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
14
ALLIANCE GROWTH FUND
_______________________________________________________________________________
expenses in excess of the distribution costs reimbursed by the Fund in the
amount of $3,367,375, and $638,657 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
Purchases and sales of investment securities (excluding short-term investments)
aggregated $1,621,899,092 and $884,428,153, respectively, for the year ended
October 31, 1995. There were purchases of $17,813,299 and sales of $15,467,362
of U.S. Government and government agency obligations for the year ended October
31, 1995.
1. OPTION TRANSACTIONS
For hedging purposes, the Fund purchases and writes (sells) put and call
options on U.S. and foreign government securities and foreign currencies that
are traded on U.S. and foreign securities exchanges and over-the-counter
markets.
The risk associated with purchasing an option is that the Fund pays a premium
whether or not the option is exercised. Additionally, the Fund bears the risk
of loss of premium and change in market value should the counterparty not
perform under the contract. Put and call options purchased are accounted for in
the same manner as portfolio securities. The cost of securities acquired
through the exercise of call options is increased by premiums paid. The
proceeds from securities sold through the exercise of put options are decreased
by the premiums paid.
When the Fund writes an option, the premium received by the Fund is recorded as
a liability and is subsequently adjusted to the current market value of the
option written. Premiums received from writing options which expire unexercised
are recorded by the Fund on the expiration date as realized gains from option
transactions. The difference between the premium and the amount paid on
effecting a closing purchase transaction, including brokerage commissions, is
also treated as a realized gain, or if the premium is less than the amount paid
for the closing purchase transaction, as a realized loss. If a call option is
exercised, the premium is added to the proceeds from the sale of the underlying
security or currency in determining whether the Fund has realized a gain or
loss. If a put option is exercised, the premium reduces the cost basis of the
security or currency purchased by the Fund. In writing an option, the Fund
bears the market risk of an unfavorable change in the price of the security or
currency underlying the written option. Exercise of an option written by the
Fund could result in the Fund selling or buying a security or currency at a
price different from the current market value.
Transactions in options written for the year ended October 31, 1995 were as
follows:
Number of
Contracts Premiums
--------- -------------
Options outstanding at beginning of year 15,000 $ 4,049,495
Options written 160,460 54,046,526
Options terminated in closing purchase transactions (43,200) (12,189,845)
Options expired (56,080) (17,331,519)
Options exercised (31,530) (9,925,325)
Options outstanding at October 31, 1995 44,650 $18,649,332
15
NOTES TO FINANCIAL STATEMENTS (CONTINUED) ALLIANCE GROWTH FUND
_______________________________________________________________________________
2. FOREIGN EXCHANGE CURRENCY CONTRACTS
The Fund enters into forward exchange currency contracts in order to hedge its
exposure to changes in foreign currency exchange rates on its foreign portfolio
holdings. A forward exchange currency contract is a commitment to purchase or
sell a foreign currency at a future date at a negotiated forward rate. The gain
or loss arising from the difference between the original contract and the
closing of such contract is included in net realized gain or loss from foreign
currency transactions. Fluctuations in the value of forward exchange currency
contracts are recorded for financial reporting purposes as unrealized gains or
losses by the Fund.
The Fund's custodian will place and maintain cash not available for investment
or securities in a separate account of the Fund having a value equal to the
aggregate amount of the Fund's commitments under forward exchange currency
contracts entered into with respect to position hedges. Risks may arise from
the potential inability of a counterparty to meet the terms of a contract and
from unanticipated movements in the value of a foreign currency relative to the
U.S. dollar.
