ALLIANCE GROWTH INVESTORS FUND AND ALLIANCE CONSERVATIVE INVESTORS FUND
ANNUAL REPORT
APRIL 30, 1998
ALLIANCE CAPITAL
ALLIANCE GROWTH INVESTORS AND
LETTER TO SHAREHOLDERS CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
June 26, 1998
Dear Shareholder:
This annual shareholder report reviews investment results and market activity
for Alliance Growth Investors & Conservative Investors Funds for the period
ended April 30, 1998.
ECONOMIC ENVIRONMENT
Regional economic conditions were very uneven over the 12-month reporting
period ended April 30, 1998, as the United States (U.S.), the United Kingdom
(U.K.), and some smaller European economies showed strong growth and Asia
showed weakness. In particular, Japan produced a stream of disappointing
statistics, suggesting recession among most major economic sectors in Asia. In
sharp contrast, strong retail sales and housing data in the U.S. and the U.K.
confirmed robust final demand.
The U.S. economy continued to grow over the 12-month period ended April 30,
1998, with housing becoming a particularly strong sector during the first
quarter of 1998. In addition, a firm U.S. dollar ensured low wholesale price
inflation, and the U.S. bond market traded in a narrow range. For the same
12-month period, U.S. stocks as represented by the S&P 500 Stock Index, rose
just over 41%, resulting in the best performance among major markets. In spite
of the length of the current expansion and the low levels of unemployment,
inflation has remained very low. This benign environment combined with
continued efforts by company managements to raise return on equity and
otherwise focus on creating shareholder value have benefited equity investors.
Our focus has been on those companies able to deliver sustainable earnings
growth, and technology and leading edge telecommunications companies are an
important feature of the portfolio. Exposure to U.S. oil service companies hurt
the Fund's performance in the Fall of 1997 and, given the subsequent
unfavorable development in the price of oil, we have cut back our position.
Europe presents a microcosm of the world economy as some areas are enjoying
boom conditions and other areas remain depressed. The U.K. domestic economy
continues to grow strongly, offset partially by weakness in the manufacturing
sector. In spite of a recovery in French consumption, the two biggest economies
in Europe, France and Germany, continue to have sluggish growth. Generally,
however, European stock markets performed well over the 12-months ended April
30, 1998.
In contrast with the U.S., Japanese conditions include weak final demand and
shaky confidence, combined with concerns about the stability of the banking
system. Fiscal tightening in Japan during 1997 has recently been reversed. In
April 1998, Japan cut taxes and announced more public spending, but there are
still no signs that this measure is supporting the economy. Japanese stocks
fell sharply over the 12-month period ended April 30, 1998, declining 18.33%,
as measured by the Nikkei 225 Index.
Over the 12-month period ended April 30, 1998, commodity prices continued to be
weak despite an agreement by the Organization of the Petroleum Exporting
Countries (OPEC) to cut production. This price weakness subsequently served to
keep inflation down, sustaining the low interest rate environment worldwide.
Overall, global growth has continued against a background of spare capacity
(idle or under-utilized labor or industrial capacity) worldwide, with excessive
strength in some areas offsetting weakness in others. The result has been very
supportive of long-term asset values.
INVESTMENT RESULTS
Over the six and 12-month periods ended April 30, 1998, Alliance Growth
Investors Fund Class A shares gained 13.12% and 27.96% at net asset value
(NAV), respectively. Alliance Conservative Investors Fund Class A shares
returned 7.64% at NAV for the six-month period, and 17.87% for the 12-month
period also ending April 30, 1998.
Both Funds lagged their composite benchmarks for both the six and 12-month
periods. U.S. stock selection, which significantly lagged the benchmark in
November 1997, and the decision to own overseas securities were responsible for
the underperformance, while asset allocation and overseas stock selection both
made positive contributions.
GROWTH INVESTORS FUND
Investment returns for the Alliance Growth Investors Fund for the six and
12-month periods ending April 30, 1998 are outlined in the following table. For
comparison purposes, we also included performance for the broad U.S. stock
market, as represented by the S&P 500 Stock
1
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
Index (S&P 500), and for the Fund's benchmark--a 70%/30% composite of the S&P
500 and the Lehman Brothers (LB) Aggregate Bond Index, respectively.
INVESTMENT RESULTS*
Periods Ended April 30, 1998
TOTAL RETURNS
6 MONTHS 12 MONTHS
-------- ---------
ALLIANCE GROWTH INVESTORS FUND
Class A 13.12% 27.96%
Class B 12.68% 27.04%
Class C 12.67% 27.02%
S&P 500 STOCK INDEX 22.50% 41.06%
70/30 COMPOSITE:
S&P 500 Stock Index/LB Aggregate
Bond Index 16.83% 32.02%
* THE FUND'S INVESTMENT RESULTS ARE TOTAL RETURNS FOR THE PERIODS AND ARE
BASED ON THE NET ASSET VALUE OF EACH CLASS OF SHARES AS OF APRIL 30, 1998. ALL
FEES AND EXPENSES RELATED TO THE OPERATION OF THE FUND HAVE BEEN DEDUCTED, BUT
NO ADJUSTMENT HAS BEEN MADE FOR SALES CHARGES THAT MAY APPLY WHEN SHARES ARE
PURCHASED OR REDEEMED. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.
THE S&P 500 STOCK INDEX IS AN UNMANAGED INDEX OF 500 U.S. COMPANIES. THE
70/30 COMPOSITE IS A BLEND OF BOTH THE S&P 500 AND THE LEHMAN BROTHERS
GOVERNMENT/CORPORATE BOND INDEX WITH A 70/30 WEIGHTING, RESPECTIVELY. AN
INVESTOR CANNOT INVEST DIRECTLY IN THE INDICES.
CONSERVATIVE INVESTORS FUND
Investment returns for the Alliance Conservative Investors Fund for the six and
12-month periods ending April 30, 1998 are outlined in the following table. For
comparison purposes, we also included performance for the broad U.S. bond
market, as represented by the Lehman Brothers (LB) Aggregate Bond Index, and
for the Fund's benchmark--a 70%/30% composite of the Lehman Brothers (LB)
Aggregate Bond Index and the S&P 500 Stock Index, respectively.
INVESTMENT RESULTS*
Periods Ended April 30, 1998
TOTAL RETURNS
6 MONTHS 12 MONTHS
-------- ---------
ALLIANCE CONSERVATIVE INVESTORS FUND
Class A 7.64% 17.87%
Class B 7.28% 17.04%
Class C 7.20% 17.04%
LB AGGREGATE BOND INDEX 3.59% 10.91%
70/30 COMPOSITE:
LB Aggregate Bond Index/S&P 500
Stock Index 9.26% 19.96%
* THE FUND'S INVESTMENT RESULTS ARE TOTAL RETURNS FOR THE PERIODS AND ARE
BASED ON THE NET ASSET VALUE OF EACH CLASS OF SHARES AS OF APRIL 30, 1998. ALL
FEES AND EXPENSES RELATED TO THE OPERATION OF THE FUND HAVE BEEN DEDUCTED, BUT
NO ADJUSTMENT HAS BEEN MADE FOR SALES CHARGES THAT MAY APPLY WHEN SHARES ARE
PURCHASED OR REDEEMED. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.
THE LEHMAN BROTHERS (LB) AGGREGATE BOND INDEX IS COMPOSED OF THE
MORTGAGE-BACKED SECURITIES INDEX, THE ASSET-BACKED SECURITIES INDEX AND THE
GOVERNMENT/CORPORATE BOND INDEX. THE 70/30 COMPOSITE IS A BLEND OF BOTH THE
LEHMAN BROTHERS GOVERNMENT/CORPORATE BOND INDEX AND THE S&P 500 STOCK INDEX
WITH A 70/30 WEIGHTING, RESPECTIVELY. AN INVESTOR CANNOT INVEST DIRECTLY IN THE
INDICES.
We appreciate your investment in Alliance's asset allocation Funds and look
forward to reporting their progress to you in the future.
Sincerely,
John D. Carifa
Chairman and President
Nicholas D. Carn
Vice President
2
INVESTMENT OBJECTIVE AND POLICIES ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
Alliance Growth Investors Fund seeks to provide 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.
INVESTMENT RESULTS
NAV AND SEC AVERAGE ANNUAL TOTAL RETURNS AS OF APRIL 30, 1998
CLASS A SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 27.96% 22.54%
Five Years 13.27% 12.30%
Since Inception* 13.80% 12.98%
CLASS B SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 27.04% 23.04%
Five Years 12.52% 12.52%
Since Inception* 12.99% 12.99%
CLASS C SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 27.02% 26.02%
Since Inception* 12.30% 12.30%
SEC AVERAGE ANNUAL TOTAL RETURNS
AS OF THE MOST RECENT QUARTER-END (MARCH 31, 1998)
CLASS A CLASS B CLASS C
------- ------- -------
1 Year 22.98% 23.48% 26.46%
5 Years 11.63% 11.84% n/a
Since Inception* 12.92% 12.93% 12.22%
The Fund's investment results represent average annual total returns. The NAV
and SEC returns reflect reinvestment of dividends and/or capital gains
distributions in additional shares without (NAV) and with (SEC) the effect of
the 4.25% maximum front-end sales charge for Class A or applicable contingent
deferred sales charge for Class B (4% year 1, 3% year 2, 2% year 3, 1% year 4);
and for Class C shares (1% year 1). Returns for Class A shares do not reflect
the imposition of the 1 year 1% contingent deferred sales charge for accounts
over $1,000,000. Total return for Advisor Class shares will differ due to
different expenses associated with that class.
SEC average annual total returns for the periods shown reflect reinvestment of
all distributions and deduction of the maximum 4.25% front-end sales charges
and applicable contingent deferred sales charges.
Past performance does not guarantee future results. Investment return and
principal value will fluctuate so that an investor's shares, when redeemed, may
be worth more or less than their original cost.
