<PAGE>
ALLIANCE
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ASSET
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ALLOCATION FUNDS
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P.O. Box 1520, Secaucus, New Jersey 07096-1520
Toll Free (800) 221-5672
For Literature: Toll Free (800) 227-4618
Prospectus and Application
August 31, 1998
Alliance Growth Investors Fund
Alliance Conservative Investors Fund
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Table of Contents Page
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 ................................................ 15
Dividends, Distributions and Taxes ..................................... 16
General Information .................................................... 17
Appendix A ............................................................. A-1
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Investment Adviser
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105
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
August 31, 1998, 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 (the
"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 "Purchase 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.
Alliance Capital [LOGO](R)
(R)/SM These are registered marks used 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 its 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 fixed-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 123 mutual funds. Since 1971, Alliance
has earned a reputation as a leader in the investment world, with over $262
billion in assets under management as of June 30, 1998. Alliance provides
investment management services to 32 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 saving services to investors. Be sure to ask your financial representative
about:
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AUTOMATIC REINVESTMENT
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AUTOMATIC INVESTMENT PROGRAM
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RETIREMENT PLANS
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DIVIDEND DIRECTION PLANS
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SHAREHOLDER COMMUNICATIONS
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AUTO EXCHANGE
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SYSTEMATIC WITHDRAWALS
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A CHOICE OF PURCHASE PLANS
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TELEPHONE TRANSACTIONS
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24 HOUR INFORMATION
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Alliance Capital [LOGO](R)
(R)/SM These are registered marks used under license from the owner, Alliance
Capital Management L.P.
2
<PAGE>
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EXPENSE INFORMATION
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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.
<TABLE>
<CAPTION>
Growth Investors Fund
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 ............................................. 0.75% 0.75% 0.75%
Rule 12b-1 fees ............................................. 0.30%(c) 1.00% 1.00%
Other expenses(d) ........................................... 0.55% 0.56% 0.55%
---- ---- ----
Total Fund operating expenses(e) ............................... 1.60% 2.31% 2.30%
==== ==== ====
</TABLE>
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(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 amount to which the Principal Underwriter has currently
undertaken to the Trustees to limit payments under the Fund's Class A
Distribution Plan.
(d) These expenses include a transfer agency fee payable to Alliance Fund
Services, Inc., an affiliate of Alliance, based on the number of
shareholder accounts maintained for the Fund. The expenses shown do not
reflect the application of transfer agency credits that reduce fund
expenses.
(e) The expenses shown do not reflect the application of transfer agency
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 a $1,000
investment assuming (i) a 5% annual return throughout
the period and (ii) redemption at the end of the period:
Class A....................................................... $58 $91 $126 $224
Class B....................................................... $63 $92 $124 $247(a)
Class C....................................................... $33 $72 $123 $264
An investor would pay the following expenses on the same $1,000
investment assuming no redemption at the end of the period:
Class A....................................................... $58 $91 $126 $224
Class B....................................................... $23 $72 $124 $247(a)
Class C....................................................... $23 $72 $123 $264
</TABLE>
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(a) Assumes the Class B shares converted to Class A shares after eight years.
See note (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 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 (after waiver)(c) .............................. 0.25% 0.25% 0.25%
Rule 12b-1 fees ................................................ 0.30%(d) 1.00% 1.00%
Other expenses(e) .............................................. 0.86% 0.86% 0.86%
---- ---- ----
Total Fund operating expenses (after waiver)(f)(g) ................ 1.41% 2.11% 2.11%
==== ==== ====
</TABLE>
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(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 0.75%.
(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 transfer agency 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 1.91%, 2.61% and 2.61%, respectively, for Class A, Class B and Class C
shares.