At October 31, 1995, the Fund had outstanding forward exchange currency
contracts, both to purchase and sell foreign currencies against the U.S.
dollar, as follows:
<TABLE>
<CAPTION>
CONTRACT VALUE ON U.S.$ UNREALIZED
AMOUNT ORIGINATION CURRENT APRECIATION
(000) DATE VALUE (DEPRECIATION)
--------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
FOREIGN CURRENCY BUY CONTRACTS
Japanese Yen, expiring 11/15/95 1,660,900 $16,615,646 $16,275,475 $ (340,171)
FOREIGN CURRENCY SALE CONTRACTS
Japanese Yen, expiring 11/15/95 1,660,900 19,256,811 16,275,475 2,981,336
-----------
$2,641,165
</TABLE>
At October 31, 1995, the cost of securities for federal income tax purposes was
$1,814,955,598. Accordingly gross unrealized appreciation of investments was
$313,807,208 and gross unrealized depreciation of investments was $80,001,208
resulting in net unrealized appreciation of $233,806,000.
16
ALLIANCE GROWTH FUND
_______________________________________________________________________________
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:
SHARES AMOUNT
------------------------- ----------------------------
YEAR ENDED MAY 1,1994* YEAR ENDED MAY 1,1994*
OCTOBER 31, TO OCTOBER 31, TO
1995 OCT. 31,1994 1995 OCT. 31,1994
----------- ------------ ------------- -------------
CLASS A
Shares sold 5,137,889 2,831,659 $138,168,292 $ 68,901,177
Shares issued in
reinvestment of
dividends and
distributions 136,788 -0- 3,174,842 -0-
Shares redeemed (2,291,772) (427,892) (62,614,033) (10,438,866)
Net increase 2,982,905 2,403,767 $ 78,729,101 $ 58,462,311
CLASS B
Shares sold 31,470,527 17,260,944 $706,760,789 $356,698,970
Shares issued in
reinvestment of
dividends and
distributions 631,579 -0- 12,397,903 -0-
Shares redeemed (6,927,995) (1,274,037) (156,819,474) (26,373,086)
Net increase 25,174,111 15,986,907 $562,339,218 $330,325,884
CLASS C
Shares sold 5,581,389 2,792,380 $125,759,340 $ 57,684,514
Shares issued in
reinvestment of
dividends and
distributions 61,296 -0- 1,203,861 -0-
Shares redeemed (1,894,060) (554,996) (42,260,692) (11,481,679)
Net increase 3,748,625 2,237,384 $ 84,702,509 $ 46,202,835
* The Fund changed its fiscal year end from April 30 to October 31.
** Commencement of distribution.
17
FINANCIAL HIGHLIGHTS ALLIANCE GROWTH 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,
October 31, October 31, ------------------------------------------
1995 1994** 1994 1993 1992 1991(a)
---------- ------------ --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $25.08 $23.89 $22.67 $20.31 $17.94 $13.61
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .12 .09 (.01)* .05* .29* .17*
Net realized and unrealized gain on investments 4.80 1.10 3.55 3.68 3.95 4.22
Net increase in net asset value from operations 4.92 1.19 3.54 3.73 4.24 4.39
LESS: DISTRIBUTIONS
Dividends from net investment income (.11) -0- -0- (.14) (.26) (.06)
Distributions from net realized gains (.41) -0- (2.32) (1.23) (1.61) -0-
Total dividends and distributions (.52) -0- (2.32) (1.37) (1.87) (.06)
Net asset value, end of period $29.48 $25.08 $23.89 $22.67 $20.31 $17.94
TOTAL RETURN
Total investment return based on
net asset value (b) 20.18% 4.98% 15.66% 18.89% 23.61% 32.40%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $285,161 $167,800 $102,406 $13,889 $8,228 $713
Ratios to average net assets of:
Expenses, net of waivers/reimbursements 1.35% 1.35%(c) 1.40% 1.40% 1.40% 1.40%(c)
Expenses, before waivers/reimbursements 1.35% 1.35%(c) 1.46% 1.84% 1.94% 8.79%(c)
Net investment income .56% .86%(c) .32% .20% 1.44% 1.99%(c)
Portfolio turnover rate 61% 24% 87% 124% 137% 130%
</TABLE>
See footnote summary on page 20.