* Inception: 5/4/92 Classes A & B; 8/2/93 Class C.
n/a: not applicable.
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, GUARANTEED OR ENDORSED
BY, ANY BANK; FURTHER, SUCH SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
SHARES OF THE FUND INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.
3
ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
ALLIANCE GROWTH INVESTORS FUND
GROWTH OF A $10,000 INVESTMENT
5/31/92* TO 4/30/98
$32,000
$28,000
$24,000
$20,000
$16,000
$12,000
$10,000
$8,000
5/31/92 4/30/93 4/30/94 4/30/95 4/30/96 4/30/97 4/30/98
S&P 500 STOCK INDEX: $30,886
70% S&P 500 STOCK INDEX/30% LEHMAN BROTHERS AGGREGATE BOND INDEX: $26,278
GROWTH INVESTORS FUND CLASS A: $20,599
This chart illustrates the total value of an assumed $10,000 investment in
Alliance Growth Investors Fund Class A shares (from 5/31/92 to 4/30/98) as
compared to the performance of an appropriate broad-based index. The chart
reflects the deduction of the maximum 4.25% sales charge from the initial
$10,000 investment in the Fund and assumes the reinvestment of dividends and
capital gains. Performance for Class B, Class C and Advisor Class shares will
vary from the results shown above due to differences in expenses charged to
those classes. Past performance is not indicative of future results, and is not
representative of future gain or loss in capital value or dividend income.
The unmanaged Standard & Poor's 500 Stock Index includes 500 U.S. stocks and is
a common measure of the performance of the overall U.S. stock market.
The unmanaged Lehman Brothers Aggregate Bond Index is composed of the
Mortgage-Backed Securities Index, the Asset-Backed Securities Index and the
Government/Corporate Bond Index.
The comparison shown above represents a 70/30 weighting (70% S&P500 Stock Index
and 30% Lehman Brothers Aggregate Bond Index).
When comparing Alliance Growth Investors Fund to the indices shown above, you
should note that no charges or expenses are reflected in the performance of the
indices.
Growth Investors Fund
Standard & Poor's 500 Stock Index
70% S&P 500/30% LB Aggregate Bond Index
* Month-end nearest to Fund's Class A share inception date of 5/4/92.
4
INVESTMENT OBJECTIVE AND POLICIES ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
Alliance Conservative Investors Fund seeks to provide 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.
INVESTMENT RESULTS
NAV AND SEC AVERAGE ANNUAL TOTAL RETURNS AS OF APRIL 30, 1998
CLASS A SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 17.87% 12.88%
Five Years 8.52% 7.58%
Since Inception* 9.15% 8.37%
CLASS B SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 17.04% 13.04%
Five Years 7.77% 7.77%
Since Inception* 8.38% 8.38%
CLASS C SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 17.04% 16.04%
Since Inception* 7.59% 7.59%
SEC AVERAGE ANNUAL TOTAL RETURNS
AS OF THE MOST RECENT QUARTER-END (MARCH 31, 1998)
CLASS A CLASS B CLASS C
------- ------- -------
1 Year 13.96% 14.24% 17.13%
5 Years 7.42% 7.61% n/a
Since Inception* 8.33% 8.36% 7.56%
The Fund's investment results represent average annual total returns. The NAV
and SEC returns reflect reinvestment of dividends and/or capital gains
distributions in additional shares without (NAV) and with (SEC) the effect of
the 4.25% maximum front-end sales charge for Class A or applicable contingent
deferred sales charge for Class B (4% year 1, 3% year 2, 2% year 3, 1% year 4);
and for Class C shares (1% year 1). Returns for Class A shares do not reflect
the imposition of the 1 year 1% contingent deferred sales charge for accounts
over $1,000,000. Total return for Advisor Class shares will differ due to
different expenses associated with that class.
SEC average annual total returns for the periods shown reflect reinvestment of
all distributions and deduction of the maximum 4.25% front-end sales charges
and applicable contingent deferred sales charges.
Past performance does not guarantee future results. Investment return and
principal value will fluctuate so that an investor's shares, when redeemed, may
be worth more or less than their original cost.
* Inception: 5/4/92 Classes A & B; 8/2/93 Class C.
n/a: not applicable.
5
ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
ALLIANCE CONSERVATIVE INVESTORS FUND
GROWTH OF A $10,000 INVESTMENT
5/31/92* TO 4/30/98
$21,000
$18,000
$15,000
$12,000
$10,000
$9,000
5/31/92 4/30/93 4/30/94 4/30/95 4/30/96 4/30/97 4/30/98
70% LEHMAN BROTHERS AGGREGATE BOND INDEX/30% S&P 500 STOCK INDEX: $20,133
CONSERVATIVE INVESTORS FUND CLASS A: $15,952
LEHMAN BROTHERS AGGREGATE BOND INDEX: $15,524
This chart illustrates the total value of an assumed $10,000 investment in
Alliance Conservative Investors Fund Class A shares (from 5/31/92 to 4/30/98)
as compared to the performance of an appropriate broad-based index. The chart
reflects the deduction of the maximum 4.25% sales charge from the initial
$10,000 investment in the Fund and assumes the reinvestment of dividends and
capital gains. Performance for Class B, Class C and Advisor Class shares will
vary from the results shown above due to differences in expenses charged to
those classes. Past performance is not indicative of future results, and is not
representative of future gain or loss in capital value or dividend income.
The unmanaged Lehman Brothers Aggregate Bond Index is composed of the
Mortgage-Backed Securities Index, the Asset-Backed Securities Index and the
Government/Corporate Bond Index.
The unmanaged Standard & Poor's 500 Stock Index includes 500 U.S. stocks and is
a common measure of the performance of the overall U.S. stock market.
The comparison shown above represents a 70/30 weighting (70% Lehman Brothers
Aggregate Bond Index and 30% S&P500 Stock Index).
When comparing Alliance Conservative Investors Fund to the indices shown above,
you should note that no charges or expenses are reflected in the performance of
the indices.
Conservative Investors Fund
Lehman Brothers Aggregate Bond Index
70% LB Aggregate Bond Index/30% S&P 500
* Month-end nearest to Fund's Class A share inception date of 5/4/92.
6
TEN LARGEST HOLDINGS
APRIL 30, 1998 ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
PERCENT OF
COMPANY VALUE NET ASSETS
- -------------------------------------------------------------------------------
U.S. Treasury Notes $ 7,135,593 6.3%
Merck & Co., Inc. 3,012,500 2.6
Government National Mortgage
Association Bonds 2,859,463 2.5
Federal National Mortgage
Association Bonds 2,708,692 2.4
Bristol-Myers Squibb Co. 2,646,875 2.3
Chase Manhattan Corp. 2,632,687 2.3
WorldCom, Inc. 2,566,875 2.2
Harley-Davidson, Inc. 2,520,000 2.2
Walt Disney Co. 2,486,250 2.2
Noble Drilling Corp. 2,423,438 2.1
$ 30,992,373 27.1%
MAJOR PORTFOLIO CHANGES
SIX MONTHS ENDED APRIL 30, 1998
_______________________________________________________________________________
SHARES* OR PRINCIPAL
-------------------------------------
HOLDINGS
PURCHASES BOUGHT 4/30/98
- -------------------------------------------------------------------------------
Avon Products, Inc. 20,000 20,000
BankAmerica Corp. 25,000 25,000
Bristol-Myers Squibb Co. 25,000 25,000
First Data Corp. 30,000 30,000
Government National
Mortgage Association, 7.00%, 2/15/28 $1,092,000 $1,092,000
Government National
Mortgage Association, 7.50%, 6/15/27 $1,707,000 $1,707,000
Home Depot, Inc. 30,000 30,000
Noble Drilling Corp. 55,000 75,000
Scripps E.W. Co. Cl.A 30,000 30,000
U.S. Treasury Bond, 6.125%, 11/15/27 $2,365,000 $2,365,000
HOLDINGS
SALES SOLD 4/30/98
- -------------------------------------------------------------------------------
BJ Services Co. 42,000 -0-
Campbell Soup Co. 25,000 -0-
Den Danske Bank 7,000 -0-
Lucent Technologies, Inc. 15,000 -0-
Schering-Plough Corp. 32,000 -0-
Texaco, Inc. 30,000 -0-
Transocean Offshore, Inc. 29,000 -0-
U.S. Treasury Bond, 6.625%, 2/15/27 $1,370,000 -0-
U.S. Treasury Note, 6.375%, 5/15/99 $1,885,000 $1,015,000
U.S. Treasury Note, 6.875%, 5/15/06 $1,120,000 $130,000
* Adjusted for Stock Splits.
7
INDUSTRY DIVERSIFICATION
APRIL 30, 1998 ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
PERCENT OF
U.S. $VALUE NET ASSETS
- -------------------------------------------------------------------------------
Basic Industries $ 1,824,045 1.6%
Capital Goods 1,181,250 1.0
Consumer Manufacturing 1,422,316 1.2
Consumer Services 18,776,423 16.4
Consumer Staples 10,841,915 9.5
Energy 6,755,225 5.9
Finance 18,219,657 16.0
Healthcare 9,390,370 8.2
Multi Industry 2,006,395 1.8
Technology 11,384,872 10.0
Utilities 3,723,226 3.3
U.S. Government & Agencies 15,991,502 14.0
Corporate Debt Obligations 2,644,521 2.3
Yankee Bonds 1,214,735 1.1
Total Investments* 105,376,452 92.3
Cash and receivables, net
of liabilities 8,799,336 7.7
Net Assets $114,175,788 100.0%
* Excludes short-term obligations.
