ALLIANCE GROWTH INVESTORS FUND AND ALLIANCE CONSERVATIVE INVESTORS FUND
ANNUAL REPORT
APRIL 30, 1999
ALLIANCE CAPITAL
ALLIANCE GROWTH INVESTORS AND
LETTER TO SHAREHOLDERS CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
June 9, 1999
Dear Shareholder:
This annual shareholder report reviews the investment results and market
activity for Alliance Growth Investors Fund and Alliance Conservative Investors
Fund for the period ended April 30, 1999.
ECONOMIC AND MARKET ENVIRONMENT
The global environment today appears quite different from that which many
expected at the time of our last shareholder's report. At that time, the
combined effect of the Asian and Russian crises, the collapse of the Long Term
Capital Management hedge fund and the resulting disorder in credit markets was
expected to presage weaker economic conditions and further falls in inflation.
The speedy action by central banks in cutting interest rates appears to have
been successful in heading off deflationary forces and the United States
economy, in particular, has continued to storm ahead. Additionally, signs of
improving output are now apparent throughout Asia, and Japan is showing signs
of stabilization. Oil prices have risen sharply and other raw materials have
stabilized.
The results of these developments have been reflected in sharp rises in the
prices of commodity-sensitive shares and a fall in bond prices. Stock markets
have risen to new highs in the United States, and Asian markets have continued
their rally. European stocks, however, proved to be a disappointment as the
weakness of the new currency, the Euro, undermined returns.
Ironically, U.S. markets now face the opposite set of challenges, which have
confronted them as recently as October of 1998. Stocks have risen even as
long-term interest rates have increased by 100 basis points, and some sections
of the market have recorded extraordinary speculative gains. The domestic
economy has continued to expand at a very rapid pace sustained by strength in
house building and personal consumption. Additionally, growth in domestic
credit and in the U.S. external deficit has resumed. These trends are helpful
in providing time for the rest of the world economy to right itself, but such
trends may create imbalances which may eventually have to be unwound.
U.S. inflation has recently shown signs of bottoming. However, for the
continuation of world expansion it is important that inflation does not rise
materially. Such a material rise in inflation may trigger the need for the
Federal Reserve to engineer a slowdown in order to prevent further rises in the
price level. As the U.S. economy continues to grow at a relatively fast pace,
this is an area that we will be monitoring closely.
INVESTMENT RESULTS FOR ALLIANCE GROWTH INVESTORS FUND
Investment returns for the Alliance Growth Investors Fund for the six- and
twelve-month periods ended April 30, 1999 are outlined in the following table.
For comparison purposes, we have also included performance for the broad U.S.
stock market, as represented by the S&P 500 Stock 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.
As shown, the Alliance Growth Investors Fund Class A shares outperformed the
composite benchmark for the six-month period and marginally underperformed for
the twelve-month period ended April 30, 1999. Strong U.S. stock selection
accounted for the relative outperformance and weak foreign stocks caused the
relative underperformance during the respective periods.
INVESTMENT RESULTS*
Periods Ended April 30, 1999
TOTAL RETURNS
6 MONTHS 12 MONTHS
-------- ---------
ALLIANCE GROWTH INVESTORS FUND
Class A 16.19% 16.81%
Class B 15.74% 15.96%
Class C 15.73% 15.88%
S&P 500 22.31% 21.83%
70%/30% COMPOSITE:
S&P 500 / LB AGGREGATE
BOND INDEX 15.82% 17.16%
* 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
1
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
OF APRIL 30, 1999. 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 IS AN UNMANAGED INDEX OF 500 U.S. COMPANIES. THE 70%/30%
COMPOSITE IS A BLEND OF BOTH THE S&P 500 AND THE LB AGGREGATE BOND INDEX WITH A
70%/30% WEIGHTING, RESPECTIVELY. AN INVESTOR CANNOT INVEST DIRECTLY IN AN INDEX.
ADDITIONAL INVESTMENT RESULTS APPEAR ON PAGE 3.
INVESTMENT RESULTS FOR ALLIANCE CONSERVATIVE INVESTORS FUND
Investment returns for the Alliance Conservative Investors Fund for the six-
and twelve-month periods ended April 30, 1999 are outlined in the following
table. For comparison purposes, we have 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 LB Aggregate
Bond Index and the S&P 500 Stock Index ("S&P 500"), respectively.
Alliance Conservative Investors Fund Class A shares underperformed the
composite benchmark for both the six- and twelve-month periods ended April 30,
1999 due to the Fund's underweight position in equities during a period of
extreme economic uncertainty and high market volatility.