(g) The expenses shown do not reflect the application of transfer agency
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 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>
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(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>
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FINANCIAL HIGHLIGHTS
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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 PricewaterhouseCoopers LLP, the Trust's
independent accountants. Their report with regard to each of the years in the
five-year period ended April 30, 1998, 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
"For 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 Year Ended 1992(a)
April 30, April 30, April 30, April 30, To April 30, To April 30,
1998 1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year ................. $ 13.12 $ 14.08 $ 12.08 $ 11.61 $ 11.35 $10.00
------- ------- ------- ------- ------- ------
Income from Investment Operations:
Net investment income .............................. .12(f) .16(f)* .10* .25* .12* .20*
Net realized and unrealized gain on investment
transactions ..................................... 3.34 .76 2.75 .38 .39 1.43
------- ------- ------- ------- ------- ------
Net increase in net asset value from operations .... 3.46 .92 2.85 .63 .51 1.63
------- ------- ------- ------- ------- ------
Less: Dividends and Distributions
Dividends from net investment income ............... (.16) (.19) (.26) (.15) (.11) (.16)
Distributions from net realized gains .............. (1.33) (1.69) (.59) (.01) (.14) (.12)
------- ------- ------- ------- ------- ------
Total dividends and distributions .................. (1.49) (1.88) (.85) (.16) (.25) (.28)
------- ------- ------- ------- ------- ------
Net asset value, end of year ....................... $ 15.09 $ 13.12 $ 14.08 $ 12.08 $ 11.61 $11.35
======= ======= ======= ======= ======= ======
Total Return
Total investment return based on net asset value(b) 27.96% 6.69% 23.87% 5.57% 4.46% 16.82%
======= ======= ======= ======= ======= ======
Ratios/Supplemental Data:
Net assets, end of year (000's omitted) ............ $33,222 $27,453 $30,608 $22,189 $16,759 $3,503
Ratios to average net assets of:
Expenses, net of waivers/reimbursements ......... 1.60%(d) 1.56%(d) 1.40% 1.40% 1.40% 1.40%(c)
Expenses, before waivers/reimbursements ......... 1.60% 1.73% 1.65% 1.97% 2.33% 4.27%(c)
Net investment income ........................... .81% 1.14% 2.02% 2.32% 1.67% 1.91%(c)
Portfolio turnover rate ............................ 137% 133% 209% 134% 96% 114%
</TABLE>
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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 1992(a)
April 30, April 30, April 30, April 30, April 30, To April 30,
1998 1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year ............ $ 13.11 $ 14.08 $ 12.09 $ 11.65 $ 11.41 $ 10.00
---------- ---------- ---------- ---------- ---------- ----------
Income from Investment
Operations:
Net investment income ........... .01(f) .06(f)* .06* .17* .07* .07*
Net realized and unrealized
gain (loss) on investments ... 3.35 .77 2.70 .38 .37 1.45
---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) in net
asset value from operations .. 3.36 .83 2.76 .55 .44 1.52
---------- ---------- ---------- ---------- ---------- ----------
Less: Dividends and Distributions
Dividends from net
investment income ............ (.02) (.11) (.18) (.10) (.06) (.05)
Distributions from net
realized gains ............... (1.33) (1.69) (.59) (.01) (.14) (.06)
---------- ---------- ---------- ---------- ---------- ----------
Total dividends and
distributions ................ (1.35) (1.80) (.77) (.11) (.20) (.11)
---------- ---------- ---------- ---------- ---------- ----------
Net asset value, end of period .. $ 15.12 $ 13.11 $ 14.08 $ 12.09 $ 11.65 $ 11.41
========== ========== ========== ========== ========== ==========
Total Return
Total investment return based
on net asset value(b) ........ 27.04% 5.98% 23.06% 4.83% 3.84% 15.23%
========== ========== ========== ========== ========== ==========
Ratios/Supplemental Data:
Net assets, end of
year (000's omitted) ......... $ 72,618 $ 61,709 $ 59,978 $ 43,328 $ 30,871 $ 7,999
Ratios to average net assets of:
Expenses, net of
waivers/reimbursements ..... 2.31%(d) 2.27%(d) 2.10 2.10% 2.11% 2.15%(c)