8
TEN LARGEST HOLDINGS
APRIL 30, 1998 ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
PERCENT OF
COMPANY VALUE NET ASSETS
- -------------------------------------------------------------------------------
U.S. Treasury Notes $ 9,581,402 21.6%
Federal National Mortgage
Association Bonds 4,819,944 10.9
Government National Mortgage
Association Bonds 3,055,790 6.9
U.S. Treasury Bond 2,619,187 5.9
Comcast Cable Communications,
8.375%, 5/01/07 1,224,291 2.8
Royal Caribbean Cruises, Ltd.,
7.50%, 10/15/27 1,064,322 2.4
St. George Bank, Ltd., 7.15%, 10/15/05 1,033,100 2.3
Long Island Saving Bank, 7.00%, 6/13/02 1,018,410 2.3
Enterprise Rent A Car USA Finance Co.,
6.95%, 3/01/04 1,013,667 2.3
Time Warner, Inc., 9.125%, 1/15/13 838,285 1.9
$ 26,268,398 59.3%
MAJOR PORTFOLIO CHANGES
SIX MONTHS ENDED APRIL 30, 1998
_______________________________________________________________________________
SHARES OR PRINCIPAL
------------------------------------
HOLDINGS
PURCHASES BOUGHT 4/30/98
- -------------------------------------------------------------------------------
BankAmerica Corp. 5,000 5,000
Bristol-Myers Squibb Co. 5,500 5,500
Government National Mortgage
Association, 7.00%, 7/15/27 $392,000 $392,000
Government National Mortgage
Association, 7.00%, 2/15/28 $992,000 $992,000
Government National Mortgage
Association, 7.50%, 6/15/27 $1,610,000 $1,610,000
Home Depot, Inc. 4,000 4,000
Scripps E.W. Co. Cl.A 6,000 6,000
Time Warner, Inc., 9.125%,1/15/13 $700,000 $700,000
U.S. Treasury Bond, 6.125%, 11/15/27 $2,560,000 $2,560,000
U.S. Treasury Note, 6.875%, 5/15/06 $1,755,000 $1,755,000
HOLDINGS
SALES SOLD 4/30/98
- -------------------------------------------------------------------------------
Deutsche Bank Financial, Inc.,
6.70%,12/13/06 $900,000 -0-
Federal Home Loan Bank, 7.00%, 9/01/11 $1,458,000 -0-
Goldman Sachs Group LP, 7.20%, 11/01/06 $1,000,000 -0-
Premier Auto Trust Cl.A5,
7.15%, 2/04/99 $572,000 -0-
Quebec Province Canada, 7.125%, 2/09/24 $950,000 -0-
Time Warner Entertainment Co., 8.375%, 3/15/23$900,000 -0-
U.S. Treasury Bond, 6.625%, 2/15/27 $1,595,000 -0-
U.S. Treasury Note, 6.00%, 8/15/00 $1,275,000 $350,000
U.S. Treasury Note, 6.375%, 5/15/99 $875,000 $2,700,000
U.S. Treasury Note, 6.50%, 5/31/02 $450,000 $1,865,000
9
INDUSTRY DIVERSIFICATION
APRIL 30, 1998 ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
PERCENT OF
U.S. $VALUE NET ASSETS
- -------------------------------------------------------------------------------
Basic Industries $ 299,976 0.7%
Capital Goods 393,750 0.9
Consumer Manufacturing 382,021 0.9
Consumer Services 3,203,487 7.2
Consumer Staples 1,896,828 4.3
Energy 1,008,423 2.3
Finance 3,481,062 7.9
Healthcare 1,786,294 4.0
Multi Industry 526,521 1.2
Technology 2,327,294 5.2
Utilities 701,631 1.6
U.S. Government & Agencies 20,076,323 45.3
Corporate Debt Obligations 4,094,653 9.2
Yankee Bonds 2,097,422 4.7
Total Investments* 42,275,685 95.4
Cash and receivables, net
of liabilities 2,032,318 4.6
Net Assets $ 44,308,003 100.0%
* Excludes short-term obligations.
10
PORTFOLIO OF INVESTMENTS
APRIL 30, 1998 ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
COMPANY SHARES U.S. $ VALUE
- -------------------------------------------------------------------------
COMMON STOCKS & OTHER INVESTMENTS-74.9%
UNITED STATES INVESTMENTS-54.1%
CONSUMER SERVICES-12.7%
BROADCASTING & CABLE-4.6%
Cox Communications, Inc. Cl.A (a) 35,000 $ 1,561,875
Scripps E.W. Co. Cl.A 30,000 1,700,625
Tele-Communications, Inc. -
Liberty Media Group Cl.A (a) 60,000 1,991,250
------------
5,253,750
ENTERTAINMENT & LEISURE-4.4%
Harley-Davidson, Inc. 70,000 2,520,000
Walt Disney Co. 20,000 2,486,250
------------
5,006,250
RETAIL - GENERAL MERCHANDISE-3.7%
Dayton Hudson Corp. 25,000 2,182,812
Home Depot, Inc. 30,000 2,088,750
------------
4,271,562
------------
14,531,562
FINANCE-12.5%
BANKING - MONEY CENTER-4.2%
BankAmerica Corp. 25,000 2,125,000
Chase Manhattan Corp. 19,000 2,632,687
------------
4,757,687
BANKING - REGIONAL-1.0%
Banc One Corp. 20,000 1,176,250
BROKERAGE & MONEY MANAGEMENT-2.9%
Merrill Lynch & Co., Inc. 21,000 1,842,750
Morgan Stanley, Dean Witter and Co. 19,000 1,498,625
------------
3,341,375
INSURANCE-2.6%
American International Group, Inc. 12,000 1,578,750
Travelers Group, Inc. 22,500 1,376,719
------------
2,955,469
MISCELLANEOUS-1.8%
MBNA Corp. 60,000 2,032,500
------------
14,263,281
CONSUMER STAPLES-7.2%
COSMETICS-3.8%
Avon Products, Inc. 20,000 1,643,750
Gillette Co. 12,000 1,385,250
The Estee Lauder Co., Inc. Cl.A 20,000 1,328,750
------------
4,357,750
RETAIL - FOOD & DRUG-1.5%
Kroger Co. (a) 40,000 1,675,000
TOBACCO-1.9%
Philip Morris Cos., Inc. 60,000 2,238,750
------------
8,271,500
TECHNOLOGY-5.9%
COMMUNICATION EQUIPMENT-0.6%
Tellabs, Inc. (a) 10,000 708,750
COMPUTER HARDWARE-1.0%
Compaq Computer Corp. 40,000 1,122,500
COMPUTER SERVICES-0.9%
First Data Corp. 30,000 1,016,250
NETWORKING SOFTWARE-1.9%
Cisco Systems, Inc. (a) 30,000 2,197,500
11
PORTFOLIO OF INVESTMENTS (CONTINUED) ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
COMPANY SHARES U.S. $ VALUE
- -------------------------------------------------------------------------
SEMI-CONDUCTOR COMPONENTS-1.5%
Altera Corp. (a) 18,000 $ 729,000
Intel Corp. 12,000 969,750
------------
1,698,750
------------
6,743,750
HEALTH CARE-5.9%
DRUGS-5.0%
Bristol-Myers Squibb Co. 25,000 2,646,875
Merck & Co., Inc. 25,000 3,012,500
------------
5,659,375
MEDICAL PRODUCTS-0.9%
Medtronic, Inc. 20,000 1,052,500
------------
6,711,875
ENERGY-5.0%
DOMESTIC PRODUCERS-0.9%
Apache Corp. 30,000 1,061,250
OIL SERVICE-4.1%
Halliburton Co. 40,000 2,200,000
Noble Drilling Corp. (a) 75,000 2,423,438
------------
4,623,438
------------
5,684,688
UTILITIES-2.3%
TELEPHONE UTILITY-2.3%
WorldCom, Inc. (a) 60,000 2,566,875
MULTI INDUSTRY COMPANIES-1.3%
Tyco International, Ltd. 14,000 763,000
U.S. Industries, Inc. 25,000 678,125
------------
1,441,125
CAPITAL GOODS-1.0%
MISCELLANEOUS-1.0%
United Technologies Corp. 12,000 1,181,250
CONSUMER MANUFACTURING-0.3%
APPLIANCES-0.3%
Sunbeam Corp. 14,900 374,363
Total United States Investments
(cost $46,504,740) 61,770,269
FOREIGN INVESTMENTS-20.8%
BRAZIL-0.6%
Telecomunicacoes Brasilieras SA (ADR) 6,000 730,875
DENMARK-0.7%
Ratin Series B 4,000 768,652
FINLAND-2.4%
Nokia AB OY Corp.
