ALLIANCE PORTFOLIOS
497, 1997-09-04
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<PAGE>
 
                                   ALLIANCE
- --------------------------------------------------------------------------------
                                     ASSET
- --------------------------------------------------------------------------------
                               ALLOCATION FUNDS
- --------------------------------------------------------------------------------

                 P.O. Box 1520, Seaucus, New Jersey 07096-1520
                           Toll Free (800) 221-5672
                   For Literature: Toll Free (800) 227-4618



                          Prospectus and Application

                              
                              September 2, 1997 




                        Alliance Growth Investors Fund
                     Alliance Conservative Investors Fund



<TABLE> 
<CAPTION> 
Table of Contents                                                         Page
<S>                                                                       <C> 
The Funds at a Glance...................................................     2
Expense Information.....................................................     3
Financial Highlights....................................................     5
Description of the Funds................................................     8
Purchase and Sale of Shares.............................................    12
Management of the Funds.................................................    14
Dividends, Distributions and Taxes......................................    16
General Information.....................................................    16
Appendix A..............................................................   A-1
</TABLE>  

Alliance Growth Investors Fund ("Growth Investors Fund") and Alliance 
Conservative Investors Fund ("Conservative Investors Fund") use asset allocation
strategies, and each Fund is designed with a view toward a particular "investor 
profile." The Growth Investors Fund seeks the highest total return consistent 
with Alliance's determination of reasonable risk by investing in a diversified 
mix of publicly traded equity and fixed-income securities. The Conservative 
Investors Fund seeks a high total return without, in the view of Alliance, undue
risk to principal by investing in a diversified mix of publicly traded equity 
and fixed-income securities.

 
Each Fund is a series of The Alliance Portfolios (the "Trust"), and is a 
diversified, open-end management investment company. This Prospectus offers only
shares of Alliance Growth Investors Fund and Alliance Conservative Investors 
Fund. Shares of the Trust's other series, each of which has its own investment 
objective and policies, are offered by separate Prospectuses. This Prospectus 
sets forth concisely the information which a prospective investor should know 
about the Funds before investing. A "Statement of Additional Information" dated 
September 2, 1997, which provides further information regarding certain matters 
discussed in this Prospectus and other matters which may be of interest to some 
investors, has been filed with the Securities and Exchange Commission and is 
incorporated herein by reference. For a free copy, call or write Alliance Fund 
Services, Inc. at the address or the "Literature" telephone number shown 
above. 

This Prospectus offers three classes of shares which may be purchased at the 
investor's choice at a price equal to their net asset value (i) plus an initial 
sales charge imposed at the time of purchase (the "Class A shares"), (ii) with a
contingent deferred sales charge imposed on most redemptions made within four 
years of purchase (the "Class B shares"), or (iii) without any initial or 
contingent deferred sales charge, as long as the shares are held for one year or
more (the "Class C shares"). See "Purchases and Sale of Shares" and "Management 
of the Funds--Distribution Plans."

An investment in the Funds is not a deposit or obligation of, or guaranteed or 
endorsed by, any bank and is not federally insured by the Federal Deposit 
Insurance Corporation, the Federal Reserve Board, or any other agency.

Investors are advised to read this Prospectus carefully and to retain it for 
future reference.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE 
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

      Investment Adviser                       [LOGO OF ALLIANCE APPEARS HERE] 
Alliance Capital Management L.P.        
  1345 Avenue of the Americas           (R)/SM These are registered marks used
   New York, New York 10105             under license from the owner, Alliance
                                        Capital Management L.P.
<PAGE>
 
THE FUNDS AT A GLANCE

The following summary is qualified in its entirety by the more detailed 
information contained in this Prospectus.

THE FUNDS SEEK TO PROVIDE...

GROWTH INVESTORS FUND: Highest total return with reasonable risk through 
investment in a mix of equity and fixed-income securities. Normally the Fund 
will hold approximately 70% of the total assets in equity securities.

CONSERVATIVE INVESTORS FUND: High total return without undue risk to principal 
through investment in a mix of equity and fixed-income securities. Normally the 
Fund will hold approximately 70% of its total assets in fixed-income securities.

THE FUNDS WILL INVEST...
Principally in publicly traded equity and fix-income securities.

THE TRUST'S INVESTMENT MANAGER IS...
 
Alliance Capital Management L.P. ("Alliance"), a global investment adviser 
providing diversified services to institutions and individuals through a broad 
line of investments including more than 100 mutual funds. Since 1971, Alliance 
has earned a reputation as a leader in the investment world, with over $199 
billion in assets under management as of June 30, 1997. Alliance provides 
investment management services to 29 of the FORTUNE 100 companies. 

GETTING STARTED...
Shares of the Funds are available through your financial representative and most
banks, insurance companies and brokerage firms nationwide. Shares can be
purchased for a minimum initial investment of $250, and subsequent investments
can be made for as little as $50. In addition, Alliance offers several time and
money savings services to investors. Be sure to ask your financial
representative about:

                            Automatic Reinvestment

                         Automatic Investment Program

                               Retirement Plans

                           Dividend Direction Plans

                          Shareholders Communications

                                 Auto Exchange

                            Systematic Withdrawals

                          A Choice Of Purchase Plans

                            Telephone Transactions

                              24 Hour Information


                                                 [LOGO OF ALLIANCE APPEARS HERE]

                            (R)/SM These are registered marks used under license
                                from the owner, Alliance Capital Management L.P.

                                       2
<PAGE>
 
- --------------------------------------------------------------------------------
                              EXPENSE INFORMATION
- --------------------------------------------------------------------------------
 
Shareholder Transaction Expenses are one of several factors to consider when you
invest in a Fund.  The following tables summarize your maximum transaction costs
from investing in a Fund and annual expenses for each class of shares. The
examples following the tables show the cumulative expenses attributable to a
hypothetical $1,000 investment in each class for the periods specified. 


GROWTH INVESTORS FUND
<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, decreasing   the first year,
                                                                                      1.0% annually           0% thereafter
                                                                                       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(c).....................................         0.75%                  0.75%                    0.75%
  Rule 12b-1 fees........................................         0.30%(d)               1.00%                    1.00%
  Other expenses(e)......................................         0.69%                  0.70%                    0.70%
                                                                  ----                   ----                     ----
Total Fund operating expenses............................         1.74%                  2.45%                    2.45%
                                                                  ====                   ====                     ====
</TABLE> 
- --------------------------------------------------------------------------------
 
(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 12. 
 
(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 13. 
 
(c) Reflects the termination by Alliance of a waiver of a portion of its
    management fee. Actual Management fees were 0.57% and actual total Fund
    operating expenses were 1.55%, 2.26%, and 2.26%, respectively, for Class A,
    Class B and Class C shares. 

(d) 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.

(e) 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. The expenses shown do not reflect the
    application of credits that reduce fund expenses.

  
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 $1,000
  investment, assuming (i) a 5% annual return throughout
  the period and (ii) redemption at the end of the period:
     Class A.................................................            $59             $95             $133            $239
     Class B.................................................            $65             $96             $131            $261(a)
     Class C.................................................            $35             $76             $131            $279
An investor would pay the following expenses on the
  same $1,000 investment assuming no redemption at
  the end of the period:
     Class A.................................................            $59             $95             $133            $239
     Class B.................................................            $25             $76             $131            $261(a)
     Class C.................................................            $25             $76             $131            $279
</TABLE> 

- --------------------------------------------------------------------------------
(a) Assumes the Class B shares converted to Class A shares after eight years.  
See not (b) above.

                                       3
<PAGE>
 
CONSERVATIVE INVESTORS FUND

<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 divident 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, decreasing  the first year,
                                                                                              1.0% annually           0% thereafter
                                                                                               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 (after waiver)(c)..............................       0.25%                    0.25%                   0.25%
  Rule 12b-1 fees................................................       0.30%(d)                 1.00%                   1.00%
  Other expenses(e)..............................................       0.85%                    0.85%                   0.85%
                                                                        ----                     ----                    ----
Total Fund operating expenses (after waiver)(f)..................       1.40%                    2.10%                   2.10%
                                                                        ====                     ====                    ====
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>  
 
(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 12.   
 
(b) Class B shares 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 13.  
(c) Reflects the agreement of Alliance to waive management fees to the extent
    necessary to ensure that total Fund operating expenses do not exceed the
    amounts shown in the table above. In the absence of such agreement,
    management fees would have been .75%.
(d) 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.
(e) 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. The expenses shown do not reflect the
    application of credits that reduce fund expenses.
 
(f) Reflects the agreement of Alliance to limit total Fund operating expenses.
    In the absence of such agreement, total Fund operating expenses would have
    been 1.90%, 2.61% and 2.60%, respectively, for Class A, Class B and
    Class C shares.  


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...................................................      $56            $85             $116              $203
      Class B...................................................      $61            $86             $113              $225(a)
      Class C...................................................      $31            $66             $113              $243
An investor would pay the following expenses on the
  same $1,000 investment assuming no redemption at
  the end of the period:
      Class A...................................................      $56            $85             $116              $203
      Class B...................................................      $21            $66             $113              $225(a)
      Class C...................................................      $21            $66             $113              $243

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>  
(a) Assumes the Class B shares converted to Class A shares after eight years.  
    See note (b) above.
 
The purpose of the foregoing tables is to assist the investor in understanding 
the various costs and expenses that an investor in a Fund will bear directly or 
indirectly.  Long-term shareholders of a Fund may pay aggregate sales charges 
totalling more than the economic equivalent of the maximum initial sales charges
permitted by the Conduct Rules of the National Association of Securities 
Dealers, Inc.  See "Management of the Funds--Distribution Plans."  The examples 
set forth above assume reinvestment of all dividends and distributions and 
utilize a 5% annual rate of return, as mandated by regulations of the Securities
and Exchange Commission (the "Commission").  The examples should not be 
considered a representation of future expenses; actual expenses may be greater 
or less than those shown.  Actual return will vary.  

                                       4
<PAGE>
 
- --------------------------------------------------------------------------------
                             FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

               Selected Data For a Share of Beneficial Interest 
                      Outstanding Throughout Each Period

The information in the following tables, which pertains to the fiscal years 
indicated, has been audited by Price Waterhouse LLP, the Trust's independent 
accountants, whose report thereon appears in the Statement of Additional 
Information. The following information should be read in conjunction with the 
financial statements and related notes which are included in the Statement of 
Additional Information. Further information about a Fund's performance is 
contained in the Trust's annual report to shareholders which may be obtained 
without charge by contacting Alliance Fund Services, Inc. at the address or the 
"Literature" telephone number shown on the cover of this Prospectus. 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. acquired the business and substantially all of the 
assets of Equitable Capital and became the investment adviser to the Trust.

<TABLE>  
<CAPTION>
                                                                                   Growth Investors Fund
                                                                                          Class A
                                                                  ------------------------------------------------------------
                                                                                                                    May 4,
                                                                  Year Ended Year Ended  Year Ended  Year Ended     1992(a)
                                                                   April 30,  April 30,   April 30,   April 30,   To April 30,
                                                                     1997       1996        1995        1994          1993
                                                                   ---------  ---------   ---------   ---------    ----------
<S>                                                                <C>        <C>         <C>         <C>          <C>
Net asset value, beginning of period.............................   $ 14.08    $ 12.08     $ 11.61     $ 11.35       $ 10.00
                                                                    -------    -------     -------     -------       -------
Income from Investment Operations:
Net investment income............................................       .16*       .10*        .25*        .12*          .20*
Net realized and unrealized gain on investments..................       .76       2.75         .38         .39          1.43
                                                                    -------    -------     -------     -------       -------
Net increase in net asset value from operations..................       .92       2.85         .63         .51          1.63
                                                                    -------    -------     -------     -------       -------
Less: Distributions
Dividends from net investment income.............................      (.19)      (.26)       (.15)       (.11)         (.16)
Distributions from net realized gains............................     (1.69)      (.59)       (.01)       (.14)         (.12)
                                                                    -------    -------     -------     -------       -------
Total dividends and distributions................................     (1.88)      (.85)       (.16)       (.25)         (.28)
                                                                    -------    -------     -------     -------       -------
Net asset value, end of period...................................   $ 13.12    $ 14.08     $ 12.08     $ 11.61       $ 11.35
                                                                    =======    =======     =======     =======       =======
Total Return
Total investment return based on net asset value(b)..............      6.69%     23.87%       5.57%       4.46%        16.32%
                                                                    =======    =======     =======     =======       =======
Ratios/Supplemental Data:
Net assets, end of year (000's omitted)..........................   $27,453    $30,608     $22,189     $16,759       $ 3,503
Ratios to average net assets of:
  Expenses, net of waivers/reimbursements........................      1.55%      1.40%       1.40%       1.40%         1.40%(c)
  Expenses, before waivers/reimbursements........................      1.73%(d)   1.65%       1.97%       2.33%         4.27%(c)
  Net investment income..........................................      1.14%      2.02%       2.32%       1.67%         1.91%(c)
Portfolio turnover rate..........................................       133%       209%        134%         96%          114%
Average commission rate(c).......................................   $ .0435          -           -           -             -
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>  
 
Please refer to the footnotes on page 7.  