Expenses, before
waivers/reimbursements ..... 2.31% 2.44% 2.35% 2.67% 3.00% 4.48%(c)
Net investment income ........ .10% .42% 1.15% 1.62% .95% 1.07%(c)
Portfolio turnover rate ......... 137% 133% 209% 134% 96% 114%
<CAPTION>
Growth Investors Fund
Class C
-------------------------------------------------------------------------
August 2,
Year Ended Year Ended Year Ended Year Ended 1993(e)
April 30, April 30, April 30, April 30, To April 30,
1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of year ............ $ 13.12 $ 14.09 $ 12.10 $ 11.65 $ 11.88
---------- ---------- ---------- ---------- ----------
Income from Investment
Operations:
Net investment income ........... .02(f)* .06(f)* .06* .18* .08*
Net realized and unrealized
gain (loss) on investments ... 3.34 .77 2.70 .38 (.11)
---------- ---------- ---------- ---------- ----------
Net increase (decrease) in net
asset value from operations .. 3.36 .83 2.76 .56 (.03)
---------- ---------- ---------- ---------- ----------
Less: Dividends and Distributions
Dividends from net
investment income ............ (.02) (.11) (.18) (.10) (.06)
Distributions from net
realized gains ............... (1.33) (1.69) (.59) (.01) (.14)
---------- ---------- ---------- ---------- ----------
Total dividends and
distributions ................ (1.35) (1.80) (.77) (.11) (.20)
---------- ---------- ---------- ---------- ----------
Net asset value, end of period .. $ 15.13 $ 13.12 $ 14.09 $ 12.10 $ 11.65
========== ========== ========== ========== ==========
Total Return
Total investment return based
on net asset value(b) ........ 27.02% 5.97% 23.04% 4.91% (.26)%
========== ========== ========== ========== ==========
Ratios/Supplemental Data:
Net assets, end of
year (000's omitted) ......... $ 8,336 $ 6,033 $ 5,915 $ 4,247 $ 3,280
Ratios to average net assets of:
Expenses, net of
waivers/reimbursements ..... 2.30%(d) 2.28%(d) 2.10% 2.10% 2.10%(c)
Expenses, before
waivers/reimbursements ..... 2.30% 2.43% 2.36% 2.66% 3.02%(c)
Net investment income ........ .11% .42% 1.15% 1.62% 1.04%(c)
Portfolio turnover rate ......... 137% 133% 209% 134% 96%
</TABLE>
<TABLE>
<CAPTION>
Conservative Investors Fund
Class A
-------------------------------------------------------------------------------
May 4,
Year Ended Year Ended Year Ended Year Ended Year Ended 1992(a)
April 30, April 30, April 30, April 30, April 30, To April 30,
1998 1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year ................ $ 11.31 $ 11.14 $ 10.38 $ 10.37 $ 10.79 $ 10.00
-------- -------- -------- -------- -------- -------
Income from Investment Operations:
Net investment income ............................. .39(f)* .41(f)* .51* .48* .31* .39*
Net realized and unrealized gain (loss) on
investment transactions ......................... 1.54 .46 .80 (.02) (.26) .82
-------- -------- -------- -------- -------- -------
Net increase in net asset value from operations ... 1.93 .87 1.31 .46 .05 1.21
-------- -------- -------- -------- -------- -------
Less: Dividends and Distributions
Dividends from net investment income .............. (.43) (.45) (.55) (.45) (.29) (.36)
Distributions from net realized gains ............. (.84) (.25) -0- -0- (.18) (.06)
-------- -------- -------- -------- -------- -------
Total dividends and distributions ................. (1.27) (.70) (.55) (.45) (.47) (.42)
-------- -------- -------- -------- -------- -------
Net asset value, end of year ...................... $ 11.97 $ 11.31 $ 11.14 $ 10.38 $ 10.37 $ 10.79
======== ======== ======== ======== ======== =======
Total Return
Total investment return based on net asset value(c) 17.87% 7.90% 12.69% 4.65% .35% 12.25%
======== ======== ======== ======== ======== =======
Ratios/Supplemental Data:
Net assets, end of year (000's omitted) ........... $ 11,715 $ 11,860 $ 14,161 $ 16,105 $ 15,595 $ 5,339
Ratios to average net assets of:
Expenses, net of waivers/reimbursements ........ 1.41%(d) 1.40%(d) 1.40% 1.40% 1.40% 1.40%(c)
Expenses, before waivers/reimbursements ........ 1.91% 1.90% 1.73% 1.83% 2.03% 3.45%(c)
Net investment income .......................... 3.33% 3.66% 4.43% 4.66% 3.43% 3.92%(c)
Portfolio turnover rate ........................... 138% 174% 267% 248% 133% 84%
</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 Year Ended 1992(a)
April 30, April 30, April 30, April 30, April 30, To April 30,