Series A 30,000 2,015,937
Orion-Yhtymae OY Cl.B 25,000 775,713
------------
2,791,650
FRANCE-2.5%
Sanofi SA 4,000 485,111
SEITA 12,000 539,012
Total, SA Cl.B 9,000 1,070,537
Unibail, SA 5,018 717,930
------------
2,812,590
GERMANY-1.0%
Adidas AG 3,000 497,339
ProSieben Media AG pfd. 12,000 618,540
------------
1,115,879
HONG KONG-0.8%
Cheung Kong Holdings, Ltd. 50,000 332,429
Dickson Concepts International, Ltd. 70,000 96,695
Hutchison Whampoa, Ltd. 20,000 123,677
Sun Hung Kai Properties, Ltd. 60,000 356,313
------------
909,114
12
ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
SHARES OR
PRINCIPAL
AMOUNT
COMPANY (000) U.S. $ VALUE
- -------------------------------------------------------------------------------
JAPAN-3.4%
Canon, Inc. 16,000 $ 378,419
Daiwa Securities Co., Ltd. 90,000 340,033
Fuji Photo Film Co. 12,000 427,082
Honda Motor Co. 12,000 435,243
Japan Tobacco, Inc. 50 357,791
Nintendo Corp., Ltd. 5,000 458,667
Rohm Co. 8,000 903,128
Yamanouchi Pharmaceutical Co., Ltd. 25,000 591,280
------------
3,891,643
MEXICO-0.4%
Coca-Cola Femsa SA (ADS) 30,000 510,000
NETHERLANDS-2.9%
AKZO Nobel NV 6,000 1,219,247
ASM Lithography Holding NV 9,000 816,643
ING Groep NV 20,000 1,295,975
------------
3,331,865
SPAIN-0.4%
Telefonica de Espana 10,000 417,597
Telefonica rights,
expiring 5/07/98 (a) 10,000 7,879
------------
425,476
SWEDEN-0.5%
Ericsson LM Telecom
Series B 10,000 526,995
SWITZERLAND-3.1%
Ciba Specialty Chemicals AG 5,000 604,798
Nestle, SA 600 1,163,612
Novartis AG 500 826,391
Zurich Versicherungsgesellschaft 1,500 913,696
------------
3,508,497
UNITED KINGDOM-2.1%
BPB Plc 90,000 $612,710
Compass Group Plc 60,000 1,038,746
Tomkins Plc 75,000 441,593
United News Media Plc 25,000 339,140
------------
2,432,189
Total Foreign Investments
(cost $19,779,432) 23,755,425
Total Common Stocks & Other Investments
(cost $66,284,172) 85,525,694
DEBT OBLIGATIONS-17.4%
U.S. GOVERNMENT & AGENCY OBLIGATIONS-14.0%
Federal Home Loan Bank
7.00%, 9/01/11 $ 849 868,075
Federal National Mortgage Association
6.50%, 1/01/11 84 84,636
6.50%, 5/01/11 1,655 1,662,841
7.00%, 5/01/26 951 961,215
Government National Mortgage Association
7.00%, 2/15/28 1,092 1,105,167
7.50%, 6/15/27 1,707 1,754,296
U.S. Treasury Bond
6.125%, 11/15/27 2,365 2,419,679
U.S. Treasury Notes
6.00%, 8/15/00 1,850 1,865,022
6.375%, 5/15/99 1,015 1,022,775
6.50%, 8/31/01 2,175 2,229,723
6.50%, 5/31/02 1,825 1,878,892
6.875%, 5/15/06 130 139,181
------------
15,991,502
13
PORTFOLIO OF INVESTMENTS (CONTINUED) ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
PRINCIPAL
AMOUNT
(000) U.S. $ VALUE
- -------------------------------------------------------------------------------
CORPORATE DEBT OBLIGATIONS-2.3%
FINANCIAL-0.9%
Credit Suisse First Boston
6.50%, 5/01/08 (b) $ 500 $ 497,350
Lehman Brothers, Inc.
6.50%, 4/15/08 600 596,502
------------
1,093,852
INDUSTRIAL-1.4%
Beckman Instruments, Inc.
7.45%, 3/04/08 (b) 385 386,400
Coltec Industries, Inc.
7.50%, 4/15/08 (b) 420 415,800
Time Warner, Inc.
9.125%, 1/15/13 625 748,469
------------
1,550,669
------------
2,644,521
YANKEE BOND-1.1%
Corporacion Andina De Fomento
7.10%, 2/01/03 600 609,279
Fuji LLC
9.87%, 12/31/49 (b) 400 $379,706
NTL, Inc.
Zero Coupon, 4/01/08 (b) 350 225,750
------------
1,214,735
Total Debt Obligations
(cost $19,709,221) 19,850,758
SHORT-TERM INVESTMENT-5.7%
Federal Home Loan Mortgage Corp.
5.45%, 5/01/98
(amortized cost $6,500,000) 6,500 6,500,000
TOTAL INVESTMENTS -98.0%
(cost $92,493,393) 111,876,452
Other assets less liabilities-2.0% 2,299,336
NET ASSETS-100% $ 114,175,788
(a) Non-income producing security.
(b) Securities are exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At April 30, 1998,
these securities amounted to $1,905,006 or 1.7% of net assets.
Glossary:
ADR - American Depositary Receipt
ADS - American Depositary Shares
See notes to financial statements.
14
PORTFOLIO OF INVESTMENTS
APRIL 30, 1998 ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
COMPANY SHARES U.S. $ VALUE
- -------------------------------------------------------------------------
COMMON STOCKS & OTHER INVESTMENTS-36.1%
UNITED STATES INVESTMENTS-25.5%
FINANCE-6.2%
BANKING - MONEY CENTER-1.9%
BankAmerica Corp. 5,000 $ 425,000
Chase Manhattan Corp. 3,000 415,687
------------
840,687
BANKING - REGIONAL-0.4%
Banc One Corp. 3,000 176,438
BROKERAGE & MONEY MANAGEMENT-1.4%
Merrill Lynch & Co., Inc. 4,500 394,875
Morgan Stanley, Dean Witter and Co. 3,000 236,625
------------
631,500
INSURANCE-1.5%
American International Group, Inc. 3,000 394,687
Travelers Group, Inc. 4,500 275,344
------------
670,031
MISCELLANEOUS-1.0%
MBNA Corp. 12,375 419,203
------------
2,737,859
CONSUMER SERVICES-5.3%
BROADCASTING & CABLE-2.1%
Cox Communications, Inc. Cl.A (a) 7,000 312,375
Scripps E.W. Co. Cl.A 6,000 340,125
Tele-Communications, Inc. -
Liberty Media Group Cl.A (a) 8,000 265,500
------------
918,000
ENTERTAINMENT & LEISURE-1.8%
Harley-Davidson, Inc. 12,000 432,000
Walt Disney Co. 3,000 372,937
------------
804,937
RETAIL - GENERAL MERCHANDISE-1.4%
Dayton Hudson Corp. 4,000 349,250
Home Depot, Inc. 4,000 278,500
------------
627,750
------------
2,350,687
CONSUMER STAPLES-3.2%
COSMETICS-1.7%
Avon Products, Inc. 4,000 328,750
Gillette Co. 2,000 230,875
The Estee Lauder Co., Inc. Cl.A 3,000 199,312
------------
758,937
RETAIL - FOOD & DRUG-0.7%
Kroger Co. (a) 7,000 293,125
TOBACCO-0.8%
Philip Morris Cos., Inc. 10,000 373,125
------------
1,425,187
TECHNOLOGY-3.1%
COMMUNICATION EQUIPMENT-0.5%
Tellabs, Inc. (a) 3,000 212,625
COMPUTER HARDWARE-0.5%
Compaq Computer Corp. 8,000 224,500
COMPUTER SERVICES-0.5%
First Data Corp. 6,000 203,250
NETWORKING SOFTWARE-0.8%
Cisco Systems, Inc. (a) 5,000 366,250
15
PORTFOLIO OF INVESTMENTS (CONTINUED) ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
COMPANY SHARES U.S. $ VALUE
- -------------------------------------------------------------------------
SEMI-CONDUCTOR COMPONENTS-0.8%
Altera Corp. (a) 4,800 $ 194,400
Intel Corp. 2,000 161,625
------------
356,025
------------
1,362,650
HEALTH CARE-2.9%
DRUGS-2.4%
Bristol-Myers Squibb Co. 5,500 582,313
Merck & Co., Inc. 4,000 482,000
------------
1,064,313
MEDICAL PRODUCTS-0.5%
Medtronic, Inc. 4,000 210,500
------------
1,274,813
ENERGY-1.9%
DOMESTIC PRODUCERS-0.4%
Apache Corp. 5,000 176,875
OIL SERVICE-1.5%
Halliburton Co. 6,000 330,000
Noble Drilling Corp. (a) 10,000 323,125
------------
653,125
------------
830,000
UTILITIES-0.9%
TELEPHONE UTILITY-0.9%
WorldCom, Inc. (a) 10,000 427,813
MULTI INDUSTRY COMPANIES-0.9%
Tyco International, Ltd. 4,000 218,000
U.S. Industries, Inc. 7,000 189,875
------------
407,875
CAPITAL GOODS-0.9%
MISCELLANEOUS-0.9%
United Technologies Corp. 4,000 393,750
CONSUMER MANUFACTURING-0.2%
APPLIANCES-0.2%
Sunbeam Corp. 4,100 103,013
Total United States Investments
(cost $8,326,633) 11,313,647
FOREIGN INVESTMENTS-10.6%
BRAZIL-0.3%
Telecomunicacoes Brasilieras SA (ADR) 1,200 146,175
DENMARK-0.4%
Ratin Series B 1,000 192,163
FINLAND-1.2%
Nokia AB OY Corp.