18
ALLIANCE GROWTH 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,
OCTOBER 31, OCTOBER 31, ---------------------------------------------
1995 1994** 1994 1993 1992 1991
------------ ------------ ------------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $21.21 $20.27 $19.68 $18.16 $16.88 $14.38
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (.02) .01 (.07)*(e) (.06)* .17* .08*
Net realized and unrealized gain on investments 4.01 .93 2.98 3.23 3.67 3.22
Net increase in net asset value from operations 3.99 .94 2.91 3.17 3.84 3.30
LESS: DISTRIBUTIONS
Dividends from net investment income (.01) -0- -0- (.03) (.21) (.09)
Distributions from net realized gains (.41) -0- (2.32) (1.62) (2.35) (.71)
Total dividends and distributions (.42) -0- (2.32) (1.65) (2.56) (.80)
Net asset value, end of period $24.78 $21.21 $20.27 $19.68 $18.16 $16.88
TOTAL RETURN
Total investment return based on
net asset value (b) 19.33% 4.64% 14.79% 18.16% 22.75% 24.72%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $1,502,020 $751,521 $394,227 $56,704 $37,845 $22,710
Ratios to average net assets of:
Expenses, net of waivers/reimbursements 2.05% 2.05%(c) 2.10% 2.15% 2.15% 2.10%
Expenses, before waivers/reimbursements 2.05% 2.05%(c) 2.13% 2.52% 2.65% 3.06%
Net investment income (loss) (.15)% .16%(c) (.36)% (.53)% .78% .56%
Portfolio turnover rate 61% 24% 87% 124% 137% 130%
</TABLE>
See footnote summary on page 20.
19
FINANCIAL HIGHLIGHTS (CONTINUED) ALLIANCE GROWTH 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)
OCTOBER 31, OCTOBER 31, TO APRIL 30,
1995 1994** 1994
----------- ------------ ------------
Net asset value, beginning of period $21.22 $20.28 $21.47
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (.03) .01 (.02)*
Net realized and unrealized gain on
investments 4.02 .93 1.15
Net increase in net asset value from
operations 3.99 .94 1.13
LESS: DISTRIBUTIONS
Dividends from net investment income (.01) -0- -0-
Distributions from net realized gains (.41) -0- (2.32)
Total dividends and distributions (.42) -0- (2.32)
Net asset value, end of period $24.79 $21.22 $20.28
TOTAL RETURN
Total investment return based on
net asset value (b) 19.32% 4.64% 5.27%
RATIOS/SUPPLEMENTAL DATA
Net assets,end of period(000's omitted) $226,662 $114,455 $64,030
Ratios to average net assets of:
Expenses,net of waivers/reimbursements 2.05% 2.05%(c) 2.10%(c)
Expenses,before waivers/reimbursements 2.05% 2.05%(c) 2.13%(c)
Net investment income (loss) (.15)% .16%(c) (.31)%(c)
Portfolio turnover rate 61% 24% 87%
* Net of fee waived and expenses reimbursed by the Adviser.
** The Fund changed its fiscal year end from April 30 to October 31.
(a) For the period September 4, 1990 (commencement of distribution) 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 are 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.
(e) Per share data based upon average monthly shares outstanding.
20
REPORT OF INDEPENDENT ACCOUNTANTS ALLIANCE GROWTH FUND
_______________________________________________________________________________
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF ALLIANCE GROWTH FUND
In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and 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 Growth Fund (one of the
portfolios of The Alliance Portfolios, hereafter referred to as the 'Fund') at
October 31, 1995, the results of its operations for the year then ended, the
changes in its net assets for the year then ended, and for the period May 1,
1994 to October 31, 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 management, and evaluating the overall financial statement
presentation. We believe that our audits, which included confirmation of
securities at October 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
December 14, 1995
21
ALLIANCE GROWTH FUND
_______________________________________________________________________________
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
Barbara J. Krumsiek, Vice President-Marketing
Wayne D. Lyski, Vice President
Edmund P. Bergan, Jr., Clerk
Patrick J. Farrell, Controller & Chief Accounting Officer
Mark D. Gersten, Treasurer & Chief Financial 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.
22
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23
ALLIANCE GROWTH FUND, INC.
1345 Avenue of the Americas
New York, NY 10105
(800) 221-5672
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.
GFAR