1998 1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year ............ $ 11.49 $ 11.31 $ 10.51 $ 10.47 $ 10.88 $ 10.00
---------- ---------- ---------- ---------- ---------- ----------
Income from Investment
Operations:
Net investment income ........... .32(f)* .34(f)* .43* .46* .24* .24*
Net realized and unrealized
gain (loss) on
investment transactions ...... 1.55 .46 .82 (.02) (.26) .89
---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) in net
asset value from operations .. 1.87 .80 1.25 .44 (.02) 1.13
---------- ---------- ---------- ---------- ---------- ----------
Less: Dividends and Distributions
Dividends from net
investment income ............ (.33) (.37) (.45) (.40) (.21) (.22)
Distributions from net
realized gains ............... (.84) (.25) -0- -0- (.18) (.03)
---------- ---------- ---------- ---------- ---------- ----------
Total dividends and
distributions ................ (1.17) (.62) (.45) (.40) (.39) (.25)
---------- ---------- ---------- ---------- ---------- ----------
Net asset value, end of year .... $ 12.19 $ 11.49 $ 11.31 $ 10.51 $ 10.47 $ 10.88
========== ========== ========== ========== ========== ==========
Total Return
Total investment return based
on net asset value(c) ........ 17.04% 7.10% 11.95% 3.91% (.31)% 11.39%
========== ========== ========== ========== ========== ==========
Ratios/Supplemental Data:
Net assets, end of
year (000's omitted) ......... $ 28,432 $ 28,037 $ 31,979 $ 30,542 $ 29,697 $ 9,210
Ratios to average net assets of:
Expenses, net of
waivers/reimbursements ..... 2.11%(d) 2.10%(d) 2.10% 2.10% 2.11% 2.15%(c)
Expenses, before
waivers/reimbursements ..... 2.61% 2.61% 2.44% 2.52% 2.73% 3.95%(c)
Net investment income ........ 2.63% 2.96% 3.72% 3.96% 2.72% 3.06%(c)
Portfolio turnover rate ......... 138% 174% 267% 248% 133% 84%
<CAPTION>
Conservative Investors Fund
Class C
-------------------------------------------------------------------------
August 2,
Year Ended Year Ended Year Ended Year Ended 1993(e)
April 30, April 30, April 30, April 30, To April 30,
1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of year ............ $ 11.49 $ 11.31 $ 10.52 $ 10.47 $ 11.12
---------- ---------- ---------- ---------- ----------
Income from Investment
Operations:
Net investment income ........... .32(f)* .34(f)* .41* .46* .18*
Net realized and unrealized
gain (loss) on
investment transactions ...... 1.55 .46 .83 (.01) (.50)
---------- ---------- ---------- ---------- ----------
Net increase (decrease) in net
asset value from operations .. 1.87 .80 1.24 .45 (.32)
---------- ---------- ---------- ---------- ----------
Less: Dividends and Distributions
Dividends from net
investment income ............ (.33) (.37) (.45) (.40) (.15)
Distributions from net
realized gains ............... (.84) (.25) -0- -0- (.18)
---------- ---------- ---------- ---------- ----------
Total dividends and
distributions ................ (1.17) (.62) (.45) (.40) (.33)
---------- ---------- ---------- ---------- ----------
Net asset value, end of year .... $ 12.19 $ 11.49 $ 11.31 $ 10.52 $ 10.47
========== ========== ========== ========== ==========
Total Return
Total investment return based
on net asset value(c) ........ 17.04% 7.10% 11.84% 4.01% (2.98)%
========== ========== ========== ========== ==========
Ratios/Supplemental Data:
Net assets, end of
year (000's omitted) ......... $ 4,162 $ 4,150 $ 5,326 $ 4,419 $ 4,375
Ratios to average net assets of:
Expenses, net of
waivers/reimbursements ..... 2.11%(d) 2.10%(d) 2.10% 2.10% 2.10%(f)
Expenses, before
waivers/reimbursements ..... 2.61% 2.60% 2.45% 2.52% 2.69%(f)
Net investment income ........ 2.63% 2.96% 3.71% 3.97% 2.94%(f)
Portfolio turnover rate ......... 138% 174% 267% 248% 133%
</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) Ratios reflect expenses grossed up for expense offset arrangement with the
transfer agent. For the year ended April 30, 1998 and the year ended April
30, 1997, the ratios of expense net of waivers/reimbursements, giving
effect to the expense offset arrangements, would have been 1.59%, 2.29% and
2.29% and 1.55%, 2.26% and 2.26% for Class A, B and C shares of the Growth
Investors Fund, respectively, and 1.40%, 2.10% and 2.10% and 1.40%, 2.10%
and 2.10% for Class A, B and C shares of the Conservative Investors Fund,
respectively.
(e) Commencement of distribution.
(f) Based on average shares outstanding.
