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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
The Alliance Portfolios
1345 Avenue of the Americas
New York, NY 10105
2. Name of each series or class of funds for which this notice
is filed:
Alliance Conservative Investors Fund
Alliance Growth Investors Fund
3. Investment Company Act File Number:
811-05088
Securities Act File Number:
33-12988
4. Last day of fiscal year for which this notice is filed:
April 30, 1997
5. Check the box if this notice is being filed more than 180
days after the close of the issuer's fiscal year for purposes
of reporting securities sold after the close of the fiscal
year but before termination of the issuer's 24f-2
declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction A.6):
Not applicable.
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year:
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Alliance Conservative Investors Fund: None
Alliance Growth Investors Fund: None
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
Alliance Conservative Investors Fund: 383,681 ($4,435,352)
Alliance Growth Investors Fund: None
9. Number and aggregate sale price of securities sold during the
fiscal year:
Alliance Conservative Investors Fund: 632,891 ($7,204,312)
Alliance Growth Investors Fund: 1,376,424 ($18,921,944)
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
Alliance Conservative Investors Fund: 249,210 ($2,768,960)
Alliance Growth Investors Fund: 1,376,424 ($18,921,944)
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see instruction B.7):
Alliance Conservative Investors Fund: 216,535 ($2,474,830)
Alliance Growth Investors Fund: 871,599 ($11,300,065)
12. Calculation of registration fee:
Alliance Alliance
Conservative Growth
Investors Investors
Fund Fund
(i) Aggregate sale price of
securities sold during the
fiscal year in reliance on
rule 24f-2 (from Item 10): $ 2,768,960 $18,921,944
(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if
applicable): + 2,474,830 11,300,065
(iii) Aggregate price of shares
redeemed or repurchased
during the fiscal year (if
applicable): -17,880,145 25,748,347
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(iv) Aggregate price of shares
redeemed or repurchased and
previously applied as a
reduction to filing fees
pursuant to rule 24e-2 (if
applicable): + -0- -0-
(v) Net aggregate price of
securities sold and issued
during the fiscal year in
reliance on rule 24f-2 [line
(i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable): -0- 4,473,662
(vi) Multiplier prescribed by
Section 6(b) of the
Securities Act of 1933 or
other applicable law or
regulation (see 1 1
instruction C.6): x 3300 x 3300
(vii) Fee due [line (i) or line
(v) multiplied by line
(vi)]: -0- 1,356
Instruction: Issuers should complete line (ii), (iii), and (v)
only if the form is being filed within 60 days after the close of
the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the Commission's
Rules of Informal and Other Procedures (17 CFR 202.3a).
[x]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
June 24, 1997
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SIGNATURE
This report has been signed below by the following person on
behalf of the issuer and in the capacity and on the date
indicated.
By (Signature and Title)*: /s/ Andrew L. Gangolf
Vice President and Assistant General
Counsel
Date: June 25, 1997
*Please print the name and title of the signing officer below the
signature.
Exhibit: Opinion of Ropes & Gray
4
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ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
June 23, 1997
The Alliance Portfolios (the "Trust")
1345 Avenue of the Americas
New York, New York 10105
Ladies and Gentlemen:
You have informed us that you intend to file a notice on
Form 24F-2 (the "Notice") with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 24f-2 (the
"Rule") under the Investment Company Act of 1940, as amended,
making definite the registration of 249,210 Class A, Class B
and Class C shares of beneficial interest, $0.00001 par
value, of your Alliance Conservative Investors Fund and
1,376,424 Class A, Class B and Class C shares of beneficial
interest, $0.00001 par value (together with the 249,210
shares of the Alliance Conservative Investors Fund, the
"Shares"), of your Alliance Growth Investors Fund (together
with Alliance Conservative Investors Fund, the "Funds") sold
in reliance upon the Rule during your fiscal year ended
June 30, 1997. We understand that the Shares do not include
shares issued pursuant to reinvestment of dividends but that
the fee accompanying the Notice takes into account those
shares as well as shares redeemed during said fiscal year.
We have examined your Agreement and Declaration of Trust, as
amended, as on file at the office of the Secretary of State
of The Commonwealth of Massachusetts. We are familiar with
the actions taken by your Trustees to authorize the issue and
sale from time to time of your Shares of beneficial interest.
We have assumed that upon the issuance of the Shares, the
Trust will receive the net asset value thereof, which in all
cases will at least be equal to the par value thereof. We
have also examined a copy of your Bylaws and such other
documents as we have deemed necessary for the purposes of
this opinion.
Based on the foregoing, we are of the opinion that the Shares
have been duly authorized and validly issued and are fully
paid and nonassessable.
The Trust is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law,
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shareholders could, under certain circumstances, be held
personally liable for the obligations of the Trust. However,
the Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Trust and requires
that the notice of such disclaimer be given in each
agreement, obligation or instrument entered into or executed
by the Trust or its Trustees. The Agreement and Declaration
of Trust provides for indemnification out of the property of
a Fund for all loss and expense of any shareholder held
personally liable for the obligations of the Trust solely by
reason of being or having been a shareholder of that Fund.
Thus, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances
in which the Fund itself would be unable to meet its
obligations.
We consent to this opinion accompanying the Notice.
Very truly yours,
/s/ Ropes & Gray
00250184.AT1