INVESTMENT RESULTS*
Periods Ended April 30, 1999
TOTAL RETURNS
6 MONTHS 12 MONTHS
-------- ---------
ALLIANCE CONSERVATIVE
INVESTORS FUND
Class A 5.73% 8.59%
Class B 5.36% 7.82%
Class C 5.36% 7.91%
LB AGGREGATE BOND INDEX 0.69% 6.27%
70%/30% COMPOSITE:
LB AGGREGATE BOND INDEX/
S&P 500 7.18% 10.94%
* 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, 1999. 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 LB AGGREGATE BOND INDEX IS COMPOSED OF THE LB MORTGAGE-BACKED
SECURITIES INDEX, THE LB ASSET-BACKED SECURITIES INDEX AND THE LB
GOVERNMENT/CORPORATE BOND INDEX. THE 70%/30% COMPOSITE IS A BLEND OF BOTH THE
LB AGGREGATE BOND INDEX AND THE S&P 500 WITH A 70%/30% WEIGHTING, RESPECTIVELY.
AN INVESTOR CANNOT INVEST DIRECTLY IN AN INDEX.
ADDITIONAL INVESTMENT RESULTS APPEAR ON PAGE 5.
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. P. Carn
Vice President
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.
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, 1999
CLASS A SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 16.81% 11.84%
Five Years 15.83% 14.82%
Since Inception* 14.22% 13.52%
CLASS B SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 15.96% 11.96%
Five Years 15.03% 15.03%
Since Inception* 13.41% 13.41%
CLASS C SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 15.88% 14.88%
Five Years 15.02% 15.02%
Since Inception* 12.91% 12.91%
SEC AVERAGE ANNUAL TOTAL RETURNS AS OF THE MOST RECENT QUARTER-END (MARCH 31,
1999)
CLASS A CLASS B CLASS C
------- ------- -------
1 Year 12.70% 12.85% 15.76%
5 Years 14.50% 14.72% 14.69%
Since Inception* 13.60% 13.49% 13.01%
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.
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.
3
ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
ALLIANCE GROWTH INVESTORS FUND
GROWTH OF A $10,000 INVESTMENT
5/31/92* TO 4/30/99
$38,000
$32,000
$26,000
$20,000
$14,000
$10,000
$8,000
S&P 500 STOCK INDEX: $37,628
70%S&P 500 STOCK INDEX/30% LEHMAN BROTHERS AGGREGATE BOND INDEX: $31,392
GROWTH INVESTORS FUND CLASS A: $24,061
5/31/92 4/30/93 4/30/94 4/30/95 4/30/96 4/30/97 4/30/98 4/30/99
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 4/30/99) 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 and Class C 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 S&P 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 (LB)Aggregate Bond Index is composed of the LB
Mortgage-Backed Securities Index, the LB Asset-Backed Securities Index and the
LB Government/ Corporate Bond Index.
The comparison shown above represents a 70/30 weighting (70% S&P500 StockIndex
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
S&P 500 Stock Index
70%S&P500/30% 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, 1999
CLASS A SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 8.59% 3.99%
Five Years 10.25% 9.29%
Since Inception* 9.07% 8.40%
CLASS B SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 7.82% 3.84%
Five Years 9.47% 9.47%
Since Inception* 8.30% 8.30%
CLASS C SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 7.91% 6.91%
Five Years 9.49% 9.49%
Since Inception* 7.65% 7.65%
SEC AVERAGE ANNUAL TOTAL RETURNS AS OF THE MOST RECENT QUARTER-END (MARCH 31,
1999)
CLASS A CLASS B CLASS C
------- ------- -------
1Year 4.30% 4.18% 7.26%
5Years 8.98% 9.15% 9.17%
Since Inception* 8.42% 8.33% 7.68%
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.
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.
5
ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
ALLIANCE CONSERVATIVE INVESTORS FUND
GROWTH OF A $10,000 INVESTMENT
5/31/92* TO 4/30/99
$25,000
$21,000
$17,000
$13,000
$10,000
$9,000
70%LEHMAN BROTHERS AGGREGATE BOND INDEX/30% S&P 500 STOCK INDEX: $22,940
CONSERVATIVE INVESTORS FUND CLASS A: $17,323
LEHMAN BROTHERS AGGREGATE BONDINDEX: $16,498
5/31/92 4/30/93 4/30/94 4/30/95 4/30/96 4/30/97 4/30/98 4/30/99
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 4/30/99)
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 and Class C 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 (LB) Aggregate Bond Index is composed of the LB
Mortgage-Backed Securities Index, the LB Asset-Backed Securities Index and the
LB Government/ Corporate Bond Index.