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. This 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 ranges 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.
Securities 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 fall
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, as amended ("Rule 144A Securities"). The sale of these
9
<PAGE>
securities is usually 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 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 is 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 or 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 of 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 of 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, 1998, 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: 14.0% in AAA and above; 0.44% in AA; 0.52% in
A; 0.53% in BBB; 0.67% in BB; and 0.20% in B. The Fund did not invest in
securities rated below B 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, 1998, 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 increases 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 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
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: (i) invest
more than 5% of its total assets in the securities of any one issuer (other than
U.S. Government securities and repurchase agreements 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. Additional investment policies and restrictions are discussed
in the Statement of Additional Information.
- --------------------------------------------------------------------------------
PURCHASE AND SALE
- --------------------------------------------------------------------------------
OF SHARES
- --------------------------------------------------------------------------------
HOW TO BUY SHARES
You can purchase shares at a price based on the net asset value next calculated
after receipt of a proper purchase order either through broker-dealers, banks or
other financial intermediaries, or directly through Alliance Fund Distributors,
Inc. ("AFD"), each Fund's principal underwriter. 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. Share certificates are
issued only upon request. See the Statement of Additional Information and the
Subscription Application for more information.
Existing shareholders may make subsequent purchases by electronic funds transfer
if they have completed the appropriate 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 and may
not exceed $500,000.
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>
12
<PAGE>
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 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. A Fund will thus receive the full amount of your purchase. 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>
Year Since Purchase CDSC
- --------------------------------------------------------------------------------
<S> <C>
First 4%
Second 3%
Third 2%
Fourth 1%
Thereafter None
</TABLE>
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.
Employee Benefit Plans
Certain employee benefit plans, including employer-sponsored tax-qualified
401(k) plans and other defined contribution retirement plans ("Employee Benefit
Plans"), may establish requirements as to the purchase, sale or exchange of
shares of the Funds, including maximum and minimum initial investment
requirements, that are different from those described in this Prospectus.
Employee Benefit Plans may also not offer all classes of shares of the Funds. In
order to enable participants investing through Employee Benefit Plans to
purchase shares of the Funds, the maximum and minimum investment amounts may be
different for shares purchased through Employee Benefit Plans from those
described in this Prospectus. In addition, the Class A, Class B, and Class C
CDSC may be waived for investments made through Employee Benefit Plans.
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 or agents, AFD from
time to time pays additional cash or other incentives to dealers or agents,
including EQ Financial Consultants Inc., an affiliate of AFD, in connection with
the sale of shares of the Funds. Such additional amounts may be utilized, in
whole or in part, in some cases together with other revenues of such dealers or
agents, to provide additional compensation to registered representatives who
sell shares of the Funds. On some occasions, such cash or other incentives will
be conditioned upon the sale of a specified minimum dollar amount of the shares
of a Fund and/or other Alliance Mutual Funds during a specific period of time.
Such incentives may take the form of payment for attendance at seminars, meals,
sporting events or theater performances, or payment for travel,
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lodging and entertainment incurred in connection with travel by persons
associated with a dealer or agent and their immediate family members to urban or
resort locations within or outside the United States. Such dealer or agent 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 though your financial intermediary. The price you will
receive is the net asset value (less any applicable CDSC) 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 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, Inc.
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 you 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.
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MANAGEMENT OF THE FUNDS
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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, 1998 totalling more than $262 billion (of
which more than $107 billion represents the assets of investment companies).
Alliance's clients are primarily major corporate employee benefit plans, public
employee retirement plans, insurance companies, banks, foundations and endowment
funds. The 58 registered investment companies managed by Alliance comprising
more than 123 separate investment portfolios currently have nearly three million
shareholder accounts. As of June 30, 1998, Alliance was retained as an
investment manager of employee benefit fund assets for 32 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 Funds."
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 (after giving effect to an expense
offset arrangement with the transfer agent) 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 Funds'
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 Funds' 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, 1998 with
respect to the Class B shares of the Conservative Investors Fund amounted to
approximately $2,097,172, or approximately 7.38% of the net assets represented
by Class B
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shares on that date. Unreimbursed distribution expenses incurred as of April 30,
1998 with respect to the Class C shares of the Conservative Investors Fund
amounted to approximately $460,892, or approximately 11.08% of the net assets
represented by Class C shares on that date. Unreimbursed distribution expenses
incurred as of April 30, 1998 with respect to the Class B shares of the Growth
Investors Fund amounted to approximately $2,656,454, or approximately 3.66% of
the net assets represented by Class B shares on that date. Unreimbursed
distribution expenses incurred as of April 30, 1998 with respect to the Class C
shares of the Growth Investors Fund amounted to approximately $405,695, or
approximately 4.87% 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. (the "NASD") 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 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 the 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.
