<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
The Alliance Portfolios
- ----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X / No fee required
/ / Fee computed on table below per Exchange Act Rule 14a-
6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:
- ----------------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
- ----------------------------------------------------------------
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
- ----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- ----------------------------------------------------------------
(5) Total fee paid:
- ----------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
<PAGE>
number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
<PAGE>
THE ALLIANCE PORTFOLIOS
ALLIANCE CONSERVATIVE INVESTORS FUND
LOGO ALLIANCE GROWTH FUND
ALLIANCE GROWTH INVESTORS FUND
ALLIANCE SHORT-TERM U.S. GOVERNMENT FUND
ALLIANCE STRATEGIC BALANCED FUND
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1345 Avenue of the Americas
New York, New York 10105
Toll Free (800) 221-5672
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NOTICE OF MEETING OF SHAREHOLDERS
JULY 6, 1998
To the Shareholders of The Alliance Portfolios (the "Trust"):
Notice is hereby given that a Meeting of Shareholders (the "Meeting") of the
Trust will be held at the offices of the Trust, 1345 Avenue of the Americas,
33rd Floor, New York, New York 10105, on Monday, July 6, 1998 at 11:00 a.m.,
for the following purposes, all of which are more fully described in the
accompanying Proxy Statement dated May 27, 1998:
1. To elect six Trustees;
2. To ratify the selection of Price Waterhouse LLP as independent auditors
of each fund of the Trust for the current fiscal year; and
3. To transact such other business as may properly come before the Meeting.
The close of business on May 14, 1998 is the record date for the
determination of shareholders of the Trust entitled to notice of, and to vote
at, the Meeting or any adjournment thereof. The enclosed proxy is being
solicited on behalf of the Board of Trustees of the Trust.
By Order of the Board of Trustees,
Edmund P. Bergan, Jr.
Clerk
New York, New York
May 27, 1998
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YOUR VOTE IS IMPORTANT
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN
AND DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. IN ORDER TO SAVE THE TRUST ANY ADDITIONAL EXPENSE
OF FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY PROMPTLY.
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(R)This registered service mark used under license from the owner, Alliance
Capital Management L.P.
<PAGE>
PROXY STATEMENT
THE ALLIANCE PORTFOLIOS
ALLIANCE CONSERVATIVE INVESTORS FUND
ALLIANCE GROWTH FUND
ALLIANCE GROWTH INVESTORS FUND
ALLIANCE SHORT-TERM U.S. GOVERNMENT FUND
ALLIANCE STRATEGIC BALANCED FUND
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
----------------
MEETING OF SHAREHOLDERS
JULY 6, 1998
----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Trustees of The Alliance Portfolios (the
"Trust"), a Massachusetts business trust presently organized as a "series"
company having five separate portfolios: the Alliance Conservative Investors
Fund ("ACIF"), the Alliance Growth Fund ("AGF"), the Alliance Growth Investors
Fund ("AGIF"), the Alliance Short-Term U.S. Government Fund ("ASGF") and the
Alliance Strategic Balanced Fund ("ASBF") (each individually, a "Fund" and
collectively, the "Funds"), for a Meeting of Shareholders (the "Meeting") to
be held at the offices of the Trust, 1345 Avenue of the Americas, 33rd Floor,
New York, New York 10105, on Monday, July 6, 1998 at 11:00 a.m. The Notice of
Meeting, Proxy Statement and Proxy Card are being mailed to shareholders on or
about May 27, 1998.