The unmanaged S&P 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 StockIndex).
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, 1999 ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
PERCENT OF
COMPANY VALUE NET ASSETS
- -------------------------------------------------------------------------------
U.S. Treasury Notes $27,164,743 20.1%
Microsoft Corp. 4,260,775 3.1
Chase Manhattan Corp. 3,607,900 2.7
Dayton Hudson Corp. 3,520,444 2.6
Nokia AB OY Corp. 3,360,007 2.5
AT&T Corp. - Liberty Media Group Cl.A 3,340,662 2.5
Bristol-Myers Squibb Co. 3,330,675 2.5
Philip Morris Cos., Inc. 3,071,475 2.3
MCI WorldCom, Inc. 2,868,344 2.1
Tyco International, Ltd. 2,835,625 2.1
$57,360,650 42.5%
MAJOR PORTFOLIO CHANGES
SIX MONTHS ENDED APRIL 30, 1999
SHARES* OR PRINCIPAL
- -------------------------------------------------------------------------------
HOLDINGS
PURCHASES BOUGHT 4/30/99
- -------------------------------------------------------------------------------
Chase Manhattan Corp. 3,600 43,600
Dell Computer Corp. 32,400 52,400
Halliburton Co. 7,800 47,800
Noble Drilling Corp. 11,900 101,900
Philip Morris Cos., Inc. 37,600 87,600
Schering-Plough Corp. 23,600 43,600
U.S. Treasury Note, 3.875%, 1/15/09 $13,681,056 $13,681,056
U.S. Treasury Note, 6.00%, 8/15/00 $2,495,000 $5,485,000
U.S. Treasury Note, 6.50%, 8/31/01 $1,100,000 $3,275,000
U.S. Treasury Note, 6.50%, 5/31/02 $490,000 $3,570,000
HOLDINGS
SALES SOLD 4/30/99
- -------------------------------------------------------------------------------
Compaq Computer Corp. 40,000 -0-
Computer Sciences Corp. 20,000 -0-
Cox Communications, Inc. Cl.A 25,000 -0-
Federal National Mortgage Association,
6.50%, 5/01/11 $1,495,615 -0-
Harley-Davidson, Inc. 40,100 34,900
Home Depot, Inc. 26,400 43,600
Nokia AB OY Corp. 36,000 43,600
Scripps E.W. Co. Cl.A 30,000 -0-
The Estee Lauder Co., Inc. Cl.A 20,000 -0-
U.S. Treasury Bond, 6.125%, 11/15/27 $1,765,000 -0-
* Adjusted for stock splits.
7
INDUSTRY DIVERSIFICATION
APRIL 30, 1999 ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
PERCENT OF
U.S. $ VALUE NET ASSETS
- -------------------------------------------------------------------------------
Basic Industry $ 785,803 0.6%
Consumer Manufacturing 572,601 0.4
Consumer Services 14,717,686 10.9
Consumer Staples 8,722,285 6.5
Energy 4,872,411 3.6
Finance 14,870,028 11.0
Healthcare 9,730,362 7.2
Multi Industry 2,835,625 2.1
Technology 10,039,887 7.4
Utilities 6,854,281 5.1
U.S. Government 27,164,743 20.1
Total Investments* 101,165,712 74.9
Cash and receivables, net of liabilities 33,923,623 25.1
Net Assets $135,089,335 100.0%
* Excludes short-term obligations.