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DIVIDENDS, DISTRIBUTIONS
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AND TAXES
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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 Fund to distribute net
investment income quarterly and any net realized capital gains at least
annually. It is the intention of the Growth Investors Fund to distribute any net
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 gains 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 of 1986, as amended. 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, except 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 holds shares in the Fund (without protection
from risk of loss) on the ex-dividend date and for at least 45 more days during
the 90-day period surrounding the ex-dividend date. Furthermore, the
dividends-received deduction will be disallowed to the extent that a
corporation's investment in shares of a Fund is financed with indebtedness.
Distributions of net capital gains (i.e., the excess of net gains from capital
assets held for more than one year over net losses from capital assets held for
not more than one year) that are designated by a Fund as capital gain dividends
will generally be taxable to a shareholder receiving such distributions as
long-term capital gain (generally taxed at a 20% tax rate for noncorporate
shareholders) regardless of how long the shareholder has held Fund shares. Some
1998 distributions of gain realized in 1997 may be subject to tax at a 28% rate.
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 a 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 dividend or distribution. Furthermore, 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 the extent of any capital gain
distributions received by the shareholder with respect to such shares.
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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.
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GENERAL INFORMATION
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PORTFOLIO TRANSACTIONS
Consistent with the Conduct Rules of the NASD, and subject to seeking best price
and 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.
ORGANIZATION
The Trust is a 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 CDSC.
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
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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.
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APPENDIX A:
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BOND RATINGS
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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 than 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 issues 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
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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>
================================================================================
Alliance Asset Allocation
Funds Subscription
Application
================================================================================
Conservative Investors Fund
Growth Investors Fund
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, Transfer on Death and Gift/Transfer to a
Minor:
o Indicate your name(s) exactly as it appears on your social
security card.
) Transfer on Death:
o Ensure that your state participates.
) Trust/Other:
o 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.
) Non-Resident Alien:
o Indicate your permanent country of residence.
Section 3 Your Initial Investment (Required)
For each fund in which you are investing: (1) Write the three digit fund number
in the column titled 'Indicate three digit fund number located below'.
(2) Write the dollar amount of your initial purchase in the column titled
'Indicate Dollar Amount'.
(If you are eligible for a reduced sales charge, you must also complete Section
4F). (3) Check off a distribution option for your dividends. (4) Check off 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 preprinted, voided check for that
account. If you want your distributions sent to a third party you must complete
Section 4E.
<PAGE>
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
Sections 4A & 4D. If more than one dividend direction or monthly exchange is
desired, please call our Literature Center to obtain a Shareholder Account
Services Options Form for completion.
B. 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.
C. 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.
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 preprinted, voided check of the account you wish to use 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.
Medallion Signature Guarantee is required if your account is not maintained by a
broker dealer.
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.
================================================================================
For Literature Call: (800) 227-4618
================================================================================
<PAGE>
<TABLE>
<CAPTION>
ALLIANCE ASSET ALLOCATION FUNDS SUBSCRIPTION APPLICATION
====================================================================================================================================
1. Your Account Registration (Please Print in Capital Letters and Mark Check Boxes Where Applicable)
====================================================================================================================================
<S> <C> <C> <C>
|_| Individual Account { |_| Male |_| Female } - or - |_| Joint Account - or -
|_| Transfer On Death { |_| Male |_| Female } - or - |_| Gift/Transfer to a Minor
- ------------------------------------------------------------------------------------------------------------------------------------
Owner or Custodian (First Name) (MI) (Last Name)
- ------------------------------------------------------------------------------------------------------------------------------------
(First Name) Joint Owner; Transfer On (MI) (Last Name)
Death Beneficiary or Minor
- -
If Uniform Gift/Transfer to
- ------------------------------------------------------------------- Minor Account:
Social Security Number of Owner or Minor (required to open account) Minor's State of
Residence
If Joint Tenants Account: The Account will be registered "Joint ---------------------------
Tenants with right of Survivorship" unless you indicate otherwise
below:
|_| In Common |_| By Entirety |_| Community Property
|_| Trust -or- |_| Corporation -or- |_| Other _____________________
- ------------------------------------------------------------------------------------------------------------------------------------
Name of Trustee if applicable (First Name) (MI) (Last Name)
- ------------------------------------------------------------------------------------------------------------------------------------
Name of Trust or Corporation or Other Entity
- ------------------------------------------------------------------------------------------------------------------------------------
Name of Trust or Corporation or Other Entity continued
- ------------------------------------------ -----------------------------------------------------------
Trust Dated (MM,DD,YYYY) Tax ID Number (required to open account)
|_| Employer ID Number - OR - |_| Social Security Number
====================================================================================================================================
2. Your Address
====================================================================================================================================
- ------------------------------------------------------------------------------------------------------------------------------------
Street Number Street Name
- ------------------------------------------------------------------------------------------------------------------------------------
City State Zip code
- -
- ------------------------------------------------------------------------ ----------------------------------------------------
If Non-U.S., Specify Country Daytime Phone Number
|_| U.S. Citizen |_| Resident Alien |_| Non-Resident Alien
80648GEN-TAAAApp-P1 Alliance Capital [LOGO](R)
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
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.