Series A 6,000 403,187
Orion-Yhtymae OY Cl.B 4,200 130,320
------------
533,507
FRANCE-1.2%
Sanofi SA 1,000 121,278
SEITA 2,000 89,835
Total, SA Cl.B 1,500 178,423
Unibail, SA 1,002 143,357
------------
532,893
GERMANY-0.5%
Adidas AG 700 116,046
ProSieben Media AG pfd. 2,000 103,090
------------
219,136
HONG KONG-0.3%
Cheung Kong Holdings, Ltd. 8,000 53,189
Dickson Concepts
International, Ltd. 12,000 16,576
Hutchison Whampoa, Ltd. 3,000 18,552
Sun Hung Kai Properties, Ltd. 10,000 59,385
------------
147,702
16
ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
SHARES OR
PRINCIPAL
AMOUNT
COMPANY (000) U.S. $ VALUE
- -------------------------------------------------------------------------
JAPAN-1.5%
Canon, Inc. 3,000 $ 70,953
Daiwa Securities Co., Ltd. 12,000 45,338
Fuji Photo Film Co. 2,000 71,180
Honda Motor Co. 3,000 108,811
Japan Tobacco, Inc. 12 85,870
Nintendo Corp., Ltd. 1,000 91,733
Rohm Co. 1,000 112,891
Yamanouchi Pharmaceutical Co., Ltd. 4,000 94,605
------------
681,381
MEXICO-0.2%
Coca-Cola Femsa SA (ADS) 6,000 102,000
NETHERLANDS-1.7%
AKZO Nobel NV 1,000 203,208
ASM Lithography Holding NV 3,000 272,214
Internationale Nederlanden Groep NV 4,000 259,195
------------
734,617
SPAIN-0.3%
Telefonica de Espana 3,000 125,279
Telefonica rights,
expiring 5/07/98 (a) 3,000 2,364
------------
127,643
SWEDEN-0.3%
Ericsson LM Telecom
Series B 2,000 105,399
SWITZERLAND-1.5%
Ciba Specialty Chemicals AG 800 96,768
Nestle, SA 100 193,936
Novartis AG 100 165,278
Zurich Versicherungsgesellschaft 300 182,739
------------
638,721
UNITED KINGDOM-1.2%
BPB Plc 25,000 170,197
Compass Group Plc 12,000 207,749
Tomkins Plc 17,000 100,094
United News Media Plc 4,000 54,263
------------
532,303
Total Foreign Investments
(cost $3,821,558) 4,693,640
Total Common Stocks & Other Investments
(cost $12,148,191) 16,007,287
DEBT OBLIGATIONS-59.3%
U.S. GOVERNMENT & AGENCY OBLIGATIONS-45.3%
Federal National Mortgage Association
6.50%, 6/01/11 $2,887 2,900,795
6.50%, 6/01/11 475 477,326
7.00%, 5/01/26 1,426 1,441,823
Government National Mortgage Association
7.00%, 7/15/27 392 397,694
7.00%, 2/15/28 992 1,004,046
7.50%, 6/15/27 1,610 1,654,050
U.S. Treasury Bond
6.125%, 11/15/27 2,560 2,619,187
U.S. Treasury Notes
6.00%, 8/15/00 350 352,842
6.25%, 4/30/01 925 940,466
6.375%, 5/15/99 2,700 2,720,682
6.50%, 8/31/01 1,725 1,768,401
6.50%, 5/31/02 1,865 1,920,073
6.875%, 5/15/06 1,755 1,878,938
------------
20,076,323
CORPORATE DEBT OBLIGATIONS-9.2%
BANKING-2.3%
Long Island Savings Bank
7.00%, 6/13/02 1,000 1,018,410
17
PORTFOLIO OF INVESTMENTS (CONTINUED) ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
PRINCIPAL
AMOUNT
(000) U.S. $ VALUE
- -------------------------------------------------------------------------------
INDUSTRIAL-4.6%
Comcast Cable Communications
8.375%, 5/01/07 $1,100 $ 1,224,291
Time Warner, Inc.
9.125%, 1/15/13 700 838,285
------------
2,062,576
TRANSPORTATION-2.3%
Enterprise Rent A Car USA Finance Co.
6.95%, 3/01/04 (b) 1,000 1,013,667
------------
4,094,653
YANKEE BONDS-4.8%
Royal Caribbean Cruises, Ltd.
7.50%, 10/15/27 1,050 1,064,322
St. George Bank, Ltd.
7.15%, 10/15/05 (b) 1,000 1,033,100
------------
2,097,422
Total Debt Obligations
(cost $25,915,754) 26,268,398
SHORT-TERM INVESTMENT-2.9%
Federal Home Loan Mortgage Corp.
5.45%, 5/01/98
(amortized cost $1,300,000) 1,300 1,300,000
TOTAL INVESTMENTS -98.3%
(cost $39,363,945) 43,575,685
Other assets less liabilities-1.7% 732,318
NET ASSETS-100% $ 44,308,003
(a) Non-income producing security.
(b) Securities are exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At April 30, 1998,
these securities amounted to $2,046,767 or 4.6% of net assets.
Glossary:
ADR - American Depositary Receipt
ADS - American Depositary Shares
See notes to financial statements.
18
STATEMENTS OF ASSETS AND LIABILITIES ALLIANCE GROWTH INVESTORS AND
APRIL 30, 1998 CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
GROWTH CONSERVATIVE
INVESTORS FUND INVESTORS FUND
-------------- --------------
ASSETS
Investments in securities, at value (cost
$92,493,393 and $39,363,945, respectively) $ 111,876,452 $ 43,575,685
Foreign cash, at value (cost $1,905,323 and
$320,225, respectively) 1,905,334 320,225
Cash 22,100 17,472
Receivable for investment securities and
foreign currency sold 2,879,561 373,760
Receivable for shares of beneficial
interest sold 519,644 146,448
Interest and dividends receivable 358,228 433,995
Foreign taxes receivable 25,764 4,212
Total assets 117,587,083 44,871,797
LIABILITIES
Payable for investment securities and foreign
currency purchased 2,691,081 251,115
Payable for shares of beneficial interest
redeemed 421,128 114,536
Distribution fee payable 74,706 29,907
Advisory fee payable 70,196 57,687
Accrued expenses 154,184 110,549
Total liabilities 3,411,295 563,794
NET ASSETS $ 114,175,788 $ 44,308,003
COMPOSITION OF NET ASSETS
Shares of beneficial interest, at par $ 76 $ 37
Additional paid-in capital 89,743,081 38,927,732
Undistributed net investment income 145,372 152,080
Accumulated net realized gain on investments,
futures contracts and foreign currency
transactions 4,928,030 1,019,294
Net unrealized appreciation of investments
and foreign currency denominated assets
and liabilities 19,359,229 4,208,860
$ 114,175,788 $ 44,308,003
CALCULATION OF MAXIMUM OFFERING PRICE
CLASS A SHARES
Net asset value and redemption price per share
($33,222,216/2,201,864 and $11,714,630/
978,982 shares of beneficial interest issued
and outstanding, respectively) $15.09 $11.97
Sales charge--4.25% of public offering price .67 .53
Maximum offering price $15.76 $12.50
CLASS B SHARES
Net asset value and offering price per share
($72,617,870/4,803,585 and $28,431,858/
2,332,248 shares of beneficial interest
issued and outstanding, respectively) $15.12 $12.19
CLASS C SHARES
Net asset value and offering price per share
($8,335,702/551,099 and $4,161,515/341,378
shares of beneficial interest issued and
outstanding, respectively) $15.13 $12.19
See notes to financial statements.
19
STATEMENTS OF OPERATIONS ALLIANCE GROWTH INVESTORS AND
YEAR ENDED APRIL 30, 1998 CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
GROWTH CONSERVATIVE
INVESTORS FUND INVESTORS FUND
-------------- --------------
INVESTMENT INCOME
Interest $ 1,574,537 $ 1,918,068
Dividends (net of foreign tax withheld of
$54,340 and $8,366, respectively) 941,208 177,630
Total income 2,515,745 2,095,698
EXPENSES
Advisory fee 788,159 332,496
Distribution fee - Class A 90,118 35,259
Distribution fee - Class B 679,834 285,077
Distribution fee - Class C 70,649 40,720
Custodian 214,644 178,280
Transfer agency 191,379 81,481
Audit and legal 60,631 52,173
Printing 54,558 11,187
Registration 33,320 22,222
Trustees' fees 26,677 27,283
Miscellaneous 4,573 8,698
Total expenses 2,214,542 1,074,876
Less: expenses waived and assumed by adviser
(See Note B) -0- (219,865)
Less: expense offset arrangement (See Note B) (15,723) (6,151)
Net expenses 2,198,819 848,860
Net investment income 316,926 1,246,838
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on investment transactions 15,060,041 3,545,876
Net realized loss on futures contracts (654,592) (158,434)
Net realized loss on foreign currency
transactions (167,905) (42,914)
Net change in unrealized appreciation
(depreciation) of:
Investments 10,662,782 2,462,169
Foreign currency denominated assets and
liabilities (18,715) (850)
Net gain on investments, futures contracts and
foreign currency transactions 24,881,611 5,805,847
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 25,198,537 $ 7,052,685
See notes to financial statements.
20
ALLIANCE GROWTH INVESTORS AND
STATEMENT OF CHANGES IN NET ASSETS CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
<TABLE>
<CAPTION>
GROWTH INVESTORS FUND CONSERVATIVE INVESTORS FUND
-------------------------------- --------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
APRIL 30, 1998 APRIL 30, 1997 APRIL 30, 1998 APRIL 30, 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
INCREASE IN NET ASSETS FROM OPERATIONS
Net investment income $ 316,926 $ 611,440 $ 1,246,838 $ 1,528,962
Net realized gain on investments,
futures contracts and foreign
currency transactions 14,237,544 2,985,209 3,344,528 593,982
Net change in unrealized appreciation
(depreciation) of investments,
futures contracts and foreign
currency denominated assets and
liabilities 10,644,067 2,361,782 2,461,319 1,321,406
Net increase in net assets from
operations 25,198,537 5,958,431 7,052,685 3,444,350
DIVIDENDS AND DISTRIBUTIONS
TO SHAREHOLDERS FROM:
Net investment income
Class A (316,225) (345,352) (410,778) (516,046)
Class B (90,880) (444,447) (759,381) (967,390)
Class C (9,212) (43,458) (109,342) (154,474)
Net realized gain on investments
Class A (2,631,810) (3,066,309) (787,612) (278,463)
Class B (6,052,618) (7,140,766) (1,864,487) (644,643)
Class C (613,482) (698,222) (269,390) (100,968)
TRANSACTIONS IN SHARES OF
BENEFICIAL INTEREST
Net increase (decrease) 3,496,273 4,473,662 (2,590,456) (8,201,003)
Total increase (decrease) 18,980,583 (1,306,461) 261,239 (7,418,637)
NET ASSETS
Beginning of year 95,195,205 96,501,666 44,046,764 51,465,401
End of year (including undistributed
net investment income of $145,372,
$379,445, $152,080 and $216,263,
respectively) $ 114,175,788 $ 95,195,205 $ 44,308,003 $ 44,046,764
</TABLE>
See notes to financial statements.
21
NOTES TO FINANCIAL STATEMENTS ALLIANCE GROWTH INVESTORS AND
APRIL 30, 1998 CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Growth Investors Fund and Conservative Investors Fund (the "Funds"),
two series of The Alliance Portfolios (the "Trust"), are registered under the
Investment Company Act of 1940 as diversified, open-end investment companies.