The Board of Trustees of the Trust has fixed the close of business on May
14, 1998 as the record date for the determination of shareholders entitled to
notice of, and to vote at, the Meeting and at any adjournment thereof. The
outstanding voting shares of the Funds as of May 14, 1998 consisted of
3,634,487 shares of ACIF, 152,850,348 shares of AGF, 7,521,333 shares of AGIF,
1,586,813 shares of ASGF and 3,025,656 shares of ASBF, each share being
entitled to one vote. All properly executed proxies received prior to the
Meeting will be voted at the Meeting in accordance with the instructions
marked thereon or otherwise provided therein. Unless instructions to the
contrary are marked, proxies for the Trust will be voted for the election of
the nominees and for the ratification of the selection of Price Waterhouse LLP
as the independent auditors of each Fund for its current fiscal year. Any
shareholder may revoke that shareholder's proxy at any time prior to exercise
thereof by giving written notice to the Clerk of the Trust at 1345 Avenue of
the Americas, New York, New York 10105, by signing another proxy of a later
date, or by personally voting at the Meeting. In addition to the solicitation
of proxies by mail or expedited delivery service, employees and agents of
Alliance Capital Management L.P. ("Alliance") may solicit proxies in person or
by telephone. Persons holding shares as nominees will upon request be
reimbursed for their reasonable expenses in sending soliciting material to
their principals. The Trust has engaged the proxy solicitation firm of
Shareholder Communications Corporation, 17 State Street,
<PAGE>
New York, New York 10004 (telephone number 800-733-8481), to assist the Trust
in soliciting proxies for the Meeting. Shareholder Communications Corporation
will receive a fee of $8,750 from the Trust for its services, plus
reimbursement of out of pocket expenses. The costs of solicitation will be
borne by the Trust.
If a proxy properly executed is returned accompanied by instructions to
withhold authority to vote (an abstention) or represents a broker "non-vote"
(that is, a proxy from a broker or nominee indicating that such person has not
received instructions from the beneficial owner or other person entitled to
vote shares on a particular matter with respect to which the broker or nominee
does not have discretionary power to vote), the shares represented thereby,
with respect to matters to be determined by a plurality or specified majority
of the votes cast on such matters, will be considered present for purposes of
determining the existence of a quorum for the transaction of business but will
have no effect on the outcome of such matters.
All shares of the Trust will vote together as a single class with respect to
all matters to be considered at the meeting. A quorum for the Meeting will
consist of thirty percent (30%) of the shares outstanding and entitled to
vote. In the event that a quorum is not represented at the Meeting, the
persons named as proxies may propose and vote for one or more adjournments of
the Meeting with no other notice than announcement at the Meeting, in order to
permit further solicitation of proxies. The Meeting may be adjourned with
respect to fewer than all the proposals in this Proxy Statement and a
shareholder vote may be taken on any one of the proposals prior to adjournment
if sufficient votes have been received for approval.
PROPOSAL ONE
ELECTION OF TRUSTEES
At the Meeting, six Trustees will be elected. The affirmative vote of a
plurality of the votes cast at the Meeting is required to elect a Trustee. It
is the intention of the persons named in the enclosed proxy card to nominate
and vote in favor of the election of the persons listed below.
Messrs. Richard W. Couper, Brenton W. Harries and Donald J. Robinson were
previously elected as Trustees of the Trust by the Trusts' shareholders. The
foregoing individuals are standing for re-election by shareholders at the
Meeting.
Mr. John D. Carifa and Ms. Ruth Block were elected Trustees of the Trust by
action of the Trustees of the Trust in 1993, and William H. Foulk, Jr. has
been nominated for election as Trustee of the Trust by action of the
Nominating Committee of Trustees of the Trust. Each is standing for
shareholder election.
Each of Messrs. Carifa, Couper, Foulk, Harries and Robinson and Ms. Block
has consented to serve as a Trustee. The Board of Trustees knows of no reason
why any of the nominees would be unable to serve, but in the event of such
inability the proxies received will be voted for a substitute nominee as the
Board of Trustees may recommend.
2
<PAGE>
Certain information concerning the nominees is set forth below.
<TABLE>
<CAPTION>
NAME, POSITIONS AND NUMBER OF SHARES
OFFICES WITH THE TRUST, BENEFICIALLY
AGE, PRINCIPAL OCCUPATION YEAR FIRST OWNED DIRECTLY OR
DURING THE PAST FIVE YEARS, BECAME A INDIRECTLY AS OF
AND OTHER DIRECTORSHIPS TRUSTEE MAY 14, 1998
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<S> <C> <C>
*John D. Carifa, Chairman of the Board and 1993 --
President, 53. He is President, Chief Operating
Officer and a Director of Alliance Capital
Management Corporation ("ACMC").
**+Ruth Block, Trustee, 67. She was formerly an 1993 AGF-847
Executive Vice President and Chief Insurance
Officer of The Equitable Life Assurance Society
of the United States. She is a Director of
Ecolab Inc. (specialty chemicals) and Amoco
Corporation (oil and gas).