                                       5
<PAGE>
 
<TABLE>  
<CAPTION> 

                                                                                 Growth Investors Fund                             
                                                                                       Class B                                     
                                                              ------------------------------------------------------------------   
                                                                                                                        May 4, 
                                                              Year Ended    Year Ended    Year Ended    Year Ended    Year Ended
                                                               April 30,     April 30,     April 30,     April 30,   To April 30,
                                                                 1997          1996          1995          1994          1993
                                                               --------      --------      --------      --------      -------- 
<S>                                                            <C>           <C>           <C>           <C>           <C> 
Net asset value, beginning of period........................   $  14.08      $  12.09      $  11.65      $  11.41      $  10.00
                                                               --------      --------      --------      --------      --------
Income from Investment Operations
Net investment income.......................................        .06*          .06*          .17*          .07*          .07*
Net realized and unrealized gain (loss) on investments......        .77          2.70           .38           .37          1.45
                                                               --------      --------      --------      --------      --------
Net increase (decrease) in net asset value from operations..        .83          2.76           .55           .44          1.52

Less; Distributions
Dividends from net investment income........................       (.11)         (.18)         (.10)         (.06)         (.05)
Distributions from net realized gains.......................      (1.69)         (.59)         (.01)         (.14)         (.06)
                                                               --------      --------      --------      --------      --------
Total dividends and distributions...........................      (1.80)         (.77)         (.11)         (.20)         (.11)
                                                               --------      --------      --------      --------      --------
Net asset value, end of period..............................   $  13.11      $  14.08      $  12.09      $  11.65      $  11.41
                                                               ========      ========      ========      ========      ========

Total Return
Total investment return based on net asset value(b).........       5.98%        23.05%         4.83%         3.84%        15.23%
                                                               ========      ========      ========      ========      ========

Ratios/Supplemental Data:
Net assets, end of year (000's omitted).....................   $ 61,709      $ 59,978      $ 43,328      $ 30,871      $  7,999
Ratios to average net assets of:
  Expenses, net of waivers/reimbursements...................       2.26%         2.10%         2.10%         2.11%         2.15%(c)
  Expenses, before waivers/reimbursements...................       2.44%(d)      2.35%         2.67%         3.00%         4.48%(c)
  Net investment income.....................................        .42%         1.15%         1.62%          .95%         1.07%(c)
Portfolio turnover rate.....................................       1.33%          209%          134%           96%          114%
Average commission rate(c)..................................   $  .0435             -             -             -             -
</TABLE>  

<TABLE>  
<CAPTION> 

                                                                                 Growth Investors Fund                             
                                                                                       Class C                                     
                                                              ----------------------------------------------------   
                                                                                                        August 2,    
                                                              Year Ended    Year Ended    Year Ended    Year Ended   
                                                               April 30,     April 30,     April 30,     April 30,   
                                                                 1997          1996          1995          1994      
                                                               --------      --------      --------      --------    
<S>                                                            <C>           <C>           <C>           <C>         
Net asset value, beginning of period........................   $  14.09      $  12.10      $  11.65      $  11.88
                                                               --------      --------      --------      --------
Income from Investment Operations
Net investment income.......................................        .06*          .06*          .18*          .08*
Net realized and unrealized gain (loss) on investments......        .77          2.70           .38          (.11)
                                                               --------      --------      --------      --------
Net increase (decrease) in net asset value from operations..        .83          2.76           .56          (.03)
                                                               --------      --------      --------      --------
Less; Distributions
Dividends from net investment income........................       (.11)         (.18)         (.10)         (.06)
Distributions from net realized gains.......................      (1.69)         (.59)         (.01)         (.14)
                                                               --------      --------      --------      --------
Total dividends and distributions...........................      (1.80)         (.77)         (.11)         (.20)
                                                               --------      --------      --------      --------
Net asset value, end of period..............................   $  13.12      $  14.09      $  12.10      $  11.65
                                                               ========      ========      ========      ========

Total Return
Total investment return based on net asset value(b).........       5.97%        23.04%         4.91%         (.26)%
                                                               ========      ========      ========      ========

Ratios/Supplemental Data:
Net assets, end of year (000's omitted).....................   $  6,033      $  5,915      $  4,247      $  3,280
Ratios to average net assets of:
  Expenses, net of waivers/reimbursements...................       2.26%         2.10%         2.10%         2.10%(c)
  Expenses, before waivers/reimbursements...................       2.43%(d)      2.36%         2.66%         3.02%(c)
  Net investment income.....................................        .42%         1.15%         1.62%         1.04%(c)
Portfolio turnover rate.....................................        133%          209%          134%           96%
Average commission rate(c)..................................   $  .0435             -             -             -
</TABLE>  

<TABLE>  
<CAPTION> 

                                                                                Conservative Investors Fund                       
                                                                                          Class A                                   
                                                              ------------------------------------------------------------------   
                                                                                                                        May 4, 
                                                              Year Ended    Year Ended    Year Ended    Year Ended     1992(a)
                                                               April 30,     April 30,     April 30,     April 30,   To April 30,
                                                                 1997          1996          1995          1994          1993
                                                               --------      --------      --------      --------      -------- 
<S>                                                            <C>           <C>           <C>           <C>           <C> 
Net asset value, beginning of period........................   $  11.14      $  10,38      $  10.37      $  10.79      $  10.00
                                                               --------      --------      --------      --------      --------
Income from Investment Operations:
Net investment income.......................................        .41*          .51*          .48*          .31*          .39*
Net realized and unrealized gain (loss) on investments......        .46           .80          (.02)         (.26)          .82
                                                               --------      --------      --------      --------      --------
Net increase in net asset value from operations.............        .87          1.31           .46           .05          1.21
                                                               --------      --------      --------      --------      --------
Less: Distributions
Dividends from net investment income........................       (.45)         (.55)         (.45)         (.29)         (.36)
Distributions from net realized gains.......................       (.25)          -0-           -0-          (.18)         (.06)
                                                               --------      --------      --------      --------      --------
Total dividends and distributions...........................       (.70)         (.55)         (.45)         (.47)         (.42)
                                                               --------      --------      --------      --------      --------
Net asset value, end of period..............................   $  11.31      $  11.14      $  10.38      $  10.37      $  10.79
                                                               ========      ========      ========      ========      ========

Total Return
Total investment return based on net asset value(b).........       7.90%        12.59%         4.65%          .35%        12.25%
                                                               ========      ========      ========      ========      ========

Ratios/Supplemental Data:
Net assets, end of year (000's omitted).....................   $ 11,860      $ 14,161      $ 16,105      $ 15,595      $  5,339
Ratios to average net assets of:
  Expenses, net of waivers/reimbursements...................       1.40%         1.40%         1.40%         1.40%         1.40%(c)
  Expenses, before waivers/reimbursements...................       1.90%(d)      1.73%         1.83%         2.03%         3.45%(c)
  Net investment income.....................................       3.66%         4.43%         4.66%         3.43%         3.92%(c)
Portfolio turnover rate.....................................       1.74%          267%          248%          133%           84%
Average commission rate(c)..................................   $  .0428             -             -             -             -
</TABLE>  
- --------------------------------------------------------------------------------
 
Please refer to the footnotes on page 7.  

                                       6
<PAGE>
 
<TABLE>  
<CAPTION> 
                                                                    Conservative Investors Fund                  
                                                                             Class B                             
                                                   -------------------------------------------------------------
                                                                                                      May 4,     
                                                   Year Ended  Year Ended  Year Ended  Year Ended    1992(a)     
                                                    April 30,   April 30,   April 30,   April 30,  To April 30,
                                                      1997        1996        1995        1994        1993       
                                                   ----------  ----------  ----------  ----------  ------------
<S>                                                <C>         <C>         <C>         <C>         <C>            
Net asset value,                                                                  
  beginning of period..........................     $  11.31    $  10.51    $  10.47    $  10.88      $  10.00 
                                                    --------    --------    --------    --------      -------- 
Income from Investment                                                            
  Operations:                                                                     
Net investment income..........................          .34*        .43*        .46*        .24*          .24*
Net realized and                                                                  
  unrealized gain (loss) on investments........          .46         .82        (.02)       (.26)          .89 
                                                    --------    --------    --------    --------      -------- 
Net increase (decrease) in net                                                            
  asset value from operations..................          .80        1.25         .44        (.02)         1.13 
                                                    --------    --------    --------    --------      -------- 
Less: Distributions                                                               
Dividends from net                                                                
  investment income............................         (.37)       (.45)       (.40)       (.21)         (.22)
Distributions from net                                                            
  realized gains...............................         (.25)        -0-         -0-        (.18)         (.03)
                                                    --------    --------    --------    --------      -------- 
Total dividends and distributions..............         (.62)       (.45)       (.40)       (.39)         (.25)
                                                    --------    --------    --------    --------      -------- 
Net asset value, end of period.................     $  11.49    $  11.31    $  10.51    $  10.47      $  10.88 
                                                    ========    ========    ========    ========      ======== 
Total Return                                                                      
Total investment return based                                                                  
  on net asset value(b)........................         7.10%      11.95%       3.91%       (.31)%       11.39%
                                                    ========    ========    ========    ========      ======== 
                                                                                  
Ratios/Supplemental Data:                                                         
Net assets, end of                                                                
  year (000's omitted).........................     $ 28,037    $ 31,979    $ 30,542    $ 29,697      $  9,210 
Ratios to average net assets of:                                                                      
  Expenses, net of                                                                
    waivers/reimbursements.....................         2.10%       2.10%       2.10%       2.11%         2.15%(c)
  Expenses, before                                                                
    waivers/reimbursements.....................         2.61%(d)    2.44%       2.52%       2.73%         3.95%(c)
  Net investment income........................         2.96%       3.72%       3.96%       2.72%         3.06%(c)
Portfolio turnover rate........................          174%        267%        248%        133%           84%
Average commission rate(e).....................     $  .0428           -           -           -             - 

<CAPTION> 
                                                               Conservative Investors Fund                                  
                                                                          Class C                                           
                                                       ------------------------------------------------                     
                                                                                               August 2,                     
                                                       Year Ended   Year Ended   Year Ended     1993(f)                     
                                                        April 30,    April 30,    April 30,   To April 30,                  
                                                          1997         1996         1995          1994                       
                                                       ----------   ----------   ----------   ------------                  
<S>                                                    <C>          <C>          <C>           <C>                           
Net asset value,                                                                                                            
  beginning of period..........................         $  11.31     $  10.52     $  10.47     $  11.12                      
                                                        --------     --------     --------     --------                      
Income from Investment                                                                                                      
  Operations:                                                                                                               
Net investment income..........................              .34*         .41*         .46*         .18*                     
Net realized and                                                                                                            
  unrealized gain (loss) on investments........              .46          .83         (.01)        (.50)                     
                                                        --------     --------     --------     --------                      
Net increase (decrease) in net                                                                                              
  asset value from operations..................              .80         1.24          .45         (.32)                     
                                                        --------     --------     --------     --------                      
Less: Distributions                                                                                                         
Dividends from net                                                                                                          
  investment income............................             (.37)        (.45)        (.40)        (.15)                     
Distributions from net                                                                                                      
  realized gains...............................             (.25)         -0-          -0-         (.18)                     
                                                        --------     --------     --------     --------                      
Total dividends and distributions..............             (.62)        (.45)        (.40)        (.33)                     
                                                        --------     --------     --------     --------                      
Net asset value, end of period.................         $  11.49     $  11.31     $  10.52     $  10.47                      
                                                        ========     ========     ========     ========                      
Total Return                                                                                                                
Total investment return based                                                                                               
  on net asset value(b)........................             7.10%       11.84%        4.01%       (2.98)%                    
                                                        ========     ========     ========     ========                      
                                                                                                                            
Ratios/Supplemental Data:                                                                                                   
Net assets, end of                                                                                                          
  year (000's omitted).........................         $  4,150     $  5,326     $  4,419     $  4,375                      
Ratios to average net assets of:                                                                                            
  Expenses, net of                                                                                                          
    waivers/reimbursements.....................             2.10%        2.10%        2.10%        2.10%(c)                  
  Expenses, before                                                                                                          
    waivers/reimbursements.....................             2.60%(d)     2.45%        2.52%        2.69%(c)                  
  Net investment income........................             2.96%        3.71%        3.97%        2.94%(c)                  
Portfolio turnover rate........................              174%         267%         248%         133%                     
Average commission rate(e).....................         $  .0428            -            -            -                      
</TABLE>  
- --------------------------------------------------------------------------------
*   Net of fee waived and expenses reimbursed by Alliance.
(a) Commencement of operations.
(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) For the year ended April 30, 1997, the Growth Investors Fund and
    Conservative Investors Fund benefited from an expense offset arrangement
    with the transfer agent. Had such expense offsets not been in effect, the
    ratios of expenses before waiver/reimbursements to average net assets would
    have been 1.74%, 2.45%, and 2.45% for Class A, B and C shares of the Growth
    Investors Fund, respectively, and 1.91%, 2.62% and 2.61% for Class A, B and
    C shares of the Conservative Investors Fund, respectively. ALL 
 
(e) For fiscal years beginning on or after September 1, 1995, a fund is required
    to disclose its average commission per share for trades on which commissions
    are charged. ALL 
 
(f) Commencement of distribution. ALL 


                                       7
<PAGE>
 
- --------------------------------------------------------------------------------
                           DESCRIPTION OF THE FUNDS
- --------------------------------------------------------------------------------

Except for certain investment restrictions designated as fundamental in this 
Prospectus and the Statement of Additional Information, the investment 
objectives and policies of the Funds are not fundamental policies and may be 
changed by the Trustees without shareholder approval. However, the Trust will 
give shareholders contemporaneous notice of any change in a Fund's investment 
objective. There can be, of course, no assurance that the Funds will achieve 
their investment objectives.