The Funds offer Class A, Class B and Class C shares. Class A shares are sold
with a front-end sales charge of up to 4.25% for purchases not exceeding
$1,000,000. With respect to purchases of $1,000,000 or more, Class A shares
redeemed within one year of purchase will be subject to a contingent deferred
sales charge of 1%. Class B shares are currently sold with a contingent
deferred sales charge which declines from 4% to zero depending on the period of
time the shares are held. Shares purchased before August 2, 1993 and redeemed
within six years of purchase are subject to different rates than shares
purchased after that date. Class B shares purchased on or after August 2, 1993
and held for a period ending eight years after the end of the calendar month of
purchase will convert to Class A shares. Class C shares are subject to a
contingent deferred sales charge of 1% on redemptions made within the first
year after purchase. All three classes of shares have identical voting,
dividend, liquidation and other rights, except that each class bears different
distribution expenses and has exclusive voting rights with respect to its
distribution plan. The financial statements have been prepared in conformity
with generally accepted accounting principles which require management to make
certain estimates and assumptions that affect the reported amounts of assets
and liabilities in the financial statements and amounts of income and expenses
during the reporting period. Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed by the
Funds.
1. SECURITY VALUATION
Portfolio securities traded on a national securities exchange or on a foreign
securities exchange (other than foreign securities exchanges whose operations
are similar to those of the United States over-the-counter market) are
generally valued at the last reported sales price or if no sale occurred, at
the mean of the closing bid and asked prices on that day. Readily marketable
securities traded in the over-the-counter market, securities listed on a
foreign securities exchange whose operations are similar to the U.S.
over-the-counter market, and securities listed on a national securities
exchange whose primary market is believed to be over-the-counter, are valued at
the mean of the current bid and asked price. U.S. government and fixed income
securities which mature in 60 days or less are valued at amortized cost, unless
this method does not represent fair value. Securities for which current market
quotations are not readily available are valued at their fair value as
determined in good faith by, or in accordance with procedures adopted by, the
Board of Trustees. Fixed income securities may be valued on the basis of prices
obtained from a pricing service when such prices are believed to reflect the
fair market value of such securities.
2. CURRENCY TRANSLATION
Assets and liabilities denominated in foreign currencies and commitments under
forward exchange currency contracts are translated into U.S. dollars at the
mean of the quoted bid and asked price of such currencies against the U.S.
dollar. Purchases and sales of portfolio securities are translated into U.S.
dollars at the rates of exchange prevailing when such securities were acquired
or sold. Income and expenses are translated into U.S. dollars at rates of
exchange prevailing when accrued.
Net realized foreign currency gains and losses represent foreign exchange gains
and losses from sales and maturities of debt securities and foreign exchange
currency contracts, currency gains and losses realized between the trade and
settlement dates on security transactions and the difference between the
amounts of interest recorded on the Funds' books and the U.S. dollar equivalent
amounts actually received or paid. The Funds do not isolate the effect of
fluctuations in foreign currency exchange rates when determining the gain or
loss upon the sale of equity securities. Net currency gains and losses from
valuing foreign currency denominated assets and liabilities at period end
exchange rates are reflected as a component of net unrealized appreciation of
investments and foreign currency denominated assets and liabilities.
3. TAXES
It is each Fund's policy to meet the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute all of its
investment
22
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
company taxable income and net realized gains, if any, to shareholders.
Therefore, no provisions for federal income or excise taxes are required.
4. INVESTMENT INCOME AND INVESTMENT TRANSACTIONS
Dividend income is recorded on the ex-dividend date. Interest income is accrued
daily. Investment transactions are accounted for on the date securities are
purchased or sold. The Funds accrete discounts and amortize premiums as
adjustments to interest income. Investment gains and losses are determined on
the identified cost basis.
5. INCOME AND EXPENSES
All income earned and expenses incurred by the Funds are borne on a pro-rata
basis by each outstanding class of shares, based on the proportionate interest
in each Fund represented by the net assets of such class, except that each
Fund's Class B and Class C shares bear higher distribution and in the case of
Class B higher transfer agent fees than Class A shares. Expenses of the Trust
are charged to each Fund in proportion to net assets.
6. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded on the ex-dividend
date.
Income dividends and capital gains distributions are determined in accordance
with federal tax regulations and may differ from those determined in accordance
with generally accepted accounting principles. To the extent these differences
are permanent, such amounts are reclassified within the capital accounts based
on their federal tax basis treatment; temporary differences, do not require
such reclassification. During the current fiscal year, permanent differences,
primarily due to foreign currency transactions and passive foreign investment,
resulted in a net decrease in undistributed net investment income and an
increase in accumulated net realized gain on investments, future contracts and
foreign currency transactions. This reclassification had no effect on net
assets.
NOTE B: ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Under the terms of an investment advisory agreement, the Funds pay Alliance
Capital Management L.P. (the "Adviser"), an advisory fee at an annual rate of
.75% of each Fund's average daily net assets. Such fee is accrued daily and
paid monthly. The Adviser has agreed to voluntarily waive its fees and bear
certain expenses so that total expenses do not exceed on an annual basis 1.40%,
2.10% and 2.10% of average net assets, respectively, for the Class A, Class B
and Class C shares of the Conservative Investors Fund. For the year ended April
30, 1998, such reimbursement amounted to $219,865 for the Conservative
Investors Fund.
The Funds compensate Alliance Fund Services, Inc., a wholly-owned subsidiary of
the Adviser, under a Transfer Agency Agreement for providing personnel and
facilities to perform transfer agency services for the Funds. Such compensation
amounted to $129,397 and $48,566 for the Growth Investors Fund and Conservative
Investors Fund, respectively, for the year ended April 30, 1998.
In addition, for the year ended April 30, 1998, the Funds' expenses were
reduced by $15,723 and $6,151 for the Growth Investors Fund and the
Conservative Investors Fund, respectively, under expense offset arrangements
with Alliance Fund Services. Transfer Agency fees reported in the Statements of
Operations exclude these credits.
Alliance Fund Distributors, Inc., (the "Distributor"), a wholly-owned
subsidiary of the Adviser, serves as the Distributor of each Fund's shares. The
Distributor received front-end sales charges of $901 from the sales of Class A
shares and $5,511, $77,308 and $3,089 in contingent deferred sales charges
imposed upon redemptions by shareholders of Class A, Class B and Class C
shares, respectively, for the year ended April 30, 1998 for the Growth
Investors Fund. The Distributor also received front-end sales charges of $1,084
from the sales of Class A shares and $1,568, $53,864 and $2,405 in contingent
deferred sales charges imposed upon redemptions by shareholders of Class A,
Class B and Class C shares, respectively, for the year ended April 30, 1998 for
the Conservative Investors Fund.
Brokerage commissions paid on investment transactions for the year ended April
30, 1998 amounted to $342,009 and $61,480 for the Growth Investors and
Conservative Investors Funds, respectively, none of which was paid to
23
ALLIANCE GROWTH INVESTORS AND
NOTES TO FINANCIAL STATEMENTS (CONTINUED) CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
Donaldson, Lufkin & Jenrette Securities Corp., an affiliate of the Adviser.
Accrued expenses includes amounts owed to two of the Trustees under a deferred
compensation plan of $45,924 and $16,169 for the Growth Investors and
Conservative Investors Funds, respectively.
NOTE C: DISTRIBUTION PLANS
The Funds have adopted a Plan for each class of shares of the Funds pursuant to
Rule 12b-1 under the Investment Company Act of 1940 (each a "Plan" and
collectively the "Plans"). Under the Plans, the Funds pay a distribution fee to
the Distributor at an annual rate of up to .50% of each Fund's average daily
net assets attributable to the Class A shares and 1% of the average daily net
assets attributable to both Class B and Class C shares. The fees are accrued
daily and paid monthly. The Trustees currently limit payments under the Class A
plan to .30% of each Fund's average daily net assets attributable to Class A
shares. The Plans provide that the Distributor will use such payments in their
entirety for distribution assistance and promotional activities.
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
the Distributor under the Plans is to compensate the Distributor for its
distribution services with respect to the sale of each Fund's shares. Since the
Distributor's compensation is not directly tied to its expenses, the amount of
compensation received by it under the Plan 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, no distribution
services fees (other than current amounts accrued but not yet paid) would be
owed by the Funds to the Distributor with respect to the relevant class.
The Plans also provide that the Adviser may use its own resources to finance
the distribution of each Fund's shares.
NOTE D: INVESTMENT TRANSACTIONS
Purchases and sales of investment securities (excluding short-term investments
and U.S. government securities) for the Growth Investors Fund aggregated
$110,067,088 and $113,670,222, respectively, for the year ended April 30, 1998.
There were purchases of $27,607,255 and sales of $28,147,457 of U.S. government
and government agency securities for the year ended April 30, 1998. At April
30, 1998, the cost of investments for federal income tax purposes for the
Growth Investors Fund was substantially the same as the cost for financial
reporting purposes. Accordingly, gross unrealized appreciation of investments
was $20,803,599 and gross unrealized depreciation of investments was $1,420,540
resulting in net unrealized appreciation of $19,383,059 excluding foreign
currency transactions.
Purchases and sales of investment securities (excluding short-term investments
and U.S. government securities) for the Conservative Investors Fund aggregated
$26,360,649 and $26,090,997, respectively, for the year ended April 30, 1998.
There were purchases of $32,331,229 and sales of $36,010,742, of U.S.
government and government agency obligations for the year ended April 30, 1998.
At April 30, 1998, the cost of investments for federal income tax purposes for
the Conservative Investors Fund was substantially the same as the cost for
financial reporting purposes. Accordingly, gross unrealized appreciation of
investments was $4,476,314 and gross unrealized depreciation of investments was
$264,574 resulting in net unrealized appreciation of $4,211,740 excluding
foreign currency transactions.