**+Richard W. Couper, Trustee, 75. He is President 1987 ASGF-367
Emeritus of the Woodrow Wilson National Fellow- ACIF-1,295
ship Foundation and President Emeritus of the
New York Public Library.
William H. Foulk, Jr., Nominee, 65. He is an in- 1998++ AGF-133
vestment adviser and independent consultant. He
was formerly Senior Manager of Barrett Associ-
ates, Inc., a registered investment adviser,
since prior to 1993.
**+Brenton W. Harries, Trustee, 70. He has been a 1991 AGF-369
Director of Enhance Reinsurance Co. since Decem-
ber 1986. Mr. Harries was also President and
Chief Executive Officer of Global Electronic
Markets Company from August 1985 to October
1986.
**+Donald J. Robinson, Trustee, 63. He is Senior 1987 --
Counsel of the law firm of Orrick, Herrington &
Sutcliffe. He was formerly a senior partner of
that firm from July 1987 to December 1994 and
was a member of the Executive Committee of the
firm from January 1989 to December 1994.
</TABLE>
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* "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Act"), of each Fund because of affiliation with Alliance.
** Member of the Audit Committee.
+ Member of the Nominating Committee.
++ If elected at this Meeting.
During 1997, the Trustees met nine times. The Audit Committee met twice
during 1997 and the Nominating Committee did not meet during 1997. The
Nominating Committee of the Trust was constituted for the purpose of selecting
and nominating persons to fill any vacancies among the Trustees. The Nominating
Committee does not currently consider candidates proposed by shareholders for
election as Trustees.
A Fund does not pay any fees to, or reimburse expenses of, its Trustees who
are considered "interested persons" of the Fund. The aggregate compensation
paid by the Trust to each of its Trustees during its most recent fiscal year,
the aggregate compensation paid to each of the Trustees during calendar year
1997 by all the registered investment companies for which Alliance provides
investment advisory services (collectively, the "Alliance Fund Complex"), and
the total number of registered investment companies (and separate investment
portfolios within those companies) in the Alliance Fund Complex with respect to
which each of the Trustees serves as a director or trustee, are set forth
below. Neither the Trust nor any other registered investment company in the
Alliance Fund Complex provides compensation in the form of pension or
retirement benefits to any of its directors or trustees.
3
<PAGE>
<TABLE>
<CAPTION>
TOTAL NUMBER OF
TOTAL NUMBER OF INVESTMENT PORTFOLIOS
INVESTMENT COMPANIES WITHIN THE ALLIANCE
IN THE ALLIANCE FUND FUND COMPLEX,
TOTAL COMPENSATION COMPLEX, INCLUDING INCLUDING THE FUNDS,
FROM THE ALLIANCE THE TRUST, AS TO WHICH AS TO WHICH THE
AGGREGATE COMPENSATION FUND COMPLEX, THE TRUSTEE IS A TRUSTEE IS A
NAME OF TRUSTEE FROM THE FUNDS INCLUDING THE FUNDS DIRECTOR OR TRUSTEE DIRECTOR OR TRUSTEE
--------------- ---------------------- ------------------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
John D. Carifa.......... $ -0- $ -0- 54 118
Ruth Block.............. $26,328 $164,000 40 80
Richard W. Couper....... $28,500 $ 94,000 2 19
Brenton W. Harries...... $28,800 $102,000 2 19
Donald J. Robinson...... $21,441 $217,358* 38 91
</TABLE>
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* Includes deferred compensation. As of December 31, 1997, the total amount of
deferred compensation (including interest) payable to Mr. Robinson was
$77,963.
Alliance has instituted a policy applicable to all funds in the Alliance
Fund Complex, contemplating that each Trustee will invest specified minimum
amounts and (in most cases) an overall total of at least $150,000 in shares of
investment companies within the Alliance Fund Complex (including the Funds).
As of May 14, 1998, the officers and nominees of the Trust, as a group, owned
less than 1% of the shares of each Fund.
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR THE ELECTION OF EACH
OF THE FOREGOING INDIVIDUALS TO SERVE AS A TRUSTEE OF THE TRUST.