INVESTMENT OBJECTIVES AND POLICIES

General. The Conservative Investors and Growth Investors Funds invest in a
variety of fixed-income securities, money market instruments and equity
securities, each pursuant to a different asset allocation strategy, as described
below. The term "asset allocation" is used to describe the process of shifting
assets among discrete categories of investments in an effort to adjust risk
while producing desired return objectives. Portfolio management, therefore, will
consist not only of selecting specific securities but also of setting,
monitoring and changing, when necessary, the asset mix.

Each Fund has been designed with a view toward a particular "investor profile".
The "conservative investor" has a relatively short-term investment bias, either 
because of a limited tolerance for market volatility or a short investment 
horizon. The investor is averse to taking risks that may result in principal 
loss, even though such aversion may reduce the potential for higher long-term 
gains and result in lower performance during periods of equity market strength.
Consequently, the asset mix for the Conservative Investors Fund attempts to 
reduce volatility while providing modest upside potential. The "growth investor"
has a longer-term investment horizon and is therefore willing to take more risks
in an attempt to achieve long-term growth of principal. This investor wishes, in
effect, to be risk conscious without being risk averse. The asset mix for the 
Growth Investors Fund is therefore intended to provide for upside potential 
without excessive volatility.

 
Alliance has established an asset allocation committee (the "Committee"), which 
is responsible for setting and continually reviewing the asset mix ranges of 
each Fund. The Committee generally meets at least twice each month. Under normal
market conditions, the Committee is expected to change allocation ranges 
approximately three to five times per year. However, the Committee has broad 
latitude to establish the frequency as well as the magnitude, of allocation 
changes within the guidelines established for each Fund. During periods of 
severe market disruption, allocation rages may change frequently. It is also 
possible that in periods of stable and consistent outlook no change will be 
made. The Committee's decisions are based on and may be limited by a variety of 
factors, including liquidity, portfolio size, tax consequences and general 
market conditions, always within the context of the appropriate investor profile
for each Fund. Consequently, asset mix decisions for the Conservative Investors
Fund principally emphasize risk assessment of each asset class viewed over the 
shorter term, while decisions for the Growth Investors Fund are principally 
based on an assessment of the longer term total return potential for each asset 
class. 

The Funds are permitted to use a variety of hedging techniques to attempt to 
reduce market, interest rate and currency risks.

INVESTMENT POLICIES OF THE CONSERVATIVE INVESTORS FUND

The investment objective of the Conservative Investors Fund is to achieve a 
high total return without, in the view of Alliance, undue risk to principal. The
Conservative Investors Fund attempts to achieve its investment objective by 
allocating varying portions of its assets among investment grade, publicly 
traded fixed-income securities, money market instruments and publicly traded 
common stocks and other equity securities of U.S. and non-U.S. issuers.

 
All fixed-income securities owned by the Fund will be of investment grade at the
time of purchase. This means that they will be in one of the top four rating
categories assigned by Standard & Poor's ("S&P"), Moody's Investors Service,
Inc. ("Moody's"), Duff & Phelps Credit Rating Co. ("Duff & Phelps") or Fitch
Investors Service, L.P. ("Fitch"), or will be unrated securities of comparable
quality as determined by Alliance. Securities in the fourth such rating category
(rated BBB by S&P, Duff & Phelps or Fitch, or Baa by Moody's) have speculative
characteristics, and changes in economic conditions or other circumstances are
more likely to lead to a weakened capacity to make principal and interest
payments on such obligations than in the case of higher-rated securities. In the
event that the rating of any security held by the Conservative Investors Fund
falls below investment grade (or, in the case of an unrated security, Alliance
determines that it is no longer of investment grade), the Fund will not be
obligated to dispose of such security and may continue to hold the obligation
if, in the opinion of Alliance, such investment is appropriate under the
circumstances. For a description of the ratings referred to above, see Appendix
A. 

 
Equity securities invested in by the Conservative Investors Fund will consist of
common stocks and securities convertible into common stocks, such as convertible
bonds, convertible preferred stocks and warrants, issued by companies with a
favorable outlook for earnings and whose rate of growth Alliance expects to
exceed that of the U.S. economy over time. 

The Conservative Investors Fund will at all times hold at least 40% of its total
assets in investment grade fixed-income securities, each having a duration less 
than that of a 10-year Treasury bond (the "Fixed Income Core"). The duration of 
a fixed-income security is the weighted average maturity, expressed in years, of
the present value of all future cash flows, including coupon payments and 
principal repayments.


                                       8
<PAGE>
 
The Conservative Investors Fund is generally expected to hold approximately 70%
of its total assets in fixed-income securities (including the Fixed Income Core,
cash and money market instruments) and 30% in equity securities. Actual asset
mixes will be adjusted in response to economic and credit market cycles. The
fixed-income asset class will always comprise at least 50%, but never more than
90% of the Fund's total assets. The equity class will always comprise at least
10%, but never more than 50%, of the Fund's total assets. For temporary
defensive purposes, the Fund may invest without limit in money market
instruments.     

INVESTMENT POLICIES OF THE GROWTH INVESTORS FUND
    
The investment objective of the Growth Investors Fund is to achieve the highest
total return consistent with Alliance's determination of reasonable risk. The
Fund attempts to achieve its Investment objective by allocating varying portions
of its assets among a number of asset classes. Equity investments will include
publicly traded common stocks and other equity securities of the type in which
the Conservative Investors Fund may invest, but may also include equity
securities issued by intermediate- and small-sized companies with favorable
growth prospects, companies in cyclical industries, companies whose securities
are, in the opinion of Alliance, temporarily undervalued, companies in special
situations and less widely known companies. Fixed-income investments will
include investment grade fixed-income securities(including cash and money market
instruments) and may include securities that are rated in the lower rating
categories by recognized ratings agencies(i.e.,BB or lower by S&P, Duff & Phelps
or Fitch or Ba or lower by Moody's) or that are unrated but determined by
Alliance to be of comparable quality. Lower rated fixed-income securities
generally provide greater current income than higher rated fixed-income
securities, but are subject to greater credit and market risk. The Fund will not
invest more than 25% of its total assets in securities rated at the time of
purchase below investment grade, that is, securities rated BB or lower by S&P or
Ba or lower by Moody's, or in unrated securities deemed to be of comparable
quality at the time of purchase by Alliance. For a description of the ratings
referred to above, see Appendix A. For more information about the risks
associated with investment in lower rated securities, see "High-Yield
Securities" below.     

    
The Growth Investors Fund will at all times hold at least 40% of its total
assets in publicly traded common stocks and other equity securities of the type
purchased by the Conservative Investors Fund (the "Equity Core"). The Growth
Investors Fund is generally expected to hold approximately 70% of its total
assets in equity securities (including the Equity Core) and 30% in fixed-income
securities (including cash and money market instruments). Actual asset mixes
will be adjusted in response to economic and credit market cycles. The fixed-
income asset class will always comprise at least 10%, but never more than 60%,
of the Fund's total assets. The equity class will always comprise at least 40%,
but never more than 90%, of the Fund's total assets. For temporary defensive
purposes, the Fund may invest without limit in money market instruments.     

ADDITIONAL INVESTMENT POLICIES AND TECHNIQUES APPLICABLE TO THE FUNDS
    
Foreign Securities. Each Fund may invest without limit in securities of foreign
issuers and securities which are not publicly traded in the United States,
although the Conservative Investors Fund generally will not invest more than 15%
of its total assets, and the Growth Investors Fund generally will not invest
more than 30% of its total assets, in such securities. Such securities may
involve certain special risks due to foreign economic, political diplomatic and
legal developments, including favorable or unfavorable changes in currency
exchange rates, exchange control regulations (including currency blockage and
costs), expropriation or nationalization of assets, confiscatory taxation,
imposition of withholding taxes on dividend or interest payments, and possible
difficulty in obtaining and enforcing judgments against foreign entities.
Furthermore, issuers of foreign securities are subject to different, often less
comprehensive, accounting, reporting and disclosure requirements than domestic
issuers. The securities of some foreign companies and foreign securities markets
are less liquid and at times more volatile than securities of comparable U.S.
companies and U.S. securities markets, and foreign securities markets may be
subject to less regulation than U.S. securities markets. The laws of some
foreign countries may limit the Funds' ability to invest in certain issuers
located in those countries. Foreign brokerage commissions and other fees are
also generally higher than in the United States. There are also special tax
considerations that apply to securities of foreign issuers and securities
principally traded overseas. Foreign settlement procedures and trade regulations
may involve certain risks (such as delay in payment or delivery of securities or
in the recovery of the Funds' assets held abroad) and expenses not present in
the settlement of domestic investments.     

The Growth Investors Fund may invest a portion of its assets in developing
countries or in countries with new or developing capital markets. The risks
noted above are generally increased with respect to these investments. These
countries may have relatively unstable governments, economies based on only a
few industries or securities markets that trade a small number of securities.
Securites of issuers located in these countries tend to have volatile prices and
may offer significant potential for loss.

The value of foreign investments measured in U.S. dollars will rise or fail
because of decreases or increases, respectively, in the value of the U.S. dollar
in comparison to the value of the currency in which the foreign investment is
denominated. The Funds may buy or sell foreign currencies, options on foreign
currencies, foreign currency futures contracts (and related options) and deal in
forward foreign currency exchange contracts in connection with the purchase and
sale of foreign investments. See the Statement of Additional Information.

Non-Publicly Traded Securities. Each Fund may invest in securities that are not
publicly traded, including securities sold pursuant to Rule 144A under the
Securities Act of 1933("Rule 144A Securities"). The sale of these securities is
usually
 
                                       9



 
                
<PAGE>
 
restricted under Federal securities laws, and market quotations may not be 
readily available. As a result, a Fund may not be able to sell these securities 
(other than Rule 144A Securities) unless they are registered under applicable 
Federal and state securities laws, or may be able to sell them only at less than
fair market value. Investment in these securities is restricted to 5% of a 
Fund's total assets (not including for these purposes Rule 144A Securities, to 
the extent permitted by applicable law) and is also subject to the Funds' 
restriction against investing more than 15% of total assets in "illiquid" 
securities. To the extent permitted by applicable law, Rule 144A Securities will
not be treated as "illiquid" for purposes of the foregoing restriction so long 
as such securities meet liquidity guidelines established by the Trust's Board of
Trustees. For additional information see the Statement of Additional 
Information.     

    
Mortgage-Backed Securities. Each Fund may invest in mortgage-backed securities, 
including collateralized mortgage obligations or "CMOs." Interest and principal 
payments (including prepayments) on the mortgages underlying mortgage-backed 
securities are passed through to the holders of the mortgage-backed security. 
Prepayments occur when the mortgagor on an individual mortgage prepays the 
remaining principal before the mortgage's scheduled maturity date. As a result 
of the pass-through of prepayments of principal on the underlying securities, 
mortgage-backed securities are often subject to more rapid prepayment of 
principal than their stated maturity would indicate. Because the prepayment 
characteristics of the underlying mortgages may vary, it is not possible to 
predict accurately the realized yield or average life of a particular issue of 
pass-through certificates. During periods of declining interest rates, such 
prepayments can be expected to accelerate and the Funds would be required to 
reinvest the proceeds at the lower interest rates then available. Conversely, 
during periods of rising interest rates, a reduction in prepayments may increase
the effective maturities of the securities, subjecting them to a greater risk of
decline in market value in response to rising interest rates. In addition, 
prepayments of mortgages which underlie securities purchased at a premium could 
result in capital losses.     

The Funds may also invest in derivative instruments, including certificates 
representing rights to receive payments of the interest only or principal only 
of mortgage-backed securities ("IO/PO Strips"). These securities may be more 
volatile than other types of securities. IO Strips involve the additional risk 
of loss of the entire remaining value of the investment if the underlying 
mortgages are prepaid.

Adjustable Rate Securities. Each Fund may invest in adjustable rate securities.
Adjustable rate securities are securities that have interest rates that are 
reset at periodic intervals, usually by reference to some interest rate index or
market interest rate. Some adjustable rate securities are backed by pools of 
mortgage loans. Although the rate adjustment feature may act as a buffer to 
reduce sharp changes in the value of adjustable rate securities, these 
securities are still subject to changes in value based on changes in market 
interest rates or changes in the issuer's creditworthiness. Because the interest
rate in reset only periodically, changes in the interest rate on adjustable rate
securities may lag behind changes in prevailing market interest rates. Also,
some adjustable rate securities (or the underlying mortgages) are subject to
caps or floors that limit the maximum change in the interest rate during a
specified period or over the life of the security.