The Alliance Growth Investors and Conservative Investors Funds incurred and
elected to defer post October currency losses of $116,818 and $26,532,
respectively, for the year ended April 30, 1998. To the extent that any post
October loss is used to offset future capital gains, it is probable that these
gains will not be distributed to shareholders.
24
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
1. FORWARD EXCHANGE CURRENCY CONTRACTS
The Growth Investors and Conservative Investors Funds enter into forward
exchange currency contracts in order to hedge exposure to changes in foreign
currency exchange rates on foreign portfolio holdings. A forward exchange
currency contract is a commitment to purchase or sell a foreign currency at a
future date at a negotiated forward rate. The gain or loss arising from the
difference between the original contracts and the closing of such contracts is
included in net realized gain or loss on foreign currency transactions.
Fluctuations in the value of forward exchange currency contracts held are
recorded for financial reporting purposes as unrealized gains or losses by the
Funds.
The Funds' custodian will place and maintain cash not available for investment
or other liquid assets in a separate account of the Funds having a value equal
to the aggregate amount of the Funds' commitments under forward exchange
currency contracts entered into with respect to position hedges.
Risks may arise from the potential inability of a counterparty to meet the
terms of a contract and from unanticipated movements in the value of a foreign
currency relative to the U.S. dollar. The face or contract amount, in U.S.
dollars, reflects the total exposure the Funds have in that particular currency
contract.
At April 30, 1998, there were no outstanding forward exchange currency
contracts for the Growth Investors Fund and the Conservative Investors Fund.
2. FINANCIAL FUTURES CONTRACTS
The Funds may buy or sell financial futures contracts for the purpose of
hedging their portfolios against adverse affects of anticipated movements in
the market. The Funds bear the market risk that arises from changes in the
value of these financial instruments. The Fund's activities in domestic futures
contracts are conducted through regulated exchanges which do not result in
counterparty credit risk.
At the time the Funds enter into a futures contract, each Fund deposits and
maintains with their custodian as collateral an initial margin as required by
the exchange on which the transaction is effected. Pursuant to the contract,
the Funds agree to receive from or pay to the broker an amount of cash equal to
the daily fluctuation in the value of the contract.
Such receipts or payments are known as variation margin and are recorded by the
Funds as unrealized gains or losses. When the contract is closed, the Funds
record a realized gain or loss equal to the difference between the value of the
contract at the time it was opened and the time it was closed. At April 30,
1998, the Funds had no outstanding futures contracts.
NOTE E: SHARES OF BENEFICIAL INTEREST
There is an unlimited number of $0.00001 par value shares of beneficial
interest authorized, divided into three classes, designated Class A, Class B
and Class C shares for both Funds. Transactions in shares of beneficial
interest were as follows:
ALLIANCE GROWTH INVESTORS FUND
SHARES AMOUNT
--------------------------- ------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
APRIL 30, APRIL 30, APRIL 30, APRIL 30,
1998 1997 1998 1997
------------ ------------ -------------- --------------
CLASS A
Shares sold 224,299 416,498 $ 3,232,642 $ 5,723,360
Shares issued in
reinvestment of
dividends and
distributions 216,972 255,265 2,877,051 3,305,692
Shares converted
from Class B 117,685 88,258 1,696,586 1,193,716
Shares redeemed (449,023) (842,362) (6,467,086) (11,968,491)
Net increase
(decrease) 109,933 (82,341) $ 1,339,193 $ (1,745,723)
25
ALLIANCE GROWTH INVESTORS AND
NOTES TO FINANCIAL STATEMENTS (CONTINUED) CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
ALLIANCE GROWTH INVESTORS FUND
SHARES AMOUNT
--------------------------- ------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
APRIL 30, APRIL 30, APRIL 30, APRIL 30,
1998 1997 1998 1997
------------ ------------ -------------- --------------
CLASS B
Shares sold 658,517 772,493 $ 9,583,213 $ 10,626,034
Shares issued in
reinvestment of
dividends and
distributions 453,712 564,549 6,043,860 7,322,203
Shares converted
to Class A (117,679) (88,353) (1,696,586) (1,193,716)
Shares redeemed (897,932) (802,824) (12,997,170) (11,040,599)
Net increase 96,618 445,865 $ 933,317 $ 5,713,922
CLASS C
Shares sold 192,391 187,433 $ 2,775,334 $ 2,572,550
Shares issued in
reinvestment of
dividends and
distributions 46,021 51,785 613,462 672,170
Shares redeemed (147,143) (199,231) (2,165,033) (2,739,257)
Net increase 91,269 39,987 $ 1,223,763 $ 505,463
ALLIANCE CONSERVATIVE INVESTORS FUND
SHARES AMOUNT
--------------------------- ------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
APRIL 30, APRIL 30, APRIL 30, APRIL 30,
1998 1997 1998 1997
------------ ------------ -------------- --------------
CLASS A
Shares sold 89,645 155,230 $ 1,062,839 $ 1,741,912
Shares issued in
reinvestment of
dividends and
distributions 99,918 66,216 1,132,237 747,524
Shares converted
from Class B 63,018 41,333 754,998 468,493
Shares redeemed (322,476) (484,981) (3,841,307) (5,464,450)
Net decrease (69,895) (222,202) $(891,233) $(2,506,521)
CLASS B
Shares sold 460,037 378,962 $ 5,586,632 $ 4,341,413
Shares issued in
reinvestment of
dividends and
distributions 214,784 130,177 2,476,221 1,495,849
Shares converted
to Class A (62,011) (40,723) (754,998) (468,493)
Shares redeemed (721,523) (856,038) (8,753,508) (9,795,661)
Net decrease (108,713) (387,622) $ (1,445,653) $ (4,426,892)
CLASS C
Shares sold 82,073 98,699 $ 988,763 $ 1,120,987
Shares issued in
reinvestment of
dividends and
distributions 31,107 20,142 358,640 231,457
Shares redeemed (132,931) (228,588) (1,600,973) (2,620,034)
Net decrease (19,751) (109,747) $ (253,570) $ (1,267,590)
26
FINANCIAL HIGHLIGHTS ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
YEAR
<TABLE>
<CAPTION>
CLASS A
-----------------------------------------------------------------
YEAR ENDED APRIL 30,
-----------------------------------------------------------------
1998 1997 1996 1995 1994
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $13.12 $14.08 $12.08 $11.61 $11.35
INCOME FROM INVESTMENT OPERATIONS
Net investment income (a) .12(b) .16(b) .10 .25 .12
Net realized and unrealized gain on
investment transactions 3.34 .76 2.75 .38 .39
Net increase in net asset value from
operations 3.46 .92 2.85 .63 .51
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income (.16) (.19) (.26) (.15) (.11)
Distributions from net realized gains (1.33) (1.69) (.59) (.01) (.14)
Total dividends and distributions (1.49) (1.88) (.85) (.16) (.25)
Net asset value, end of year $15.09 $13.12 $14.08 $12.08 $11.61
TOTAL RETURN
Total investment return based on net
asset value (c) 27.96% 6.69% 23.87% 5.57% 4.46%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $33,222 $27,453 $30,608 $22,189 $16,759
Ratios to average net assets of:
Expenses, net of waivers/reimbursements 1.60%(d) 1.56%(d) 1.40% 1.40% 1.40%
Expenses, before waivers/reimbursements 1.60% 1.73% 1.65% 1.97% 2.33%
Net investment income .81% 1.14% 2.02% 2.32% 1.67%
Portfolio turnover rate 137% 133% 209% 134% 96%
</TABLE>
See footnote summary on page 32.
27
FINANCIAL HIGHLIGHTS (CONTINUED) ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
YEAR
<TABLE>
<CAPTION>
CLASS B
-----------------------------------------------------------------
YEAR ENDED APRIL 30,
-----------------------------------------------------------------
1998 1997 1996 1995 1994
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $13.11 $14.08 $12.09 $11.65 $11.41
INCOME FROM INVESTMENT OPERATIONS
Net investment income (a) .01(b) .06(b) .06 .17 .07
Net realized and unrealized gain on
investment transactions 3.35 .77 2.70 .38 .37
Net increase in net asset value from
operations 3.36 .83 2.76 .55 .44
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 year $15.12 $13.11 $14.08 $12.09 $11.65
TOTAL RETURN
Total investment return based on net
asset value (c) 27.04% 5.98% 23.06% 4.83% 3.84%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $72,618 $61,709 $59,978 $43,328 $30,871
Ratios to average net assets of:
Expenses, net of waivers/reimbursements 2.31%(d) 2.27%(d) 2.10% 2.10% 2.11%
Expenses, before waivers/reimbursements 2.31% 2.44% 2.35% 2.67% 3.00%
Net investment income .10% .42% 1.15% 1.62% .95%
Portfolio turnover rate 137% 133% 209% 134% 96%
</TABLE>
See footnote summary on page 32.
28
ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
PERIOD
<TABLE>
<CAPTION>
CLASS C
-----------------------------------------------------------------
AUGUST 2,
YEAR ENDED APRIL 30, 1993(E)
-------------------------------------------------- TO APRIL 30,
1998 1997 1996 1995 1994
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $13.12 $14.09 $12.10 $11.65 $11.88
INCOME FROM INVESTMENT OPERATIONS
Net investment income (a) .02(b) .06(b) .06 .18 .08
Net realized and unrealized gain (loss)
on investment transactions 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 (c) 27.02% 5.97% 23.04% 4.91% (.26)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (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%(f)
Expenses, before waivers/reimbursements 2.30% 2.43% 2.36% 2.66% 3.02%(f)
Net investment income .11% .42% 1.15% 1.62% 1.04%(f)
Portfolio turnover rate 137% 133% 209% 134% 96%
</TABLE>
See footnote summary on page 32.