PROPOSAL TWO
RATIFICATION OF SELECTION OF
INDEPENDENT AUDITORS
The Trustees recommend that the shareholders ratify the selection of Price
Waterhouse LLP, independent auditors, to audit the accounts of each Fund for
its current fiscal year (ending April 30, 1999 in the case of ACIF, October
31, 1998 in the case of AGF, April 30, 1999 in the case of AGIF, July 31, 1998
in the case of ASBF, and August 31, 1998 in the case of ASGF). Their selection
was approved by the vote, cast in person, of a majority of the Trustees,
including a majority of the Trustees who are not "interested persons" of the
Trust, as defined in the Act, at meetings held, respectively, on July 16, 1997
(ASBF and ASGF), October 8, 1997 (AGF) and March 28, 1998 (ACIF and AGIF).
Price Waterhouse LLP has audited the accounts of each Fund since the
commencement of that Fund's operations.
A representative of Price Waterhouse LLP is expected to attend the Meeting
and to have the opportunity to make a statement and respond to appropriate
questions from shareholders. The Audit Committee of the Trustees generally
meets twice during the year with representatives of the independent auditors
to discuss the scope of their engagement and to review the financial
statements of the Funds and the results of their examination thereof.
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR THE RATIFICATION OF
THE SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT AUDITORS OF THE TRUST.
4
<PAGE>
INFORMATION AS TO THE PRINCIPAL
OFFICERS, INVESTMENT ADVISER
AND PRINCIPAL UNDERWRITER OF THE FUNDS
The principal officers of the Trust, their ages and their principal
occupations during the past five years are set forth below. Each of the
officers listed below currently serves as an officer of one or more of the
funds in the Alliance Fund Complex.
John D. Carifa, Trustee, Chairman and President of the Trust. (See Proposal
One, "Election of Trustees," at page 3 for biographical information.)
Wayne D. Lyski, Senior Vice President of the Trust, 56, is an Executive Vice
President of ACMC, with which he has been associated since prior to 1993.
Kathleen A. Corbet, Senior Vice President of the Trust, 38, is an Executive
Vice President of ACMC, with which she has been associated since July 1993.
Prior thereto, she headed the Fixed Income Management Department of Equitable
Capital Management Corporation ("ECMC").
Bruce W. Calvert, 51, Senior Vice President of the Trust, is the Vice
Chairman and Chief Investment Officer of ACMC, with which he has been
associated since prior to 1993.
Nicholas D.P. Carn, Vice President of the Trust, 40, is a Vice President of
ACMC, with which he has been associated since 1997. Prior thereto, he was
Chief Investment Officer and Portfolio Manager at Draycott Partners.
Jeffrey S. Phlegar, Vice President of the Trust, 31, is a Vice President of
ACMC, with which he has been associated since July 1993. Prior thereto, he was
employed by ECMC.
Tyler J. Smith, Vice President of the Trust, 60, is a Senior Vice President
of ACMC, with which he has been associated since July 1993. Prior thereto, he
was employed by ECMC.
Patricia J. Young, Vice President of the Trust, 43, is a Senior Vice
President of ACMC, with which she has been associated since July 1993. Prior
thereto, she was employed by ECMC.
Mark D. Gersten, Treasurer and Chief Financial Officer of the Trust, 47, is
a Senior Vice President of Alliance Fund Services, Inc. ("AFS"), with which he
has been associated since prior to 1993.
Edmund P. Bergan, Jr., Clerk of the Trust, 48, is a Senior Vice President
and the General Counsel of Alliance Fund Distributors, Inc. ("AFD") and AFS,
with which he has been associated since prior to 1993.
Each Fund's investment adviser is Alliance and each Fund's principal
underwriter is AFD, both with principal offices at 1345 Avenue of the
Americas, New York, New York 10105.
5
<PAGE>
SUBMISSION OF PROPOSALS FOR FUTURE
MEETINGS OF SHAREHOLDERS
Meetings of shareholders of the Trust are not held on an annual or other
regular basis. A shareholder proposal intended to be presented at any future
meeting of shareholders of the Trust must be received by the Trust within a
reasonable time before the solicitation relating thereto in order to be
included in the Trust's proxy statement and form of proxy card relating to that
meeting. Shareholder proposals are subject to certain regulations under federal
securities laws and accordingly, the submission by a shareholder of a proposal
for inclusion in the proxy statement does not guarantee that it will be
included.