8
TEN LARGEST HOLDINGS
APRIL 30, 1999 ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
PERCENT OF
COMPANY VALUE NET ASSETS
- -------------------------------------------------------------------------------
U.S. Treasury Notes $27,296,564 49.3%
Nokia AB OY Corp. 570,276 1.0
Bristol-Myers Squibb Co. 559,350 1.0
BankAmerica Corp. 532,800 1.0
Microsoft Corp. 471,612 0.8
Dayton Hudson Corp. 444,262 0.8
Philip Morris Cos., Inc. 434,775 0.8
Chase Manhattan Corp. 430,300 0.8
MCI WorldCom, Inc. 361,625 0.7
Schering-Plough Corp. 357,512 0.6
$31,459,076 56.8%
MAJOR PORTFOLIO CHANGES
SIX MONTHS ENDED APRIL 30, 1999
SHARES* OR PRINCIPAL
- -------------------------------------------------------------------------------
HOLDINGS
PURCHASES BOUGHT 4/30/99
- -------------------------------------------------------------------------------
Dell Computer Corp. 4,400 7,400
Halliburton Co. 800 6,800
Philip Morris Cos., Inc. 5,400 12,400
Schering-Plough Corp. 4,400 7,400
U.S. Treasury Note, 3.875%, 1/15/09 $5,867,609 $5,867,609
U.S. Treasury Note, 5.25%, 8/15/03 $750,000 $750,000
U.S. Treasury Note, 6.00%, 8/15/00 $4,085,000 $4,435,000
U.S. Treasury Note, 6.50%, 8/31/01 $1,370,000 $3,095,000
U.S. Treasury Note, 6.50%, 5/31/02 $690,000 $1,480,000
U.S. Treasury Note, 6.875%, 5/15/06 $3,800,000 $6,725,000
HOLDINGS
SALES SOLD 4/30/99
- -------------------------------------------------------------------------------
Enterprise Rent A Car USA Finance Co.,
6.95%, 3/01/04 $1,000,000 -0-
Federal National Mortgage Association,
6.50%, 6/01/11 $3,061,483 -0-
Federal National Mortgage Association,
6.50%, 10/01/28 $663,300 -0-
Government National Mortgage
Association, 7.00%, 2/15/28 $964,998 -0-
Long Island Savings Bank,
7.00%, 6/13/02 $1,000,000 -0-
Royal Caribbean Cruises, Ltd.,
7.50%, 10/15/27 $1,050,000 -0-
St. George Bank, Ltd., 7.15%, 10/15/05 $1,000,000 -0-
Time Warner, Inc., 9.125%, 1/15/13 $700,000 -0-
U.S. Treasury Bond, 6.125%, 11/15/27 $1,745,000 -0-
U.S. Treasury Note, 5.625%, 5/15/08 $1,915,000 -0-
* Adjusted for stock splits.
9
INDUSTRY DIVERSIFICATION
APRIL 30, 1999 ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
PERCENT OF
U.S. $ VALUE NET ASSETS
- -------------------------------------------------------------------------------
Basic Industry $ 117,419 0.2%
Consumer Manufacturing 132,139 0.3
Consumer Services 1,896,745 3.4
Consumer Staples 1,231,122 2.2
Energy 692,930 1.3
Finance 2,109,029 3.8
Healthcare 1,592,398 2.9
Multi Industry 357,500 0.7
Technology 1,236,862 2.2
Utilities 1,070,466 1.9
U.S. Government 27,296,564 49.3
Total Investments* 37,733,174 68.2
Cash and receivables, net of liabilities 17,624,962 31.8
Net Assets $55,358,136 100.0%
* Excludes short-term obligations.
10
PORTFOLIO OF INVESTMENTS
APRIL 30, 1999 ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
COMPANY SHARES U.S. $ VALUE
- -------------------------------------------------------------------------
COMMON STOCKS & OTHER INVESTMENTS-54.8%
UNITED STATES INVESTMENTS-44.2%
CONSUMER SERVICES-9.8%
BROADCASTING & CABLE-2.5%
AT&T Corp. - Liberty
Media Group Cl.A (a) 52,300 $ 3,340,662
ENTERTAINMENT & LEISURE-1.6%
Harley-Davidson, Inc. 34,900 2,080,913
RETAIL - GENERAL MERCHANDISE-5.7%
Dayton Hudson Corp. 52,300 3,520,444
Home Depot, Inc. 43,600 2,613,275
Wal-Mart Stores, Inc. 34,800 1,600,800
------------
7,734,519
------------
13,156,094
FINANCE-9.6%
BANKING - MONEY CENTER-4.7%
BankAmerica Corp. 38,400 2,764,800
Chase Manhattan Corp. 43,600 3,607,900