Asset-Backed Securities. Each Fund may invest in asset-backed securities, which
represent fractional interests in pools of leases, retail installment loans or 
revolving credit receivables, both secured and unsecured. These assets are 
generally held by a trust. Payments of principal and interest or interest only 
are passed through to certificate holders and may be guaranteed up to certain 
amounts by letters of credit issued by a financial institution affiliated or 
unaffiliated with the trustee or originator of the trust.

Underlying automobile sales contracts of credit card receivables are subject to
prepayment, which may reduce the overall return to certificate holders.
Certificate holders may also experience delays in payment on the certificates if
the full amounts due on underlying sales contracts or receivables are not
realized by the trust because of unanticipated legal or administrative costs of
enforcing the contracts or because of depreciation or damage to the collateral
(usually automobiles) securing certain contracts, or other factors. If
consistent with its investment objective and policies, each of the Funds may
invest in other asset-backed securities that may be developed in the future.

    
High-Yield Securities. The Growth Investors Fund may invest in high-yield, 
high-risk, fixed-income and convertible securities rated at the time or purchase
Ba or lower by Moody's or BB or lower by S&P, Duff & Phelps or Fitch, or, if 
unrated, judged by Alliance to be of comparable quality ("High-Yield 
Securities"). The Growth Investors Fund will generally invest in securities 
rated at the time or purchase at least Caa- by Moody's or CCC- by S&P, Duff & 
Phelps or Fitch, or in unrated securities judged by Alliance to be of comparable
quality at the time of purchase. However, from time to time, the Fund may invest
in securities rated in the lowest grades of Moody's S&P, Duff & Phelps or Fitch,
or in unrated securities judged by Alliance to be of comparable quality, if 
Alliance determines that there are prospects for an upgrade or a favorable 
conversion into equity securities (in the case of convertible securities). 
Securities rated Ba or BB or lower (and comparable unrated securities) are 
commonly referred to as "junk bonds". Securities rated D by S&P are in default. 
For the fiscal year ended April 30, 1997, the percentages of the Growth 
Investors Fund's assets invested in securities rated (or considered by Alliance 
to be of equivalent quality to securities rated) in particular rating categories
were: 16.23% in AAA and above; .27% in AA; 1.94% in A; 1.94% in BBB; and .73% in
BB. The Fund did not invest in securities rated below BB by each of Moody's, 
S&P, Duff & Phelps and Fitch or, if not rated, considered by Alliance to be of 
equivalent quality to securities so rated. For the fiscal year ended April 30, 
1997, the Conservative Investors Fund did not invest in High-Yield 
Securities.     

                                      10
<PAGE>
 
As with other fixed-income securities, High-Yield Securities are subject to 
credit risk and market risk and their yields may fluctuate. Market risk relates 
to changes in a security's value as a result of changes in interest rates. 
Credit risk relates to the ability of the issuer to make payments of principal 
and interest. High-Yield Securities are subject to greater credit risk (and 
potentially greater incidence of default) than comparable higher-rated 
securities because issuers are more vulnerable to economic downturns, higher 
interest rates or adverse issuer-specific developments. In addition, the prices
of High-Yield Securities are generally subject to greater market risk, and
therefore react more sharply to changes in interest rates. The value and
liquidity of High-Yield Securities may be diminished by adverse publicity or
investor perceptions.

Because High-Yield Securities are frequently traded only in markets where the 
number of potential purchasers and sellers, if any, is limited, the ability of 
the Growth Investors Fund to sell High-Yield Securities at their fair value 
either to meet redemption requests or to respond to changes in the financial 
markets may be limited.  Thinly traded High-Yield Securities may be more 
difficult to value accurately for the purpose of determining the Fund's net 
asset value.  In addition, the values of such securities may be more volatile.

Some High-Yield Securities in which the Growth Investors Fund may invest may be 
subject to redemption or call provisions that may limit increase in market, 
value that might otherwise result from lower interest rates while increasing the
risk that the Fund may be required to reinvest redemption or call proceeds 
during a period of relatively low interest rates.

    
The credit ratings issued by Moody's, S&P, Duff & Phelps and Fitch, a 
description of which is included as Appendix A, are subject to various 
limitations.  For example, while such ratings evaluate credit risk, they 
ordinarily do not evaluate the market of risk of High-Yield Securities.  In 
certain circumstances, the ratings may not reflect in a timely fashion adverse 
developments affecting an issuer.  For these reasons, Alliance conducts its own 
independent credit analysis of High-Yield Securities.  When the Growth Investors
Fund invests in securities in the lower rating categories, the achievement of 
the Fund's goals is more dependent on Alliance's ability than would be the case 
if the Fund were investing in higher-rated securities.     

In the event that the credit rating of a High-Yield Security held by the Growth 
Investors Fund falls below its rating at the time of purchase (or, in the case 
of unrated securities, Alliance determines that the quality of such security has
deteriorated since purchased by the Fund), the Fund will not be obligated to 
dispose of such security and may continue to hold the obligation if, in the 
opinion of Alliance, such investment is appropriate under the circumstances.

    
Securities rated Baa by Moody's or BBB by S&P, Duff & Phelps or Fitch or judged 
by the advisor to be of comparable quality share some of the speculative 
characteristics of the High-Yield Securities described above.     

    
Convertible Securities.  Each Fund may invest in convertible securities.  These 
securities normally provide a yield that is higher than that of the underlying 
stock but lower than that of a fixed-income security without the conversion 
feature. Also, the price of the convertible security will normally vary to some
degree with changes in the price of the underlying stock. In addition, the price
of the convertible security will also generally vary to some degree inversely
with interest rates. Convertible debt securities that are rated below BBB (S&P)
or Baa (Moody's) or comparable unrated securities as determined by Alliance may
share some or all of the risks of High-Yield Securities. For a description of
these risks, see "High-Yield Securities" above.     

Equity-Linked Debt Securities.  Equity-linked debt securities are securities 
with respect to which the amount of interest and/or principal that the issuer 
thereof is obligated to pay is linked to the performance of a specified index of
equity securities.  Such amount may be significantly greater or less than 
payment obligations in respect of other types of debt securities.  Adverse 
changes in equity securities indices and other adverse changes in the securities
markets may reduce payments made under, and/or the principal of, equity-linked 
debt securities held by a Fund. Furthermore, as with any debt securities, the 
values of equity-linked debt securities will generally vary inversely with
changes in interest rates. A Fund's ability to dispose of equity-linked debt
securities will depend on the availability of liquid markets for such
securities. Investment in equity-linked debt securities may be considered to be
speculative. As with other securities, a Fund could lose its entire investment
in equity-linked debt securities.

Zero-Coupon and Payment-in-Kind Bonds.  The Funds may at times invest in 
so-called "zero-coupon" bonds and "payment-in-kind" bonds.  Zero-coupon bonds 
are issued at a significant discount from their principal amount in lieu of 
paying interest periodically.  Payment-in-kind bonds allow the issuer, at its 
option, to make current interest payments on the bonds either in cash or in 
additional bonds.  Because zero-coupon and payment-in-kind bonds do not pay 
current interest in cash, their value is generally subject to greater
fluctuation in response to changes in market interest rates than bonds which pay
interest currently in cash. Both zero-coupon and payment-in-kind bonds allow an
issuer to avoid the need to generate cash to meet current interest payments.
Accordingly, such bonds may involve greater credit risks than bonds paying
interest currently in cash. Even though such bonds do not pay current interest
in cash, a Fund is nonetheless required to accrue interest income on such
investments and to distribute such amounts at least annually to shareholders.
Thus, a Fund could be required to liquidate other investments in order to
satisfy its dividend requirements at times when Alliance would not otherwise
deem it advisable to do so.

Futures and Related Options.  Each Fund may buy and sell stock index futures 
contracts ("index futures") and may buy options on index futures for hedging 
purposes and may buy and sell options on stock indices for hedging purposes or 
to earn additional income.  The Funds may also, for hedging purposes, purchase 
and sell futures contracts, options thereon and options with respect to U.S. 
Treasury securities, including U.S. Treasury bills, notes and bonds.

                                      11
<PAGE>
 
The use of futures and options involves certain special risks.  Futures and 
options transactions involve costs and may result in losses.  Certain risks 
arise because of the possibility of imperfect correlations between movements in
the prices of futures and options and movements in the prices of the underlying 
stock index or security or of the securities in a Fund's portfolio that are the
subject of a hedge. The successful use of the strategies described above further
depends on Alliance's ability to forecast market movements correctly. Other
risks arise from a Fund's potential inability to close out its futures or
options positions. In addition there can be no assurance that a liquid secondary
market will exist for any future or option at any particular time. Certain
provisions of the Internal Revenue Code and certain regulatory requirements may
limit the Funds' ability to engage in futures and options transactions. A more
detailed explanation of futures and options transactions, including the risks
associated with them, is included in the Statement of Additional Information.

Options. A Fund may seek to increase current return by writing covered call and 
put options on securities it owns or in which it may invest. The Fund receives a
premium from writing a call or put option, which increases the Fund's return if 
the option expires unexercised or is closed out at a net profit. When the Fund 
writes a call option, it gives up the opportunity to profit from any increase 
in the price of a security above the exercise price of the option; when it
writes a put option, the Fund takes the risk that it will be required to
purchase a security from the option holder at a price above the current market
price of the security. The Fund may terminate an option that it has written
prior to its expiration by entering into a closing purchase transaction in which
it purchases an option having the same terms as the option written. A Fund may
also buy and sell put and call options for hedging purposes. A Fund may also
from time to time buy and sell combinations of put and call options on the same
underlying security to earn additional income. A Fund's use of these strategies
may be limited by applicable law.

Securities Loans, Repurchase Agreements and Forward Commitments. Each Fund may 
lend portfolio securities amounting to not more than 25% of its total assets and
may enter into repurchase agreements on up to 25% of its total assets. These 
transactions must be fully collateralized at all times, but involve some risk to
a Fund if the other party should default on its obligation and the Fund is 
delayed or prevented from recovering the collateral. Each Fund may also purchase
securities for future delivery, which may increase its overall investment 
exposure and involves a risk of loss if the value of the securities declines 
prior to the settlement date.

Portfolio Management. Alliance manages each Fund's portfolio by buying and 
selling securities to help attain its investment objective. The portfolio 
turnover rate for each Fund is included under "Financial Highlights." A high 
portfolio turnover rate will involve greater costs to a Fund (including 
brokerage commissions and transaction costs) and may also result in the 
realization of taxable capital gains, including short-term capital gains taxable
at ordinary income rates. See "Dividends, Distributions and Taxes" below and 
"Portfolio Transactions" in the Statement of Additional Information.

Certain Fundamental Investment Policies. The Funds have adopted certain 
fundamental investment policies which may not be changed without shareholder 
approval, including policies which provide that each Fund may not: (1) invest 
more than 5% of its total assets in the securities of any one issuer (other 
than U.S. Government securities and repurchase agreement relating thereto), 
although up to 25% of a Fund's total assets may be invested without regard to 
this restriction; or (ii) invest 25% or more of its total assets in the 
securities of any one industry.

- --------------------------------------------------------------------------------
                              PURCHASE AND SALE 
- --------------------------------------------------------------------------------
                                   OF SHARES
- --------------------------------------------------------------------------------

HOW TO BUY SHARES
You can purchase shares through broker-dealers, banks or other financial 
intermediaries, or directly through Alliance. The minimum initial investment is 
$250. The minimum for subsequent investments is $50. Investments of $25 or more 
are allowed under the automatic investment program and a 403(b)(7) retirement 
plan. Share certificates are issued only upon request. See the Statement of 
Additional Information and the Application for more information.

Existing shareholders may make subsequent purchases by electronic funds transfer
if they have completed the Telephone Transactions section of the Subscription 
Application or the Shareholder Options form obtained from Alliance Fund 
Services, Inc. ("AFS"). Telephone purchase orders can be made by calling (800) 
221-5672, may not exceed $500,000, must be received by the Fund by 3:00 p.m. 
Eastern time on a Fund business day and will be made at the next day's net asset
value (less any applicable sales charge).

The Funds offer the following classes of shares:

Class A Shares -- Initial Sales Charge Alternative

You can purchase Class A shares at net asset value plus an initial sales charge,
as follows:

<TABLE> 
<CAPTION> 

                          Initial Sales Charge

                       as % of                              Commission to
                      Net Amount         as % of           Dealer/Agent as %
Amount Purchased       Invested       Offering Price       of Offering Price
- --------------------------------------------------------------------------------
<S>                   <C>             <C>                  <C> 
Less than $100,000      4.44%             4.25%                  4.00%
- --------------------------------------------------------------------------------
$100,000 to less
than $250,000           3.36              3.25                   3.00
- --------------------------------------------------------------------------------
$250,000 to less
than $500,000           2.30              2.25                   2.00
- --------------------------------------------------------------------------------
$500,000 to less 
than $1,000,000         1.78              1.75                   1.50
- --------------------------------------------------------------------------------
</TABLE> 

On purchases of $1,000,000 or more, you pay no initial sales charge but may pay 
a contingent deferred sales charge ("CDSC") equal to 1% of the lesser of net 
asset value at the time of redemption or original cost if you redeem within one 
year; Alliance may pay the dealer or agent a fee of up to 1% of 

                                      12
<PAGE>
 
the dollar amount purchased. Certain purchases of Class A shares may qualify for
reduced or eliminated sales charges in accordance with the Funds' Combined
Purchase Privilege, Cumulative Quantity Discount, Statement of Intention,
Privilege for Certain Retirement Plans, Reinstatement Privilege and Sales at Net
Asset Value programs. Consult the Application and the Statement of Additional
Information.