OTHER MATTERS
Management of the Trust does not know of any matters to be presented at the
Meeting other than those mentioned in this Proxy Statement. If any other
matters properly come before the Meeting, the shares represented by proxies
will be voted with respect thereto in accordance with the best judgment of the
person or persons voting the proxies.
REPORTS TO SHAREHOLDERS
The Trust will furnish each person to whom this Proxy Statement is delivered
on behalf of the Trust with a copy of the relevant Fund's most recent annual
report, or semi-annual report, if more recent, upon request and without charge.
To request a copy, please call Alliance Fund Services, Inc. at (800) 227-4618
or contact Jane E. Heeckt at Alliance Capital Management L.P., 1345 Avenue of
the Americas, New York, New York 10105.
By Order of the Board of Trustees,
Edmund P. Bergan, Jr.
Clerk
May 27, 1998
New York, New York
6
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
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<S> <C>
Introduction............................................................. 1
Proposal One: Election of Trustees....................................... 2
Proposal Two: Ratification of Selection of Independent Auditors.......... 4
Information as to the Principal Officers, Investment Adviser and
Principal Underwriter of the Funds...................................... 5
Submission of Proposals for Future Meetings of Shareholders.............. 6
Other Matters............................................................ 6
Reports to Shareholders.................................................. 6
</TABLE>
THE ALLIANCE PORTFOLIOS
ALLIANCE CONSERVATIVE INVESTORS FUND
ALLIANCE GROWTH FUND
ALLIANCE GROWTH INVESTORS FUND
ALLIANCE SHORT-TERM U.S.
GOVERNMENT FUND
ALLIANCE STRATEGIC BALANCED FUND
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LOGO
Alliance Capital Management L.P.
- -------------------------------------------------------------------------------
NOTICE OF MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
JULY 6, 1998
<PAGE>
APPENDIX
PROXY PROXY
THE ALLIANCE PORTFOLIOS:
ALLIANCE CONSERVATIVE INVESTORS FUND
ALLIANCE GROWTH FUND
ALLIANCE GROWTH INVESTORS FUND
ALLIANCE SHORT-TERM U.S. GOVERNMENT FUND
ALLIANCE STRATEGIC BALANCED FUND
Instructions to the Shareholders of each Fund of The Alliance
Portfolios (the "Trust") in connection with the Meeting of
Shareholders to be held on July 6, 1998.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF
THE TRUST
The undersigned hereby instructs Ms. Carol H. Rappa and Ms. Jane
E. Heeckt, each with the power to appoint her substitute, and
authorizes each of them to vote all shares of beneficial interest
of the Trust registered in the name of the undersigned at the
Meeting of Shareholders of the Trust to be held at 11:00 a.m.,
New York Time, on July 6, 1998 at the offices of the Trust, 1345
Avenue of the Americas, 33rd Floor, New York, New York, 10105,
and at all adjournments thereof. The undersigned hereby
acknowledges receipt of the Notice of Meeting and accompanying
Proxy Statement and hereby instructs said proxies to vote said
shares as indicated hereon.
Please sign this proxy exactly as your name appears on the books
of the Trust. Joint owners should each sign personally.
Trustees and other fiduciaries should indicate the capacity in
which they sign, and where more than one name appears, a majority
must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
___________________________
Signature
___________________________
Signature (if held jointly)
, 1998
Date
<PAGE>
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES AS TRUSTEES AND
"FOR" ANY PROPOSAL FOR WHICH NO CHOICE IS INDICATED. TO VOTE,
MARK BLOCKS BELOW IN BLUE OR BLACK INK.
EXAMPLE /X/
1. Election of Trustees.
If you do not wish your shares voted "FOR" any particular
nominee, mark the "For All Except" box and strike a line
through the name(s) of the nominee(s). Your shares shall be
voted for the remaining nominee(s).
For All
For Withhold Except
/ / / / / /
JOHN D. CARIFA, RUTH BLOCK, RICHARD W. COUPER,
WILLIAM H. FOULK, JR., BRENTON W. HARRIES AND
DONALD J. ROBINSON
2. Ratification of the
selection of Price For Against Abstain
Waterhouse LLP as the / / / / / /
independent auditors
of each Fund of the
Trust for its current
fiscal year.
3. In their discretion,
upon such other matters / / / / / /
as may properly come
before the meeting or
any adjournments thereof.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
00250122.AK3