====================================================================================================================================
<S> <C> <C> <C>
I hereby subscribe for shares of the following Alliance Allocation Fund(s) and elect distribution options as indicated.
Dividend and Capital Gain Distribution Options:
R Reinvest distributions into my fund account.
BROKER/DEALER USE ONLY
WIRE CONFIRM # C Send my distributions in cash to the address I have provided in
---------------------- Section 2. (Complete Section 4D for direct deposit to 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).
- ----------- -------------- ---------------------- -----------------------------
Make all Indicate three Distributions Options
checks* digit Fund *Check One*
payable to: number located Indicate Dollar Amount -----------------------------
Alliance below Dividends Capital Gains
-------- R C D R C D
Funds -------------- ---------------------- -----------------------------
----- $ R C D R C D
- ----------- -------------- ---------------------- -----------------------------
$ R C D R C D
-------------- ---------------------- -----------------------------
- ---------------------------------------- ----------------------
Total Investment $
- ---------------------------------------- ----------------------
* Cash and money orders are not accepted.
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Asset Allocation Fund Names and Numbers
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Contingent
Initial Sales Deferred Sales Asset-Based
Charge Charge Sales Charge
A B C
------------- -------------- ------------
<S> <C> <C> <C>
Conservative Investors Fund 42 53 342
-----------------------------------------------------------------------------------------------------------
Growth Investors Fund 47 59 347
-----------------------------------------------------------------------------------------------------------
806448GEN-TAAAApp-P2
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
4. Your Shareholder Options
====================================================================================================================================
<S> <C> <C> <C> <C>
A. Automatic Investment Plans (AIP)
|_| Withdraw From My Bank Account Via EFT*
I authorize Alliance to draw on my bank account for investment in my fund
account(s) as indicated below. (Complete Section 4D also for the bank
account you wish to use.)
1-
--------------------------- ------------------------------- -------------------------.00 ---------
Fund Number Beginning Date (MM,DD) Amount ($25 minimum) Frequency
Frequency:
2- M = monthly
--------------------------- ------------------------------- -------------------------.00 --------- Q = quarterly
Fund Number Beginning Date (MM,DD) Amount ($25 minimum) Frequency A = annually
3-
--------------------------- ------------------------------- -------------------------.00 ---------
Fund Number Beginning Date (MM,DD) Amount ($25 minimum) Frequency
* Electronic Funds Transfer. 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.
FROM: -
--------------------- ----------------------------------------------------------------------------
Fund Number Account Number (if existing)
TO: -
--------------------- ----------------------------------------------------------------------------
Fund Number Account Number (if existing)
|_| Exchange My Shares Monthly I authorize Alliance to transact monthly exchanges,
within the same class of shares, between my fund accounts as listed below.
FROM: -
--------------------- ----------------------------------------------------------------------------
Fund Number Account Number (if existing)
--------------------- -----------------------------------------
Amount ($25 minimum) Day of Exchange**
TO: -
--------------------- ----------------------------------------------------------------------------
Fund Number Account Number (if existing)
** 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. 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 Redemption 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.
====================================================================================================================================
For shares recently purchased by check or electronic funds transfer redemption proceeds will not be made available until the
Fund is reasonably assured the check or electronic funds transfer has been collected, normally 15 calendar days after the
purchase date.