CLASS B SHARES--DEFERRED SALES CHARGE ALTERNATIVE

You can purchase Class B shares at net asset value without an initial sales 
charge. However, you may pay a CDSC if you redeem shares within four years after
purchase. The amount of the CDSC (expressed as a percentage of the lesser of the
current net asset value or original cost) will vary according to the number of 
years from the purchase of the Class B shares until the redemption of those 
shares, as follows:

<TABLE> 
<CAPTION> 

                                                 CDSC
                                           Shares Purchased
                                              On or After
  Year Since Purchase                      November 19, 1993
- ---------------------------------------------------------------
  <S>                                      <C>  
       First                                      4%
       Second                                     3%
       Third                                      2%
       Fourth                                     1%
       Thereafter                                None
</TABLE> 

Shares purchased before November 19, 1993 are subject to a different CDSC 
schedule.

Class B shares are subject to higher distribution fees than Class A shares for a
period of eight years (at which time they convert to Class A shares). Because of
these higher fees, Class B shares pay correspondingly lower dividends and may 
have a lower net asset value than Class A shares.

CLASS C SHARES--ASSET-BASED SALES CHARGE ALTERNATIVE

You can purchase Class C shares at net asset value without any initial sales 
charge. The Fund will thus receive the full amount of your purchase, and, if you
hold your shares for one year or more, you will receive the entire net asset 
value of your shares upon redemption. Class C shares incur higher distribution 
fees than Class A shares and do not convert to any other class of shares of the 
Fund. Because of these higher fees, Class C shares pay correspondingly lower 
dividends and may have a lower net asset value than Class A shares.

Class C shares redeemed within one year of purchase will be subject to a CDSC 
equal to 1.0% of the lesser of their original cost or net asset value at the 
time of redemption.

APPLICATION OF THE CDSC

Shares obtained from dividend or distribution reinvestment are not subject to 
any CDSC.  The CDSC is deducted from the amount of the redemption and is paid to
AFD.  The CDSC will be waived on redemptions of shares following the death or 
disability of a shareholder, to meet the requirements of certain qualified 
retirement plans or pursuant to a monthly, bimonthly or quarterly systematic 
withdrawal plan.  See the Statement of Additional Information.

HOW THE FUNDS VALUE THEIR SHARES

The net asset value of each Class of shares of a Fund is calculated by dividing 
the value of the Fund's net assets allocable to that Class by the outstanding 
shares of that Class.  Shares are valued each day the New York Stock Exchange 
("Exchange") is open as of the close of regular trading (currently 4:00 p.m. 
Eastern time).  The portfolio securities of a Fund are valued at their current 
market value determined on the basis of market quotations or, if such quotations
are not readily available, by such other methods as the Trustees believe would 
accurately reflect fair market value.

GENERAL
    
The decision as to which Class is most beneficial to you depends on the amount 
and intended length of your investment.  If you are making a large investment, 
thus qualifying for a reduced sales charge, you might consider Class A shares.  
If you are making a smaller investment, you might consider Class B shares 
because 100% of your purchase is invested immediately.  If you are unsure of the
length of your investment, you might consider Class C shares because there is no
initial or, after one year, contingent deferred sales charge.  Consult your 
financial agent.  There is no size limit on purchases of Class A shares.  The 
maximum purchase of Class B shares is $250,000.  The maximum purchase of Class C
shares is $1,000,000.  A Fund may refuse any order to purchase shares.     

    
In addition to the discount or commission paid to dealers, AFD will from time to
time pay to dealers additional cash or other incentives that are conditioned 
upon the sale of a specified minimum dollar amount of shares of a Fund and/or 
other Alliance Mutual Funds.  Such incentives may take the form of payment for 
attendance at seminars, lunches, dinners, sporting events or theater 
performances, or payment for travel, lodging and entertainment incurred in 
connection with travel by persons associated with a dealer and their immediate 
family members to urban or resort locations within or outside the United States.
Such a dealer may elect to receive cash incentives of equivalent amount in lieu
of such payments.     

HOW TO SELL SHARES
    
You may "redeem," i.e., sell your shares to a Fund, on any day the Exchange is 
open, either directly or through your financial intermediary.  The price you 
will receive is the net asset value (less any applicable CDSC for Class B 
shares) next calculated after the Fund receives your request in proper form.  
Proceeds generally will be sent to you within seven days.  However, for shares 
recently purchased by check, a Fund will not send proceeds until it is 
reasonably satisfied that the check has been collected (which may take up to 15 
days).     

SELLING SHARES THROUGH YOUR BROKER

Your broker must receive your request before 4:00 p.m. Eastern time and your 
broker must transmit your request to the Fund by 5:00 p.m. Eastern time to 
receive that day's net asset value (less any applicable CDSC).  Your broker is 
responsible for 

                                      13
<PAGE>
 
furnishing all necessary documentation to the Fund and may charge you for this
service.

SELLING SHARES DIRECTLY TO A FUND

Send a signed letter of instruction or stock power form to AFS along with
certificates, if any, that represent the shares you want to sell. For your
protection, signatures must be guaranteed by a bank, a member firm of a national
stock exchange or other eligible guarantor institution. Stock power forms are
available from your financial intermediary, AFS, and many commercial banks.
Additional documentation is required for the sale of shares by corporations,
representatives, fiduciaries and surviving joint owners. For details contact:

                            Alliance Fund Services
                                 P.O. Box 1520

                            Secaucus, NJ 07096-1520
                                1-800-221-5672

    
Alternatively, a request for redemption of shares for which no stock
certificates have been issued can also be made by telephone to (800) 221-5672.
Telephone redemption requests must be made by 4:00 p.m. Eastern time on a Fund
business day in order to receive that day's net asset value, and generally may
be made only once in any 30-day period. A shareholder who has completed the
Shareholder Options form obtained from AFS, can elect to have the proceeds of
his or her redemption sent to his or her bank via an electronic funds transfer.
Proceeds of telephone redemptions also may be sent by check to a shareholder's
address of record. Redemption requests by electronic funds transfer may not
exceed $100,000 and redemption requests by check may not exceed $50,000.
Telephone redemption is not available for shares held in nominee or street name
accounts or retirement plan accounts or shares held by a shareholder who has
changed his or her address of record within the previous 30 calendar days.     

General
    
The sale of shares is a taxable transaction for Federal tax purposes. Under 
unusual circumstances, the Funds may suspend redemptions or postpone payment for
up to seven days or longer, as permitted by Federal securities law. The Funds 
reserve the right to close an account that through redemption has remained below
$200 for 90 days. Shareholders will receive 60 days' written notice before the 
account is closed and may make additional purchases during that time to prevent 
the closing of the account.     

SHAREHOLDER SERVICES
AFS offers a variety of shareholder services. For more information about these 
services or your account, call AFS's toll-free number, 800-221-5672. Some 
services are described in the attached Application. A shareholder's manual 
explaining all available services will be provided upon request. To request a 
shareholder's manual, call 800-227-4618.

During drastic economic or market developments, you might have difficulty in 
reaching AFS by telephone, in which event your should issue written instructions
to AFS. AFS is not responsible for the authenticity of telephonic requests to 
purchase, sell or exchange shares. AFS will employ reasonable procedures to 
verify that telephone requests are genuine, and could be liable for losses 
resulting from unauthorized transactions if it failed to do so. Dealers and 
agents may charge a commission for handling telephonic requests. The telephone 
service may be suspended or terminated at any time without notice.

HOW TO EXCHANGE SHARES
You may exchange your investment in any Fund for shares of the same class of 
other Alliance Mutual Funds (which include AFD Exchange Reserves, a money market
fund managed by Alliance). Exchanges of shares are made at the net asset values 
next determined, without sales or service charges. Exchanges may be made by 
telephone or written request. Telephone exchange requests must be received by 
AFS by 4:00 p.m. Eastern time on a Fund business day in order to receive that 
day's net asset value.

Shares will continue to age without regard to exchanges for purposes of 
determining the CDSC, if any, upon redemption and, in the case of Class B 
shares, conversion to Class A shares. After an exchange, your Class B shares 
will automatically convert to Class A shares in accordance with the conversion 
schedule applicable to the Class B shares of the Alliance Mutual Fund you 
originally purchased for cash ("original shares"). When redemption occurs, the 
CDSC applicable to the original shares is applied.

Please read carefully the prospectus of the fund into which you are exchanging 
before submitting the request. Call AFS at 800-221-5672 to exchange by telephone
shares not in certificate form. An exchange is a taxable capital transaction for
Federal tax purposes. The exchange service may be changed, suspended, or 
terminated on 60 days' written notice.

- -------------------------------------------------------------------------------
                            MANAGEMENT OF THE FUNDS
- -------------------------------------------------------------------------------

ADVISER
    
Alliance, which is a Delaware limited partnership with principal offices at 1345
Avenue of the Americas, New York, New York 10105, has been retained under an 
investment advisory contract (the "Investment Advisory Contract") to provide 
investment advice and, in general, to conduct the management and investment 
programs of each Fund subject to the general supervision and control of the 
Trustees of the Trust. Nicholas D.P. Carn is the person principally responsible 
for the day-to-day management of each Fund's portfolio. Mr. Carn has been a Vice
President of Alliance Capital Management Corporation since 1997. Prior thereto,
he was Chief Investment Officer and Portfolio Manager of Draycott Partners.     

    
Alliance is a leading international investment manager supervising client 
accounts with assets as of June 30, 1997 totalling more than $199 billion (of 
which more than $71 billion represents the assets of investment companies). 
Alliance's clients are primarily major corporate employee benefit plans,      

                                      14
<PAGE>
 
public employee retirement plans, insurance companies, banks, foundations and
endowment funds. The 54 registered investment companies managed by Alliance
comprising more than 116 separate investment portfolios currently have nearly
three million shareholder accounts. As of June 30, 1997, Alliance was retained
as an investment manager of employee benefit fund assets for 29 of the Fortune
100 companies.      

Alliance Capital Management Corporation, the sole general partner of, and the
owner of a 1% general partnership interest in, Alliance, is an indirect wholly-
owned subsidiary of The Equitable Life Assurance Society of the United States,
("Equitable"), one of the largest life insurance companies in the United States,
which is a wholly-owned subsidiary of The Equitable Companies Incorporated, a
holding company controlled by AXA, a French insurance holding company. Certain
information concerning the ownership and control of Equitable by AXA is set
forth in the Statement of Additional Information under "Management of the
Trust."
    
Alliance provides investment advisory, administrative and clerical services, 
office space, and order placement facilities for each Fund and pays all 
compensation of the Trustees and officers of the Trust who are affiliated 
persons of Alliance.  For its services, Alliance is entitled to receive a 
monthly fee from each Fund at an annual rate of 0.75% of such Fund's average 
daily net assets.  However, Alliance has voluntarily agreed to waive its fees 
and bear certain expenses so that total expenses of the Conservative Investors 
Fund 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.      

DISTRIBUTION PLANS

Rule 12b-1 adopted by the Commission under the Investment Company Act of 1940,
as amended (the "1940 Act"), permits an investment company to directly or
indirectly pay expenses associated with the distribution of its shares in
accordance with a duly adopted and approved plan.  The Trust has adopted a plan 
for each class of shares pursuant to Rule 12b-1 (each a "Plan" and collectively 
the "Plans").  Pursuant to the Plans, each Fund pays AFD a Rule 12b-1 
distribution services fee, which may not exceed an annual rate of .50% of the 
Fund's aggregate average daily net assets attributable to the Class A shares, 
1.00% of the Fund's aggregate average daily net assets attributable to the Class
B shares and 1.00% of the Fund's aggregate average daily net assets attributable
to the Class C shares, to compensate AFD for distribution services.  The 
Trustees currently limit payments under the Class A Plan to .30% of each Fund's 
aggregate average daily net assets attributable to Class A shares.  The Plans 
provide that a portion of the distribution services fee, in an amount not to 
exceed .25%, constitutes a service fee that AFD will use for personal service 
and/or the maintenance of shareholder accounts.
      
Each Plan provides that AFD will use the distribution services fee received from
a Fund for payments (i) to compensate broker-dealers or other persons for 
providing distribution assistance, (ii) to otherwise promote the sale of shares 
of that Fund and (iii) to compensate broker-dealers, depository institutions and
other financial intermediaries for providing administrative, accounting and 
other services with respect to that Fund's shareholders. In this regard, some 
payments under the Plans are used to compensate financial intermediaries with 
trail or maintenance commissions in an amount equal to .25%, annualized, with 
respect to Class A shares and Class B shares, and 1.00%, annualized, with 
respect to Class C shares, of the assets maintained in a Fund by their 
customers.  Distribution services fees are accrued daily and paid monthly, and 
are charged as expenses of the Fund when accrued.  The Plans also provide that 
Alliance may use its own resources to finance the distribution of the Fund's 
shares.
 