------------
6,372,700
BROKERAGE & MONEY MANAGEMENT-1.9%
Morgan Stanley, Dean Witter & Co. 26,200 2,598,712
INSURANCE-1.9%
American International Group, Inc. 21,800 2,560,138
MISCELLANEOUS-1.1%
MBNA Corp. 52,300 1,474,206
------------
13,005,756
TECHNOLOGY-7.5%
COMPUTER HARDWARE-1.6%
Dell Computer Corp. (a) 52,400 2,158,225
COMPUTER SOFTWARE-3.2%
Microsoft Corp. (a) 52,400 4,260,775
NETWORKING SOFTWARE-1.9%
Cisco Systems, Inc. (a) 21,800 2,486,562
SEMI-CONDUCTOR COMPONENTS-0.8%
Altera Corp. (a) 15,700 1,134,325
------------
10,039,887
HEALTH CARE-5.6%
DRUGS-4.7%
Bristol-Myers Squibb Co. 52,400 3,330,675
Pfizer, Inc. 7,800 897,487
Schering-Plough Corp. 43,600 2,106,425
------------
6,334,587
MEDICAL PRODUCTS-0.9%
Medtronic, Inc. 17,400 1,251,713
------------
7,586,300
CONSUMER STAPLES-4.5%
COSMETICS-0.8%
Gillette Co. 21,800 1,137,688
RETAIL - FOOD & DRUG-1.4%
Kroger Co. (a) 34,900 1,895,506
11
PORTFOLIO OF INVESTMENTS (CONTINUED) ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
SHARES OR
PRINCIPAL
AMOUNT
COMPANY (000) U.S. $ VALUE
- -------------------------------------------------------------------------
TOBACCO-2.3%
Philip Morris Cos., Inc. 87,600 $ 3,071,475
------------
6,104,669
ENERGY-3.0%
OIL SERVICE-3.0%
Halliburton Co. 47,800 2,037,475
Noble Drilling Corp. (a) 101,900 1,999,788
------------
4,037,263
UTILITIES-2.1%
TELEPHONE UTILITY-2.1%
MCI WorldCom, Inc. (a) 34,900 2,868,344
MULTI INDUSTRY COMPANY-2.1%
Tyco International, Ltd. 34,900 2,835,625
Total United States Investments
(cost $38,842,196) 59,633,938
FOREIGN INVESTMENTS-10.6%
FINLAND-2.5%
Nokia AB OY Corp. 43,600 3,360,007
FRANCE-2.3%
Carrefour, SA (a) 1,050 831,915
Sanofi, SA 5,230 819,353
SEITA 10,460 629,847
Total, SA Cl.B 6,100 835,148
------------
3,116,263
GERMANY-0.4%
ProSieben Media AG
3.40% pfd. 10,460 491,723
JAPAN-0.4%
Honda Motor Co. 13,000 572,601
NETHERLANDS-0.6%
Akzo Nobel NV 17,400 785,803
SPAIN-1.1%
Banco Bilbao Vizcaya, SA 26,200 391,916
Tabacalera, SA Series A 26,200 510,100
Telefonica rights,
expiring 5/20/99 (a) 13,100 12,178
Telefonica de Espana 13,100 613,752
------------
1,527,946
SWEDEN-0.5%
AstraZeneca Group Plc 17,607 686,583
SWITZERLAND-1.6%
Nestle, SA 349 645,754
Novartis AG 436 638,126
Zurich Allied AG 1,308 842,737
------------
2,126,617
UNITED KINGDOM-1.2%
Royal Bank of Scotland Group 26,661 629,619
United News Media Plc 34,900 424,446
Vodafone Group Plc 35,040 645,423
------------
1,699,488
Total Foreign Investments
(cost $10,997,100) 14,367,031
Total Common Stocks & Other Investments
(cost $49,839,296) 74,000,969
DEBT OBLIGATIONS-20.1%
U.S. GOVERNMENT OBLIGATIONS-20.1%
U.S. Treasury Notes
3.875%, 1/15/09 (b) $13,681 13,663,955
4.25%, 11/15/03 485 465,828
6.00%, 8/15/00 5,485 5,550,107
6.50%, 8/31/01 3,275 3,372,726
6.50%, 5/31/02 3,570 3,699,413
6.875%, 5/15/06 380 412,714
Total Debt Obligations
(cost $27,268,355) 27,164,743
12
ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
PRINCIPAL
AMOUNT
COMPANY (000) U.S. $ VALUE
- -------------------------------------------------------------------------
SHORT-TERM INVESTMENT-24.8%
TIME DEPOSIT-24.8%
State Street Cayman Islands
4.50%, 5/03/99
(amortized cost $33,486,000) $33,486 $ 33,486,000
TOTAL INVESTMENTS-99.7%
(cost $110,593,651) $134,651,712
Other assets less liabilities-0.3% 437,623
NET ASSETS-100% $135,089,335
(a) Non-income producing security.
(b) Treasury Inflation Protection Securities.
See notes to financial statements.