29
FINANCIAL HIGHLIGHTS (CONTINUED) ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
YEAR
<TABLE>
<CAPTION>
CLASS A
-----------------------------------------------------------------
YEAR ENDED APRIL 30,
-----------------------------------------------------------------
1998 1997 1996 1995 1994
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $11.31 $11.14 $10.38 $10.37 $10.79
INCOME FROM INVESTMENT OPERATIONS
Net investment income (a) .39(b) .41(b) .51 .48 .31
Net realized and unrealized gain (loss)
on investment transactions 1.54 .46 .80 (.02) (.26)
Net increase in net asset value from
operations 1.93 .87 1.31 .46 .05
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income (.43) (.45) (.55) (.45) (.29)
Distributions from net realized gains (.84) (.25) -0- -0- (.18)
Total dividends and distributions (1.27) (.70) (.55) (.45) (.47)
Net asset value, end of year $11.97 $11.31 $11.14 $10.38 $10.37
TOTAL RETURN
Total investment return based on net
asset value (c) 17.87% 7.90% 12.69% 4.65% .35%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $11,715 $11,860 $14,161 $16,105 $15,595
Ratios to average net assets of:
Expenses, net of waivers/reimbursements 1.41%(d) 1.40%(d) 1.40% 1.40% 1.40%
Expenses, before waivers/reimbursements 1.91% 1.90% 1.73% 1.83% 2.03%
Net investment income 3.33% 3.66% 4.43% 4.66% 3.43%
Portfolio turnover rate 138% 174% 267% 248% 133%
</TABLE>
See footnote summary on page 32.
30
ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
YEAR
<TABLE>
<CAPTION>
CLASS B
-----------------------------------------------------------------
YEAR ENDED APRIL 30,
-----------------------------------------------------------------
1998 1997 1996 1995 1994
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $11.49 $11.31 $10.51 $10.47 $10.88
INCOME FROM INVESTMENT OPERATIONS
Net investment income (a) .32(b) .34(b) .43 .46 .24
Net realized and unrealized gain (loss)
on investment transactions 1.55 .46 .82 (.02) (.26)
Net increase (decrease) in net asset
value from operations 1.87 .80 1.25 .44 (.02)
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income (.33) (.37) (.45) (.40) (.21)
Distributions from net realized gains (.84) (.25) -0- -0- (.18)
Total dividends and distributions (1.17) (.62) (.45) (.40) (.39)
Net asset value, end of year $12.19 $11.49 $11.31 $10.51 $10.47
TOTAL RETURN
Total investment return based on net
asset value (c) 17.04% 7.10% 11.95% 3.91% (.31)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $28,432 $28,037 $31,979 $30,542 $29,697
Ratios to average net assets of:
Expenses, net of waivers/reimbursements 2.11%(d) 2.10%(d) 2.10% 2.10% 2.11%
Expenses, before waivers/reimbursements 2.61% 2.61% 2.44% 2.52% 2.73%
Net investment income 2.63% 2.96% 3.72% 3.96% 2.72%
Portfolio turnover rate 138% 174% 267% 248% 133%
</TABLE>
See footnote summary on page 32.
31
FINANCIAL HIGHLIGHTS (CONTINUED) ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
PERIOD
<TABLE>
<CAPTION>
CLASS C
-----------------------------------------------------------------
AUGUST 2,
YEAR ENDED APRIL 30, 1993(E)
-------------------------------------------------- TO APRIL 30,
1998 1997 1996 1995 1994
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $11.49 $11.31 $10.52 $10.47 $11.12
INCOME FROM INVESTMENT OPERATIONS
Net investment income (a) .32(b) .34(b) .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 period $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 period (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>
(a) Net of fees waived and expenses reimbursed by Adviser and expense offset
arrangements with the transfer agent.
(b) Based on average shares outstanding.
(c) 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.
(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 expenses net of waivers/reimbursements 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) Annualized.
32
ALLIANCE GROWTH INVESTORS AND
REPORT OF INDEPENDENT ACCOUNTANTS CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
TO THE TRUSTEES AND SHAREHOLDERS OF ALLIANCE GROWTH INVESTORS FUND
AND ALLIANCE CONSERVATIVE INVESTORS FUND
In our opinion, the accompanying statements of assets and liabilities,
including the portfolios of investments, and the related statements of
operations and of changes in net assets and the financial highlights present
fairly, in all material respects, the financial position of Alliance Growth
Investors Fund and Alliance Conservative Investors Fund (separately managed
portfolios constituting part of The Alliance Portfolios, hereafter referred to
as the "Funds") at April 30, 1998, the results of each of their operations for
the year then ended, the changes in each of their net assets for each of the
two years in the period then ended and the financial highlights for each of the
periods presented, in conformity with generally accepted accounting principles.
These financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Funds' management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits, which included confirmation of
securities at April 30, 1998 by correspondence with the custodian and brokers
and the application of alternative auditing procedures where confirmations from
brokers were not received, provide a reasonable basis for the opinion expressed
above.
PRICE WATERHOUSE LLP
New York, New York
June 16, 1998
33
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
BOARD OF TRUSTEES
JOHN D. CARIFA, CHAIRMAN AND PRESIDENT
RUTH BLOCK (1)
RICHARD W. COUPER (1)
BRENTON W. HARRIES (1)
DONALD J. ROBINSON (1)
OFFICERS
BRUCE CALVERT, SENIOR VICE PRESIDENT
KATHLEEN A. CORBET, SENIOR VICE PRESIDENT
WAYNE D. LYSKI, SENIOR VICE PRESIDENT
NICHOLAS D. P. CARN, VICE PRESIDENT
EDMUND P. BERGAN, JR., CLERK
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER
VINCENT S. NOTO, CONTROLLER & CHIEF ACCOUNTING OFFICER
CUSTODIAN
STATE STREET BANK & TRUST COMPANY
225 Franklin Street
Boston, MA 02110
PRINCIPAL UNDERWRITER
ALLIANCE FUND DISTRIBUTORS, INC.
1345 Avenue of the Americas
New York, NY 10105
LEGAL COUNSEL
ROPES & GRAY
One International Place
Boston, MA 02110-02624
TRANSFER AGENT
ALLIANCE FUND SERVICES, INC.
P.O. Box 1520
Secaucus, NJ 07096-1520
Toll-Free 1-800-221-5672
INDEPENDENT ACCOUNTANTS
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036-2798
(1) Member of the Audit Committee.
34
THE ALLIANCE FAMILY OF MUTUAL FUNDS
_______________________________________________________________________________
FIXED INCOME
Alliance Bond Fund
U.S. Government Portfolio
Corporate Bond Portfolio
Alliance Global Dollar Government Fund
Alliance Global Strategic Income Trust
Alliance High Yield Fund
Alliance Mortgage Securities Income Fund
Alliance Limited Maturity Government Fund
Alliance Multi-Market Strategy Trust
Alliance North American Government Income Trust
Alliance Short-Term Multi-Market Trust
Alliance Short-Term U.S. Government Fund
Alliance World Income Trust
TAX-FREE INCOME
Alliance Municipal Income Fund
California Portfolio
Insured California Portfolio
Insured National Portfolio
National Portfolio
New York Portfolio
Alliance Municipal Income Fund II
Arizona Portfolio
Florida Portfolio
Massachusetts Portfolio
Michigan Portfolio
Minnesota Portfolio
New Jersey Portfolio
Ohio Portfolio
Pennsylvania Portfolio
Virginia Portfolio
MONEY MARKET
AFD Exchange Reserves
GROWTH
The Alliance Fund
Alliance Global Environment Fund
Alliance Growth Fund
Alliance Premier Growth Fund
Alliance/Regent Sector Opportunity Fund
GROWTH & INCOME
Alliance Strategic Balanced Fund
Alliance Balanced Shares
Alliance Conservative Investors Fund
Alliance Growth & Income Fund
Alliance Growth Investors Fund
Alliance Income Builder Fund
Alliance Real Estate Investment Fund
Alliance Utility Income Fund
AGGRESSIVE GROWTH
Alliance Global Small Cap Fund
Alliance Quasar Fund
Alliance Technology Fund
INTERNATIONAL
Alliance All-Asia Investment Fund
Alliance Greater China '97 Fund
Alliance International Fund
Alliance International Premier Growth Fund
Alliance New Europe Fund
Alliance Worldwide Privatization Fund
CLOSED-END FUNDS
Alliance All-Market Advantage Fund
ACM Government Income Fund
ACM Government Opportunity Fund
ACM Government Securities Fund
ACM Government Spectrum Fund
ACM Managed Dollar Income Fund
ACM Managed Income Fund
ACM Municipal Securities Income Fund
Alliance World Dollar Government Fund
Alliance World Dollar Government Fund II
The Austria Fund
The Korean Investment Fund
The Spain Fund
The Southern Africa Fund
CASH MANAGEMENT SERVICES
ACM Institutional Reserves
Government Portfolio
Prime Portfolio
Tax-Free Portfolio
Trust Portfolio
Alliance Capital Reserves
Alliance Government Reserves
Alliance Insured Account
Alliance Money Reserves
Alliance Municipal Trust
California Portfolio
Connecticut Portfolio
Florida Portfolio
General Portfolio
Massachusetts Portfolio
New Jersey Portfolio
New York Portfolio
Virginia Portfolio
Alliance Treasury Reserves
Alliance Money Market Fund
Prime Portfolio
Government Portfolio
General Municipal Portfolio
35
ALLIANCE GROWTH INVESTORS FUND
ALLIANCE CONSERVATIVE INVESTORS FUND
1345 Avenue of the Americas
New York, NY 10105
(800) 221-5672
ALLIANCE CAPITAL
THIS REPORT IS INTENDED SOLELY FOR DISTRIBUTION TO CURRENT SHAREHOLDERS
OF THE FUND.
R THESE REGISTERED SERVICE MARKS USED UNDER LICENSE FROM THE OWNER,
ALLIANCE CAPITAL MANAGEMENT L.P.
GICIAR