The Funds are not obligated under the Plans to pay any distribution services fee
in excess of the amounts set forth above.  The purpose of the payments to AFD 
under the Plans is to compensate AFD for its distribution services with respect 
to the sale of the Fund's shares.  Since AFD's compensation is not directly tied
to its expenses, the amount of compensation received by it under the Plans 
during any year may be more or less than its actual expenses.  For this reason, 
the Plans are characterized by the staff of the Commission as being of the
"compensation" variety. 
    
In the event that a Plan is terminated or not continued, (i) no distribution 
services fees (other than current amounts accrued but not yet paid) would be 
owed by the Funds to AFD with respect to the relevant class and (ii) the Funds 
would not be obligated to pay AFD for any amounts expended by AFD not previously
recovered by AFD from distribution services fees in respect of shares of such 
class or, in the case of Class B shares, recovered through deferred sales 
charges.  Unreimbursed distribution expenses incurred as of April 30, 1997 with 
respect to the Class B shares of the Conservative Investors Fund amounted to 
approximately $1,743,587, or approximately 6.22% of the net assets represented 
by Class B shares on that date.  Unreimbursed distribution expenses incurred as 
of April 30, 1997 with respect to the Class C shares of the Conservative 
Investors Fund amounted to approximately $369,224, or approximately 8.90% of the
net assets represented by Class C shares on that date.  Unreimbursed 
distribution expenses incurred as of April 30, 1997 with respect to the Class B 
shares of the Growth Investors Fund amounted to approximately $2,420,294, or 
approximately 3.92% of the net assets represented by Class B shares on that 
date.  Unreimbursed distribution expenses incurred as of April 30, 1997 with 
respect to the Class C shares of the Growth Investors Fund amounted to 
approximately $289,999, or approximately 4.81% of the net assets represented by 
Class C shares on that date.      

The Plans are in compliance with rules of the National Association of Securities
Dealers, Inc. which effectively limit the annual asset-based sales charges and
service fees that a mutual fund may impose on a class of shares to .75% and
 .25%, respectively, of the average annual net assets attributable to that class.
The rules also limit the aggregate of all initial, deferred and asset-based
sales charges imposed with respect to a class of shares by a mutual fund that
also 

                                      15
<PAGE>
 
charges a service fee to 6.25% of cumulative gross sales of shares of that
class, plus interest at the prime rate plus 1% per annum.

The Glass-Steagall Act and other applicable laws may limit the ability of a bank
or other depository institution to become an underwriter or distributor of
securities. However, in the opinion of Trust's management, based on the advice
of counsel,these laws do not prohibit such depository institutions from
providing services for investment companies such as the administrative,
accounting and other services referred to above. In the event that a change in
these laws prevented a bank from providing such services, it is expected that
other service arrangements would be made and that shareholders would not be
adversely affected. The State of Texas requires that shares of the Funds may be
sold in that state only by dealers or other financial institutions that are
registered there as broker-dealers.

- --------------------------------------------------------------------------------
                           DIVIDENDS, DISTRIBUTIONS
- --------------------------------------------------------------------------------
                                   AND TAXES
- --------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS

If you receive an income dividend or capital gains distribution in cash from a 
Fund, you may, within 120 days following the date of its payment, reinvest the 
dividend or distribution in additional shares of the Fund without charge by 
returning to Alliance, with appropriate instructions, the check representing 
such dividend or distribution. Thereafter, unless you otherwise specify, you 
will be deemed to have elected to reinvest all subsequent dividends and 
distributions in shares of the Fund. 

It is the intention of the Conservative Investors Funds to distribute net 
investment income quarterly and any net realized capital gains at least 
annually. It is the  intention of Growth Investors Fund to distribute any 
investment income and any net realized capital gains at least annually. 
Distributions from net investment income, if any, are expected to be 
small. Distributions from net capital are made after applying any available loss
carryovers.

TAXES
    
Each Fund intends to qualify to be taxed as a "regulated investment company"
under the Internal Revenue Code. So long as a Fund distributes at least 90% of
its income, qualification as a regulated investment company relieves that Fund
of Federal income taxes on that part of its taxable income, including net
capital gains, which it pays out to its shareholders. Dividends out of net
ordinary income and distributions of net short-term capital gains are taxable to
the recipient shareholders as ordinary income. In the case of corporate
shareholders, such dividends may be eligible for the dividends-received
deduction, expect that the amount eligible for the deduction is limited to the
amount of qualifying dividends received by the Fund. A corporation's dividends-
received deduction will be disallowed with respect to a dividend unless the
corporation hold shares in the Fund on the ex-dividend date and for at least 45
more days during the 90-day period surrounding the ex-dividend date. Futhermore,
the dividends-received deduction will be disallowed to the extent that a
corporation's investment in shares of a Fund is financed with indebtedness.     
    
Pursuant to the Taxpayer Relief Act of 1997, two different tax rates apply to 
net capital gains-that is, the excess of net gains from capital assets held for
more than one year ("long-term capital assets") over net losses from capital
assets held for not more than one year ("short-term capital assets"). One rate
(generally 28%) applies to net gains on capital assets held for more than one
year but not more than 18 months ("mid-term gains") and a second, preferred rate
(generally 20%) applies to the balance of such net capital gains ("adjusted net
capital gains"). Distributions of net capital gains will be treated in the hands
of shareholders as mid-term gains to the extent designated by the Fund as
deriving from net gains from assets held for more than one year but not more
than 18 months, and the balance will be treated as adjusted net capital gains.
Distributions of mid-term gains and adjusted net capital gains will be taxable
to shareholders as such, regardless of how long a shareholder has held the
shares in the Fund.      

Under current federal tax law, the amount of an income dividend or capital gains
distribution declared by a Fund during October, November or December of year to
shareholders of record as of a specified date in such a month that is paid
during January of the following year is includable in the prior year's taxable
income of shareholders that are calendar year taxpayers.
    
Any dividend or distribution received by a shareholder on shares of a Fund will
have the effect of reducing the net asset value of such shares by the amount of
such divided or distribution. Futhermore, a dividend or distribution made
shortly after the purchase of such shares by a shareholder, although in effect a
return of capital to that particular shareholder, would be taxable to him or her
as described above. Any loss realized on the sale of shares held six months or
less will be a long-term capital loss to extent of any capital gain
distributions received by the shareholder with respect to such shares.      

A dividend or capital gains distribution with respect to shares of a Fund held 
by a tax-deferred or qualified plan, such as an individual retirement account, 
403(b)(7) retirement plan or corporate pension or profit-sharing plan, will not 
be taxable to the plan. Distributions from such plans will be taxable to 
individual participants under applicable tax rules without regard to the 
character of the income earned by the qualified plan.

- -------------------------------------------------------------------------------
                              GENERAL INFORMATION
- -------------------------------------------------------------------------------
PORTFOLIO TRANSACTIONS

Consistent with the Conduct Rules of the National Association of Securities 
Dealers, Inc, and subject to seeking best price nd execution, the Trust may 
consider sales of shares of the Funds as a factor in the selection of dealers to
enter into portfolio transactions with the Funds.

                                      16
<PAGE>
 
ORGANIZATION

The Trust is Massachusetts business trust organized on March 26,1987. Prior to 
August 2,1993, the Trust was known as The Equitable Funds, and the Growth 
Investors Fund and the Conservative Investors Fund were known as The Equitable
Growth Investors Fund and The Equitable Conservative Investors Fund,
respectively.
    
The Trust is an open-end management investment company with an unlimited number
of authorized shares of beneficial interest, which may, without shareholder
approval, be divided into an unlimited number of series of such shares which, in
turn, may be subdivided into an unlimited number of classes of shares. The Trust
currently consists of five series of shares, two of which represent the Funds. 
Each Fund is divided into classes of shares, three of which, designated Class A
shares, Class B shares and Class C shares, are offered by this Prospectus. The 
Trustees may, subject to any required approvals by the Commission, further 
divide each series into additional classes of shares which may be sold under 
conditions or with charges varying from those of the present classes of shares 
of each series. In addition, upon approval by the Commission, fees and expenses 
other than those described above may be allocated to any class of a series' 
shares.      

Shareholders are entitled to one vote for each share held and to vote in the 
election of Trustees and the termination of the Trust and on other matters 
submitted to meetings of shareholders. Shareholders of a series or a class 
thereof are entitled to vote only on matters which affect that series or that 
class, and shareholders of the series or a particular class of shares of the 
series which are affected generally vote together as a single class. The Trust 
is not required and does not presently intend to hold annual meetings of its 
shareholders for election of Trustees and ratification of the selection of 
auditors. Shareholders may remove Trustees from office by votes cast in person 
or by proxy at a meeting of shareholders or by written consent. The shares of 
each Fund are freely transferable, are entitled to distributions from the assets
of the relevant Fund as declared by the Trustees, and, if a Fund were 
liquidated, would receive the net assets of the Fund attributable to the 
relevant class. The Trust may suspend the sale of shares of any Fund or class 
thereof at any time and may refuse any order to purchase shares.

Shareholders could, under certain circumstances, be held personally liable for 
obligations of the Trust. However, the risk of a shareholder incurring financial
loss on account of such liability is considered remote since it may arise only 
in very limited circumstances. See "Shareholder and Trustee Liability" under 
"General Information" in the Statement of Additional Information.

REGISTRAR, TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT

AFS, an indirect wholly-owned subsidiary of Alliance, located at 500 Plaza
Drive, Secaucus, New Jersey 07094, is the Trust's registrar, transfer agent and
dividend-disbursing agent for a fee based upon a dollar amount (determined by
reference to the total number of shareholder accounts for all Alliance funds in
the Fund's broad investment category) charged to the Fund for each shareholder
account. The transfer agency fee with respect to the Class B and Class C shares
will be higher than the transfer agency fee with respect to the Class A shares,
reflecting the differential costs associated with the Class B and Class C
contingent deferred sales charge.

PRINCIPAL UNDERWRITER

AFD, an indirect wholly-owned subsidiary of Alliance, located at 1345 Avenue of 
the Americas, New York, New York 10105, is the Principal Underwriter of the 
shares of the Trust.

PERFORMANCE INFORMATION
    
From time to time the Funds advertise their "yield" and "total return." Yield 
and total return are computed separately for Class A, Class B and Class C shares
of each Fund. A Fund's yield for any 30-day (or one-month) period is computed by
dividing the net investment income per share earned during such period by the 
maximum public offering price per share on the last day of the period, and then 
annualizing such 30-day (or one-month) yield in accordance with a formula 
prescribed by the Commission which provides for compounding on a semi-annual 
basis. The Funds may also state in sales literature an "actual distribution 
rate" for each class which is computed in the same manner as yield except that 
actual income dividends declared per share during the period in question are 
substituted for net investment income per share. The actual distribution rate is
computed separately for Class A, Class B and Class C shares of each Fund. 
Advertisements of total return disclose the average annual compounded total 
return for the recent one-year period and the life of the class. Total return 
for each such period is computed by finding, through the use of a formula 
prescribed by the Commission, the average annual compounded rate of return over 
the period that would equate an assumed initial amount invested to the value of 
the investment at the end of the period. For purposes of computing total return,
income dividends and capital gains distributions paid on shares of the Funds are
assumed to have been reinvested when paid and the maximum sales charges 
applicable to purchases and redemptions of Fund shares are assumed to have been 
paid. Advertisements may quote performance rankings or ratings of the Funds as 
measured by financial publications or by independent organizations such as 
Lipper Analytical Services, Inc. and Morningstar, Inc. or compare the Funds' 
performance to various indices.      

ADDITIONAL INFORMATION

This Prospectus and the Statement of Additional Information, which has been 
incorporated by reference herein, do not contain all the information set forth 
in the Registration Statement filed by the Trust with the Commission under the 
Securities Act of 1933. Copies of the Registration Statement may be obtained at 
a reasonable charge from the Commission or may be examined, without charge, at 
the offices of the Commission in Washington, D.C.

This prospectus does not constitute an offering in any state in which such 
offering may not lawfully be made.

                                      17








<PAGE>
 
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<PAGE>
 
- --------------------------------------------------------------------------------
                                  APPENDIX A:
- --------------------------------------------------------------------------------
                                 BOND RATINGS
- --------------------------------------------------------------------------------
    
STANDARD & POOR'S     
    
AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's. 
  Capacity to pay interest and repay principal is extremely strong.     

AA--Debt rated AA has a very strong capacity to pay interest and repay principal
  and differs from the higher rated issues only in small degree.

A--Debt rated A has a strong capacity to pay interest and repay principal 
  although it is somewhat more susceptible to the adverse effects of changes in 
  circumstances and economic conditions than debt in higher rated categories.

BBB--Debt rated BBB is regarded as having an adequate capacity to pay interest
  and repay principal. Whereas it normally exhibits adequate protection
  parameters, adverse economic conditions or changing circumstances are more
  likely to lead to a weakened capacity to pay interest and repay principal for
  debt in this category than for debt in higher rated categories.