13
PORTFOLIO OF INVESTMENTS
APRIL 30, 1999 ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
COMPANY SHARES U.S. $ VALUE
- -------------------------------------------------------------------------
COMMON STOCKS & OTHER INVESTMENTS-18.9%
UNITED STATES INVESTMENTS-14.8%
FINANCE-3.3%
BANKING - MONEY CENTER-1.7%
BankAmerica Corp. 7,400 $ 532,800
Chase Manhattan Corp. 5,200 430,300
------------
963,100
BROKERAGE & MONEY MANAGEMENT-0.5%
Morgan Stanley, Dean Witter & Co. 2,900 287,644
INSURANCE-0.6%
American International Group, Inc. 2,750 322,953
MISCELLANEOUS-0.5%
MBNA Corp. 8,799 248,022
------------
1,821,719
CONSUMER SERVICES-3.0%
BROADCASTING & CABLE-0.6%
AT&T Corp. - Liberty
Media Group Cl.A (a) 5,200 332,150
ENTERTAINMENT & LEISURE-0.6%
Harley-Davidson, Inc. 5,200 310,050
RETAIL - GENERAL MERCHANDISE-1.8%
Dayton Hudson Corp. 6,600 444,262
Home Depot, Inc. 5,200 311,675
Wal-Mart Stores, Inc. 5,800 266,800
------------
1,022,737
------------
1,664,937
HEALTH CARE-2.3%
DRUGS-1.9%
Bristol-Myers Squibb Co. 8,800 559,350
Pfizer, Inc. 1,500 172,594
Schering-Plough Corp. 7,400 357,512
------------
1,089,456
MEDICAL PRODUCTS-0.4%
Medtronic, Inc. 2,900 208,619
------------
1,298,075
TECHNOLOGY-2.2%
COMPUTER HARDWARE-0.5%
Dell Computer Corp. (a) 7,400 304,787
COMPUTER SOFTWARE-0.8%
Microsoft Corp. (a) 5,800 471,612
NETWORKING SOFTWARE-0.5%
Cisco Systems, Inc. (a) 2,200 250,938
SEMI-CONDUCTOR COMPONENTS-0.4%
Altera Corp. (a) 2,900 209,525
------------
1,236,862
CONSUMER STAPLES-1.6%
COSMETICS-0.3%
Gillette Co. 2,900 151,344
RETAIL - FOOD & DRUGS-0.5%
Kroger Co. (a) 5,200 282,425
TOBACCO-0.8%
Philip Morris Cos., Inc. 12,400 434,775
------------
868,544
14
ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
SHARES OR
PRINCIPAL
AMOUNT
COMPANY (000) U.S. $ VALUE
- -------------------------------------------------------------------------
ENERGY-1.0%
OIL SERVICE-1.0%
Halliburton Co. 6,800 $ 289,850
Noble Drilling Corp. (a) 14,400 282,600
------------
572,450
UTILITIES-0.7%
TELEPHONE UTILITY-0.7%
MCI WorldCom, Inc. (a) 4,400 361,625
MULTI INDUSTRY COMPANY-0.7%
Tyco International, Ltd. 4,400 357,500
Total United States Investments
(cost $5,293,305) 8,181,712
FOREIGN INVESTMENTS-4.1%
FINLAND-1.0%
Nokia AB OY Corp. 7,400 570,276
FRANCE-0.7%
Carrefour, SA (a) 100 79,230
Sanofi, SA 740 115,932
SEITA 1,470 88,516
Total, SA Cl.B 880 120,480
------------
404,158
GERMANY-0.1%
ProSieben Media AG 3.40% pfd. 1,470 69,104
JAPAN-0.3%
Honda Motor Co. 3,000 132,139
NETHERLANDS-0.2%
Akzo Nobel NV 2,600 117,419
SPAIN-0.5%
Banco Bilbao Vizcaya, SA 3,700 55,347
Tabacalera, SA Series A 4,400 85,665
Telefonica rights, expiring 5/20/99 (a) 2,900 2,696
Telefonica de Espana 2,900 135,869
------------
279,577
SWEDEN-0.2%
AstraZeneca Group Plc 2,623 102,284
SWITZERLAND-0.6%
Nestle, SA 59 109,167
Novartis AG 52 76,107
Zurich Allied AG 221 142,389
------------
327,663
UNITED KINGDOM-0.5%
Royal Bank of Scotland Group 3,793 89,574
United News Media Plc 4,400 53,512
Vodafone Group Plc 5,928 109,192
------------
252,278
Total Foreign Investments
(cost $1,710,014) 2,254,898
Total Common Stocks & Other Investments
(cost $7,003,319) 10,436,610
DEBT OBLIGATIONS-49.3%
U.S. GOVERNMENT OBLIGATIONS-49.3%
U.S. Treasury Notes
3.875%, 1/15/09 (b) $5,868 5,860,274
4.25%, 11/15/03 550 528,259
5.25%, 8/15/03 750 749,648
6.00%, 8/15/00 4,435 4,487,643
6.25%, 4/30/01 925 944,943
6.375%, 5/15/99 2,700 2,700,837
6.50%, 8/31/01 3,095 3,187,355
6.50%, 5/31/02 1,480 1,533,650
6.875%, 5/15/06 6,725 7,303,955
Total Debt Obligations
(cost $27,533,920) 27,296,564
15
PORTFOLIO OF INVESTMENTS (CONTINUED) ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
PRINCIPAL
AMOUNT
COMPANY (000) U.S. $ VALUE
- -------------------------------------------------------------------------
SHORT-TERM INVESTMENT-29.0%
TIME DEPOSIT-29.0%
State Street Cayman Islands
4.50%, 5/03/99
(amortized cost $16,071,000) $16,071 $16,071,000
TOTAL INVESTMENTS-97.2%
(cost $50,608,239) $53,804,174
Other assets less liabilities-2.8% 1,553,962
NET ASSETS-100% $55,358,136
(a) Non-income producing security.