====================================================================================================================================
80648GEN-TAAAApp-P3
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
4. Your Shareholder Options (CONTINUED)
====================================================================================================================================
<S> <C> <C> <C>
C. Systematic Withdrawal Plans (SWP)
In order to establish a SWP, you must reinvest all dividends and capital gains.
|_| I authorize Alliance to transact periodic redemptions from my fund account and send the proceeds to me as indicated below.
1-
--------------------------- ------------------------------- -------------------------.00 ---------
Fund Number Beginning Date (MM,DD) Amount ($25 minimum) Frequency
Frequency:
2- M = monthly
--------------------------- ------------------------------- -------------------------.00 --------- Q = quarterly
Fund Number Beginning Date (MM,DD) Amount ($25 minimum) Frequency A = annually
3-
--------------------------- ------------------------------- -------------------------.00 ---------
Fund Number Beginning Date (MM,DD) Amount ($25 minimum) Frequency
Please send my SWP proceeds to:
|_| My Address of Record (via check) |_| My checking account-via EFT (complete
Section 4D)
Your bank must be a member of the National
|_| The Payee and address specified in a Section 4E (via check) Automated Clearing House Association
(Medallion Signature Guarantee required) (NACHA) in order for you to receive SWP
proceeds directly into your bank account.
Otherwise payment will be made by check
D. Bank Information This bank account information will be used for:
|_| Distributions (Section 3) |_| Telephone Transactions (Section 4B)
|_| Automatic Investments (Section 4A) |_| Withdrawals (Section 4C)
- ------------------------------------------------------------------------------------------------------------------------------------
Please Tape a Pre-printed Voided Check Here*
- ------------------------------------------------------------------------------------------------------------------------------------
*The above services
cannot be established
without a pre-printed
voided check.
For EFT innovations,
the fund requires
[OBJECT] signatures of bank
account owner exactly
as they appear on bank
records. If the
registration at the
bank differs from that
on the Alliance mutual
fund, all parties must
sign in Section 5.
[ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
- ------------------------------------------- --------------------------------------------------------------------
Your Bank's ABA Routing Number Your Bank Account Number
|_| Checking Account |_| Savings Account
</TABLE>
80648GEN-TAAAApp-P4
4
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
4. Your Shareholder Options (continued)
====================================================================================================================================
<S> <C> <C> <C>
E. Third Party Payment Details Your signature(s) in Section 5 must be Medallion Signature Guaranteed if your
account is not maintained by a broker/dealer. This third party payee information will be used for:
|_| Distributions (Section 3) |_| Systematic Withdrawals (section 4C)
- ------------------------------------------------------------------------------------------------------------------------------------
Name (First Name) (MI) (Last Name)
- ------------------------------------------------------------------------------------------------------------------------------------
Street Number Street Name
- ------------------------------------------------------------------------------------------------------------------------------------
City State Zip code
- ------------------------------------------------------------------------------------------------------------------------------------
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 listed below for Right of Accumulation privileges,
so that this and future purchases will receive any discount for which they are eligible.
------------------------ ------------------------ ------------------------
Tax ID or Account Number Tax ID or Account Number Tax ID or Account Number
|_| 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.
- ------------------------------------------------------------------------------------------------------------------------------------
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 Last Name
- ------------------------------------------------------------------------------------------------------------------------------------
Dealer/Agent Firm Number Representative Number
- ------------------------------------------------------------------------------------------------------------------------------------
Branch Number Branch Telephone Number
- ------------------------------------------------------------------------------------------------------------------------------------
Branch Office Address
- ------------------------------------------------------------------------------------------------------------------------------------
City State Zip Code
</TABLE>
80648GEN-TAAAApp-P5
5
<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 not have changed
within the last 30 days. The maximum telephone redemption amount is $50,000 for
redemptions by check
|_| I do not elect the telephone exchange service.
|_| I do not elect the telephone redemption by check service.
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.
I certify under penalty of perjury that the number shown in Section 1 of this
form is my correct tax identification number or I am waiting for a number to be
issued to me number and that I have not been notified that this account is
subject to backup withholding.
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
- ----------------------------------------
Medallion Signature Guarantee required if
completing Section 4E and your mutual
fund is not maintained by a broker dealer
Alliance Capital [LOGO](R)
80648GEN-TAAAApp-P6
6