BB, B, CCC, CC or C--Debt rated BB, B, CCC, CC or C is regarded, on balance, as 
  predominantly speculative with respect to the issuer's capacity to pay
  interest and repay principal in accordance with the terms of the obligation.
  While such debt will likely have some quality and protective characteristics,
  these are outweighed by large uncertainties or major risk exposures to adverse
  debt conditions.

C1--The rating C1 is reserved for income bonds on which no interest is being 
  paid.

D--Debt rated D is in default and payment of interest and/or repayment of 
  principal is in arrears.

The ratings from AA to CC may be modified by the addition of a plus (+) or minus
  (-) sign to show relative standing within the major rating categories.
    
MOODY'S INVESTORS SERVICE, INC.     

Aaa--Bonds which are rated Aaa are judged to be of the best quality. They carry 
  the smallest degree of investment risk and are generally referred to as "gilt
  edge". Interest payments are protected by a large or by an exceptionally
  stable margin, and principal is secure. While the various protective elements
  are likely to change, such changes as can be visualized are most unlikely to
  impair the fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all standards. 
  Together with the Aaa group they comprise what are generally known as high
  grade bonds. They are rated lower then the best bonds because margins of
  protection may not be as large as in Aaa securities or fluctuation of
  protective elements may be of greater amplitude or there may be other elements
  present which make the long-term risks appear somewhat greater than the Aaa
  securities.

A--Bonds which are rated A possess many favorable investment attributes and are
  to be considered as upper-medium-grade obligations. Factors giving security to
  principal and interest are considered adequate, but elements may be present
  which suggest a susceptibility to impairment some time in the future.

Baa--Bonds which are rated Baa are considered as medium grade obligations, i.e.,
  they are neither highly protected nor poorly secured. Interest payments and
  principal security appear adequate for the present, but certain protective
  elements may be lacking or may be characteristically unreliable over any great
  length of time. Such bonds lack outstanding investment characteristics and in
  fact have speculative characteristics as well.

Ba--Bonds which are rated Ba are judged to have speculative elements; their
  future cannot be considered as well assured. Often the protection of interest
  and principal payments may be very moderate and thereby not well safeguarded
  during both good and bad times over the future. Uncertainty of position
  characterizes bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
  investment. Assurance of interest and principal payments or of maintenance of
  other terms of the contract over any long period of time may be small.

Caa--Bonds which are rated Caa are of poor standing. Such issue may be in
  default or there may be present elements of danger with respect to principal
  or interest.

Ca--Bonds which are rated Ca represent obligations which are speculative to a
  high degree. Such issues are often in default or have other marked
  shortcomings.

C--Bonds which are rated C are the lowest class of bonds and issues so rated can
  be regarded as having extremely poor prospects of ever attaining any real
  investment standing.

Moody's applies modifiers to each rating classification from Aa through B to 
indicate relative ranking within its rating categories.  The modifier "1" 
indicates that a security ranks in the higher end of its rating category; the 
modifier "2" indicates a mid-range ranking; and the modifier "3" indicates that 
the issue ranks in the lower end of its rating category.
    
DUFF & PHELPS RATING CO.     
    
AAA--Highest credit quality. The risk factors are negligible, being only
  slightly more than for risk-free U.S. Treasury debt.     
    
AA+, AA, AA- --High credit quality. Protection factors are strong. Risk is
  modest but may vary slightly from time to time because of economic 
conditions.     
    
A+, A, A- --Protection factors are average but adequate.  However, risk factors 
  are more variable and greater in periods of economic stress.     

                                      A-1

<PAGE>
 
BBB+, BBB, BBB--Below average protection factors but still considered sufficient
  for prudent investment. Considerable variability in risk during economic 
  cycles.     
    
BB+, BB, BB--Below investment grade but deemed likely to meet obligations when 
  due. Present or prospective financial protection factors fluctuate according
  to industry conditions or company fortunes. Overall quality may move up or
  down frequently within this category.     
    
B+, B, B--Below investment grade and possessing risk that obligations will not 
  be met when due. Financial protection factors will fluctuate widely according
  to economic cycles, industry conditions and/or company fortunes. Potential
  exists for frequent changes in the rating within this category or into a
  higher or lower rating grade.     
    
CCC--Well below investment grade securities. Considerable uncertainty exists as 
  to timely payment of principal or interest. Protection factors are narrow and
  risk can be substantial with unfavorable economic/industry conditions, and/or 
  with unfavorable company developments.     
    
DD--Defaulted debt obligations. Issuer failed to meet scheduled principal and/or
  Interest payments.     
    
FITCH INVESTORS SERVICE, L.P.     
    
AAA--Bonds considered to be investment grade and of the highest credit quality. 
  The obligor has an exceptionally strong ability to pay interest and repay 
  principal, which is unlikely to be affected by reasonably foreseeable 
  events.     
    
AA--Bonds considered to be investment grade and of very high credit quality. The
  obligor's ability to pay interest and repay principal is very strong, although
  not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
  categories are not significantly vulnerable to foreseeable future
  developments, short-term debt of these issuers is generally rated F 1+.     
    
A--Bonds considered to be investment grade and of high credit quality. The 
  obligor's ability to pay interest and repay principal is considered to be
  strong, but may be more vulnerable to adverse changes in economic conditions
  and circumstances than bonds with higher ratings.     
    
BBB--Bonds considered to be investment grade and of satisfactory credit quality.
  The obligor's ability to pay interest and repay principal is considered to be
  adequate. Adverse changes in economic conditions and circumstances, however,
  are more likely to have adverse impact on these bonds, and therefore impair
  timely payment. The likelihood that the ratings of these bonds will fall below
  investment grade is higher than for bonds with higher ratings.     
    
BB--Bonds are considered speculative. The obligor's ability to pay interest and 
  repay principal may be affected over time by adverse economic changes.
  However, business and financial alternatives can be identified which could
  assist the obligor in satisfying its debt service requirements.     
    
B--Bonds are considered highly speculative. While bonds in this class are 
  currently meeting debt service requirements, the probability of continued
  timely payment of principal and interest reflects the obligor's limited margin
  of safety and the need for reasonable business and economic activity
  throughout the life of the issue.     
    
CCC--Bonds have certain identifiable characteristics which, if not remedied, may
  lead to default.     
    
The ability to meet obligations requires an advantageous business and economic 
  environment.     
    
CC--Bonds are minimally protected. Default in payment of interest and/or 
  principal seems probable over time.     
    
C--Bonds are in imminent default in payment of interest or principal.     
    
DDD, DD, D--Bonds are in default on interest and/or principal payments. Such 
  bonds are extremely speculative and should be valued on the basis of their
  ultimate recovery value in liquidation or reorganization of the obligor. DDD
  represents the highest potential for recovery on these bonds, and D represents
  the lowest potential for recovery.     
    
Plus(+) Minus (-)--Plus and minus signs are used with a rating symbol to 
  indicate the relative position of a credit within the rating category. Plus
  and minus signs, however, are not used in the AAA, DDD, DD or D 
  categories.     
    
NR--Indicates that Fitch does not rate the specific issue.     


                                      A-2
<PAGE>
 
                     THIS PAGE IS INTENTIONALLY LEFT BLANK






<PAGE>
 
                     THIS PAGE IS INTENTIONALLY LEFT BLANK








<PAGE>
 
                            SUBSCRIPTION APPLICATION
- --------------------------------------------------------------------------------
          
                      Alliance Asset Allocation Funds:     
                      Alliance Conservative Investors Fund
                         Alliance Growth Investors Fund

               (see instructions at the front of the application)

- --------------------------------------------------------------------------------
                  1. YOUR ACCOUNT REGISTRATION (Please Print)
- --------------------------------------------------------------------------------
                                                                      

 [_] INDIVIDUAL OR JOINT ACCOUNT

   -----------------------------------------------------------------------------
   Owner's Name   (First Name)               (MI)                    (Last Name)

   ------------------------------------------------
   Social Security Number (Required to open account)

   -----------------------------------------------------------------------------
   Joint Owner's Name*   (First Name)        (MI)                    (Last Name)

   *Joint Tenants with right of survivorship unless Alliance Fund Services
    is informed otherwise.

 [_] GIFT/TRANSFER TO A MINOR

   -----------------------------------------------------------------------------
   Custodian - One Name Only  (First Name)   (MI)                    (Last Name)

   -----------------------------------------------------------------------------
   Minor (First Name)                        (MI)                    (Last Name)

   --------------------------------------------------------
   Minor's Social Security Number (Required to open account)            

   Under the State of ____ (Minor's Residence) Uniform Gifts/Transfer to Minors 
   Act

 [_] TRUST ACCOUNT

   -----------------------------------------------------------------------------
   Name of Trustee

   -----------------------------------------------------------------------------
   Name of Trust

   -----------------------------------------------------------------------------
   Name of Trust (cont'd)

   ----------------  -----------------------------------------------------------
   Trust Dated       Tax ID or Social Security Number (Required to open account)

 [_] OTHER

   -----------------------------------------------------------------------------
   Name of Corporation, Partnership, Investment only retirement plan, or other 

   ----------
   Entity

   ---------------------------    ----------------------------------------------
   Tax ID Number                        Trustee Name (Retirement Plans Only)

- --------------------------------------------------------------------------------
                                2. YOUR ADDRESS
- --------------------------------------------------------------------------------

   -----------------------------------------------------------------------------
   Street

   -----------------------------------------------------------------------------
   City                                 State                   Zip Code

   -----------------------------------------------------------------------------
   If Non-U.S., Specify Country

   ------------------------------------        ---------------------------------
   Daytime Phone                               Evening Phone

   I am a:     [_]  U.S. Citizen          [_]  Non-Resident Alien    
               [_]  Resident Alien        [_]  Other

            --                                                   --
            |                                                     |


                              For Alliance Use Only


            |                                                     |
            --                                                   --
<PAGE>
 
- --------------------------------------------------------------------------------
                           3. YOUR INITIAL INVESTMENT
- --------------------------------------------------------------------------------

The minimum investment is $250 per fund. The maximum investment in Class B is
$250,000; Class C is $1,000,000.
    
I hereby subscribe for shares of the following Fund(s) and elect distribution
options as indicated.     
 
Dividend and Capital Gain 
Distribution Options:           R   Reinvest distributions into my fund account.
                                -   ----------------------

                                C   Send my distributions in cash to the 
                                -   -----------------------------
- --------------------------          address I have provided in Section 2. 
  BROKER/DEALER USE ONLY            (Complete Section 4D for direct deposit to
      WIRE CONFIRM #                your bank account. Complete Section 4E for  
- --------------------------          payment to a third party).                  
                                                      
- --------------------------      D   Direct my distributions to another Alliance
                                -   -------------------------------------------
                                    Fund. Complete the appropriate portion of
                                    ----
                                    Section 4A to direct your distributions
                                    (dividends and capital gains) to another
                                    Alliance Fund (the $250 minimum investment
                                    requirement applies to Funds into which
                                    distributions are directed).

<TABLE>     
<CAPTION> 
- ------------------------------------------------------------------------------------------------------------------------------------

                                                        CLASS OF SHARES                         
   Make all checks payable to:     -----------------------------------------------------------         DISTRIBUTIONS OPTIONS
     Alliance Fund Services                                CONTINGENT                                        *CIRCLE*
                                         INITIAL SALES      DEFERRED       ASSET-BASED          ------------------------------------
- --------------------------------            CHARGE        SALES CHARGE     SALES CHARGE                              CAPITAL
   ALLIANCE FUND NAME                         A                B                C                      DIVIDENDS      GAINS
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                     <C>              <C>              <C>                          <C>           <C> 
Conservative Investors Fund             $        (42)    $       (53)     $      (342)                   R C D        R C D  
- ------------------------------------------------------------------------------------------------------------------------------------

Growth Investors Fund                            (47)            (59)            (347)                   R C D        R C D
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                         R C D        R C D 
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                         R C D        R C D   
- --------------------------------------  --------------------------------------------------------------------------------------------
- --------------------------------------  ------------------------------------------------------
   TOTAL INVESTMENT                     $                $                $
- ----------------------------------------------------------------------------------------------
</TABLE>      
<PAGE>
 
MY SOCIAL SECURITY (TAX IDENTIFICATION) NUMBER IS:  |_||_||_||_||_||_||_||_||_|

- --------------------------------------------------------------------------------
                          4. YOUR SHAREHOLDER OPTIONS
- --------------------------------------------------------------------------------

- -------------------------------------
 A.  AUTOMATIC INVESTMENT PLANS (AIP)
- -------------------------------------

[_] WITHDRAW FROM MY BANK ACCOUNT

I authorize Alliance to draw on my bank account for investment in my fund
account(s) as indicated below (Complete Section 4D also).

<TABLE> 
<CAPTION> 

                                Monthly Dollar Amount           Day of Withdrawal
Fund Name                       ($25 minimum)                   (1st thru 31st)            Circle "all" or applicable months
<S>                             <C>                             <C>                        <C> 
                                                                                           All     J F M A M J J A S O N D
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                           All     J F M A M J J A S O N D
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                           All     J F M A M J J A S O N D
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                           All     J F M A M J J A S O N D
- ------------------------------------------------------------------------------------------------------------------------------------


</TABLE> 

*Your bank must be a member of the National Automated Clearing House Association
(NACHA).