(b) Treasury Inflation Protection Securities.
See notes to financial statements.
16
STATEMENTS OF ASSETS AND LIABILITIES
APRIL 30, 1999
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
GROWTH CONSERVATIVE
INVESTORS INVESTORS
FUND FUND
------------- ------------
ASSETS
Investments in securities, at value
(cost $110,593,651 and $50,608,239,
respectively) $ 134,651,712 $ 53,804,174
Cash 1,912 749
Receivable for shares of beneficial
interest sold 1,413,583 1,665,601
Interest and dividends receivable 415,525 514,741
Foreign taxes receivable 33,926 5,370
Total assets 136,516,658 55,990,635
LIABILITIES
Payable for shares of beneficial
interest redeemed 1,069,401 457,308
Distribution fee payable 84,508 33,942
Advisory fee payable 83,726 29,562
Accrued expenses 189,688 111,687
Total liabilities 1,427,323 632,499
NET ASSETS $ 135,089,335 $ 55,358,136
COMPOSITION OF NET ASSETS
Shares of beneficial interest,
at par $85 $46
Additional paid-in capital 104,161,979 50,235,541
Distribution in excess of net
investment income (145,875) (6,668)
Accumulated net realized gain on
investments and foreign currency
transactions 7,022,088 1,936,297
Net unrealized appreciation of
investments, other liabilities and
foreign currency denominated assets
and liabilities 24,051,058 3,192,920
$ 135,089,335 $ 55,358,136
CALCULATION OF MAXIMUM OFFERING PRICE
CLASS A SHARES
Net asset value and redemption price
per share ($47,916,701 / 3,032,720
and $18,492,594 / 1,556,671 shares of
beneficial interest issued and
outstanding, respectively) $15.80 $11.88
Sales charge--4.25% of public
offering price .70 .53
Maximum offering price $16.50 $12.41
CLASS B SHARES
Net asset value and offering price
per share ($77,554,200 / 4,884,656
and $31,177,380 / 2,571,718 shares of
beneficial interest issued and
outstanding, respectively) $15.88 $12.12
CLASS C SHARES
Net asset value and offering price
per share ($9,618,434 / 605,519
and $5,688,162 / 469,115 shares of
beneficial interest issued and
outstanding, respectively) $15.88 $12.13
See notes to financial statements.
17
STATEMENTS OF OPERATIONS ALLIANCE GROWTH INVESTORS AND
YEAR ENDED APRIL 30, 1999 CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
GROWTH CONSERVATIVE
INVESTORS INVESTORS
FUND FUND
----------- -----------
INVESTMENT INCOME
Interest $ 2,468,381 $ 2,042,393
Dividends (net of foreign tax withheld of
$58,688 and $8,135, respectively) 713,684 124,519
Total income 3,182,065 2,166,912
EXPENSES
Advisory fee 895,036 355,320
Distribution fee - Class A 115,391 43,449
Distribution fee - Class B 721,138 280,866
Distribution fee - Class C 87,608 48,065
Transfer agency 266,621 98,846
Custodian 122,891 102,435
Printing 105,211 27,840
Audit and legal 56,748 45,014
Registration 35,401 28,955
Trustees' fees 35,000 28,000
Miscellaneous 8,391 8,603
Total expenses 2,449,436 1,067,393
Less: expenses waived and assumed by
adviser (See Note B) -0- (167,387)
Less: expense offset arrangement
(See Note B) (17,119) (6,491)
Net expenses 2,432,317 893,515
Net investment income 749,748 1,273,397
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on investment transactions 12,939,690 3,468,275
Net realized loss on foreign currency
transactions (169,987) (42,579)
Net change in unrealized appreciation
(depreciation) of:
Investments 4,675,002 (1,015,805)
Other liabilities and foreign currency
denominated assets and liabilities 16,827 (135)
Net gain on investments and foreign
currency transactions 17,461,532 2,409,756
NET INCREASE IN NET ASSETS FROM OPERATIONS $18,211,280 $ 3,683,153
See notes to financial statements.