[_] DIRECT MY DISTRIBUTIONS

As indicated in Section 3, I would like my dividends and/or capital gains
directed to the same class of shares of another Alliance fund.

<TABLE> 
<CAPTION> 

"From" Fund Name                "From" Fund Account # (if existing)           "To" Fund Name     "To" Fund Account # (if existing)
<S>                             <C>                                           <C>                <C> 
                                                                                                 [_] New         
                                                                                                 [_] Existing    
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                 [_] New         
                                                                                                 [_] Existing    
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                 [_] New         
                                                                                                 [_] Existing    
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                 [_] New         
                                                                                                 [_] Existing    
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE> 

[_] EXCHANGE SHARES MONTHLY

I authorize Alliance to transact monthly exchanges within the same class of
shares between my fund accounts as listed below.

<TABLE> 
<CAPTION> 

                          "From" Fund Account #  Dollar Amount  Day of Exchange**                       "To" Fund Account #
"From" Fund Name           (if existing)         ($25 minimum)  (1st thru 31st)     "To" Fund Name      (if existing)
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                       <C>                    <C>            <C>                 <C>                 <C> 
                                                                                                        [_] New         
                                                                                                        [_] Existing    
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        [_] New         
                                                                                                        [_] Existing    
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        [_] New         
                                                                                                        [_] Existing    
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        [_] New         
                                                                                                        [_] Existing    
- ------------------------------------------------------------------------------------------------------------------------------------


</TABLE> 

**Shares exchanged will be redeemed at the net asset value on the "Day of
  Exchange" (If the "Day of Exchange" is not a fund business day, the exchange
  transaction will be processed on the next fund business day). The exchange
  privilege is not available if stock certificates have been issued.

- -------------------------------------
B.  SYSTEMATIC WITHDRAWAL PLANS (SWP)
- -------------------------------------

In order to establish a SWP, you must reinvest all dividends and capital gains
and own or purchase shares of the Fund having a current net asset value of at
least:  .$10,000 for monthly payments,  .$5,000 for bi-monthly payments,  
 .$4,000 for quarterly or less frequent payments

Your bank must be a member of the National Automated Clearing House Association
(NACHA) in order for you to receive SWP proceeds directly into your checking
account.

[_] I authorize Alliance to transact periodic redemptions from my fund account
    and send the proceeds to me as indicated below.

<TABLE> 
<CAPTION> 

Fund Name and Class of Shares                                   Dollar Amount ($50 minimum)      Circle "all" or applicable months

<S>                                                             <C>                              <C> 
                                                                                                 All      J F M A M J J A S O N D
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                 All      J F M A M J J A S O N D
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                 All      J F M A M J J A S O N D
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                 All      J F M A M J J A S O N D
- ------------------------------------------------------------------------------------------------------------------------------------
                                                          (1st-31st)         
                                                           
I would like to have these payments occur on or about the [        ] of the months circled above. (Complete Section 4D)     

</TABLE> 

PLEASE SEND MY SWP PROCEEDS TO:
         
     [_] MY CHECKING ACCOUNT (via EFT)                                  
         
     [_] MY ADDRESS OF RECORD (via CHECK)     
     [_] THE PAYEE AND ADDRESS SPECIFIED IN SECTION 4E (via CHECK)
<PAGE>
 
- -----------------------------------------
  C.  PURCHASES AND REDEMPTIONS VIA EFT
- -----------------------------------------

   You can call our toll-free number 1-800-221-5672 and instruct Alliance Fund
   Services, Inc. in a recorded conversation to purchase, redeem or exchange
   shares for your account. Purchase and redemption requests will be processed
   via electronic funds transfer (EFT) to and from your bank account.
   Instructions:   .  Review the information in the Prospectus about telephone
                      transaction services.
                   .  If you select the telephone purchase or redemption
                      privilege, you must write "VOID" across the face of a
                      check from the bank account you wish to use and attach it
                      to Section 4D of this application.

   Purchases and Redemptions via EFT

   [_] I hereby authorize Alliance Fund Services, Inc. to effect the purchase
       and/or redemption of Fund shares for my account according to my telephone
       instructions or telephone instructions from my Broker/Agent, and to
       withdraw money or credit money for such shares via EFT from the bank
       account I have selected. 
    
       In the case of shares purchased by check, redemption proceeds may not be
       made available until the Fund is reasonably assured that the check has
       cleared, normally 15 calendar days after the purchase date.     

- ---------------------------
  D.  BANK INFORMATION
- ---------------------------

   This bank account information will be used for:

<TABLE> 
   <S>                                      <C> 
   [_] Distributions (Section 3)            [_] Automatic Investments (Section 4A)

   [_] Systematic Withdrawals (Section 4B)  [_] Telephone Transactions (Section 4C)

</TABLE> 

   Please attach a voided check:
   -----------------------------------------------------------------------------



                       Tape Preprinted Voided Check Here.
                 We Cannot Establish These Services Without it.



   -----------------------------------------------------------------------------

   Your bank must be a member of the National Automated Clearing House
   Association (NACHA) in order to have EFT transactions processed to your fund
   account. For EFT transactions, the fund requires signatures of bank account
   owners exactly as they appear on bank records.

- ---------------------------------
 E.  THIRD PARTY PAYMENT DETAILS
- ---------------------------------

   This third party payee information will be used for:
   [_] Distributions (Section 3)         [_] Systematic Withdrawals (Section 4B)

       -------------------------------------------------------------------------
       Name

       -------------------------------------------------------------------------
       Address - Line 1 

       -------------------------------------------------------------------------
       Address - Line 2 

       -------------------------------------------------------------------------
       Address - Line 3

- ------------------------------------
 F.  REDUCED CHARGES (CLASS A ONLY)
- ------------------------------------

   If you, your spouse or minor children own shares in other Alliance Funds, you
   may be eligible for a reduced sales charge. Please complete the Right of
   Accumulation section or the Statement of Intent section.

   A. Right of Accumulation
   [_] Please link the tax identification numbers or account numbers listed
       below for Right of Accumulation privileges, so that this and future
       purchases will receive any discount for which they are eligible.

   B. Statement of Intent
   [_] I want to reduce my sales charge by agreeing to invest the following
       amount over a 13-month period:

   [_] $100,000         [_] $250,000         [_] $500,000         [_] $1,000,000

       If the full amount indicated is not purchased within 13 months, I
       understand that an additional sales charge must be paid from my account.



- -------------------------- ----------------------------- -----------------------
Tax ID or Account #        Tax ID or Account #           Tax ID or Account #
<PAGE>
 
- --------------------------------------------------------------------------------
          5. SHAREHOLDER AUTHORIZATION This section MUST be completed
                                                    ----   
- --------------------------------------------------------------------------------

Telephone Exchanges and Redemptions by Check
Unless I have checked one or both boxes below, these privileges will
automatically apply, and by signing this application, I hereby authorize
Alliance Fund Services, Inc. to act on my telephone instructions, or on
telephone instructions from any person representing himself to be an authorized
employee of an investment dealer or agent requesting a redemption or exchange on
my behalf. (NOTE: Telephone exchanges may only be processed between accounts
that have identical registrations.) Telephone redemption checks will only be
mailed to the name and address of record; and the address must have no change
within the last 30 days. The maximum telephone redemption amount is $50,000.
This service can be enacted once every 30 days. 

[_] I do not elect the                  [_] I do not elect the telephone 
         ---                                     ---
    telephone exchange service.             redemption by check service.


I certify under penalty of perjury that the number shown in Section 1 of this
form is my correct tax identification number or social security number and that
I have not been notified that this account is subject to backup withholding.
    
By selecting any of the above telephone privileges, I agree that neither the
Fund nor Alliance, Alliance Fund Distributors, Inc., Alliance Fund Services,
Inc. or other Fund agent will be liable for any loss, injury, damage or expense
as a result of acting upon telephone instructions purporting to be on my behalf
that the Fund reasonably believes to be genuine, and that neither the Fund nor
any such party will be responsible for the authenticity of such telephone
instructions. I understand that any or all of these privileges may be
discontinued by me or the Fund at any time. I understand and agree that the Fund
reserves the right to refuse any telephone instructions and that my investment
dealer or agent reserves the right to refuse to issue any telephone instructions
I may request.     

For non-residents only: Under penalties of perjury, I certify that to the best
of my knowledge and belief, I qualify as a foreign person as indicated in
Section 2.

I am of legal age and capacity and have received and read the Prospectus and
agree to its terms.

The Internal Revenue Service does not require your consent to any provision of
this document other than the certification required to avoid backup withholding.



- ---------------------------------  ----------------
Signature                          Date

- ---------------------------------  ----------------  --------------------------
Signature                          Date              Acceptance Date


- --------------------------------------------------------------------------------
        DEALER/AGENT AUTHORIZATION For Selected Dealers or Agents ONLY.
- --------------------------------------------------------------------------------

We hereby authorize Alliance Fund Services, Inc. to act as our agent in
connection with transactions under this authorization form; and we guarantee the
signature(s) set forth in Section 5, as well as the legal capacity of the
shareholder.


- ---------------------------------  --------------------------------------------
Dealer/Agent Firm                  Authorized Signature

- ---------------------------------  -----------  -------------------------------
Representative First Name          MI           Last Name

- -------------------------------------------------------------------------------
Representative Number

- -------------------------------------------------------------------------------
Branch Office Address

- -------------------------------------------------------------------------------
City                               State                        Zip Code
                                   (          )
- -------------------------------------------------------------------------------
Branch Number                      Branch Phone
<PAGE>
 
- --------------------------------------------------------------------------------
                        ALLIANCE SUBSCRIPTION APPLICATION
- --------------------------------------------------------------------------------

                         Alliance Asset Allocation Funds



    Conservative Investors Fund                        Growth Investors Fund

         

- --------------------------------------------------------------------------------
                          INFORMATION AND INSTRUCTIONS
- --------------------------------------------------------------------------------

To Open Your New Alliance Account...
Please complete the application and mail it to:                        
         Alliance Fund Services, Inc.                                  
         P.O. Box 1520                                                 
         Secaucus, New Jersey 07096-1520                               

For certified or overnight deliveries, send to: 
Alliance Fund Services, Inc.                    
500 Plaza Drive                                 
Secaucus, New Jersey 07094                      
                                                


- ---------
Section 1   Your Account Registration (Required)
- ---------

Complete one of the available choices. To ensure proper tax reporting to the 
IRS:

   +  Individuals, Joint Tenants and Gift/Transfer to a Minor:
          . Indicate your name(s) exactly as it appears on your social security
            card.

   +  Trust/Other:
          . Indicate the name of the entity exactly as it appeared on the notice
            you received from the IRS when your Employer Identification number
            was assigned.

- ---------
Section 2   Your Address (Required)
- ---------

Complete in full.

- ---------
Section 3   Your Initial Investment (Required)
- ---------
For each fund in which you are investing: 1) Write the dollar amount of your
initial purchase in the column corresponding to the class of shares you have
chosen (If you are eligible for a reduced sales charge, you must also complete
Section 4F) 2) Circle a distribution option for your dividends 3) Circle a
distribution option for your capital gains. All distributions (dividends and
capital gains) will be reinvested into your fund account unless you direct
otherwise. If you want distributions sent directly to your bank account, then
you must complete Section 4D and attach a voided check for that account. If you
want your distributions sent to a third party you must complete Section 4E.

- ---------
Section 4   Your Shareholder Options (Complete only those options you want)
- ---------
A. Automatic Investment Plans (AIP) - You can make periodic investments into any
   of your Alliance Funds in one of three ways. First, by a periodic withdrawal
   ($25 minimum) directly from your bank account and invested into an Alliance
   Fund. Second, you can direct your distributions (dividends and capital gains)
   from one Alliance Fund into another Fund. Or third, you can automatically
   exchange monthly ($25 minimum) shares of one Alliance Fund for shares of
   another Fund. To elect one of these options, complete the appropriate portion
   of Section 4A.
B. Systematic Withdrawal Plans (SWP) - Complete this option if you wish to
   periodically redeem dollars from one of your fund accounts. Payments can be
   made via Electronic Funds Transfer (EFT) to your bank account or by check.
C. Telephone Transactions via EFT - Complete this option if you would like to
   be able to transact via telephone between your fund account and your bank
   account.
D. Bank Information - If you have elected any options that involve transactions
   between your bank account and your fund account or have elected cash
   distribution options and would like the payments sent to your bank account,
   please tape a voided check to this section of the application.
E. Third Party Payment Details - If you have chosen cash distributions and/or a
   Systematic Withdrawal Plan and would like the payments sent to a person
   and/or address other than those provided in Section 1 or 2, complete this
   option.
F. Reduced Charges (Class A only) - Complete if you would like to link fund
   accounts that have combined balances that might exceed $100,000 so that
   future purchases will receive discounts. Complete if you intend to purchase
   over $100,000 within 13 months.

- ---------
Section 5   Shareholder Authorization (Required)
- ---------
All owners must sign. If it is a custodial, corporate, or trust account, the
custodian, an authorized officer, or the trustee respectively must sign.

If We Can Assist You In Any Way, Please Do Not Hesitate To Call Us At: (800)
221-5672.


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