18
ALLIANCE GROWTH INVESTORS AND
STATEMENT OF CHANGES IN NET ASSETS CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
GROWTH INVESTORS FUND CONSERVATIVE INVESTORS FUND
----------------------------- -----------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
APRIL 30, 1999 APRIL 30, 1998 APRIL 30, 1999 APRIL 30, 1998
-------------- -------------- -------------- --------------
INCREASE (DECREASE)
IN NET ASSETS FROM
OPERATIONS
Net investment
income $ 749,748 $ 316,926 $ 1,273,397 $ 1,246,838
Net realized gain
on investments,
futures contracts
and foreign
currency
transactions 12,769,703 14,237,544 3,425,696 3,344,528
Net change in
unrealized
appreciation
(depreciation)
of investments
and foreign
currency
denominated
assets and
liabilities 4,691,829 10,644,067 (1,015,940) 2,461,319
Net increase in
net assets
from operations 18,211,280 25,198,537 3,683,153 7,052,685
DIVIDENDS AND
DISTRIBUTIONS TO
SHAREHOLDERS FROM:
Net investment
income
Class A (418,359) (316,225) (466,063) (410,778)
Class B (295,401) (90,880) (687,634) (759,381)
Class C (35,988) (9,212) (119,700) (109,342)
Distribution in
excess of net
investment
income
Class A (214,001) -0- (61,173) -0-
Class B (150,826) -0- (89,189) -0-
Class C (17,942) -0- (15,332) -0-
Net realized gain
on investments
Class A (3,526,765) (2,631,810) (804,489) (787,612)
Class B (6,296,282) (6,052,618) (1,442,985) (1,864,487)
Class C (761,076) (613,482) (254,273) (269,390)
TRANSACTIONS IN
SHARES OF BENEFICIAL
INTEREST
Net increase
(decrease) 14,418,907 3,496,273 11,307,818 (2,590,456)
Total increase 20,913,547 18,980,583 11,050,133 261,239
NET ASSETS
Beginning of
year 114,175,788 95,195,205 44,308,003 44,046,764
End of year
(including
undistributed
net investment
income of
$145,372 and
$152,080
respectively,
at April 30,
1998) $135,089,335 $114,175,788 $55,358,136 $44,308,003
See notes to financial statements.
19
NOTES TO FINANCIAL STATEMENTS ALLIANCE GROWTH INVESTORS AND
APRIL 30, 1999 CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Growth Investors Fund and Alliance 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 may 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 prices. 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 company taxable income and net realized gains, if any, to
shareholders. Therefore, no provisions for federal income or excise taxes are
required.
20
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
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 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 passive foreign investments company sales and foreign currency
transactions, resulted in a net decrease in distributions in excess of net
investment income and a corresponding decrease in accumulated net realized gain
on investments 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 waive its fees and bear certain
expenses to the extent necessary to limit total operating expenses on an annual
basis to 1.40%, 2.10%, and 2.10% of the daily average net assets for Class A,
Class B and Class C shares, respectively, of the Conservative Investors Fund.
For the year ended April 30, 1999, such reimbursement amounted to $167,387 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 $185,978 and $65,123 for the Growth Investors Fund and Conservative
Investors Fund, respectively, for the year ended April 30, 1999.
For the year ended April 30, 1999, the Funds' expenses were reduced by $17,119
and $6,491 for the Growth Investors Fund and the Conservative Investors Fund,
respectively, under expense offset arrangements with Alliance Fund Services.
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 $12,401 from the sales of Class
A shares and $56,535 and $3,063 in contingent deferred sales charges imposed
upon redemptions by shareholders of Class B and Class C shares, respectively,
for the year ended April 30, 1999 for the Growth Investors Fund. The
Distributor also received front-end sales charges of $5,299 from the sales of
Class A shares and $37,588 and $2,596 in contingent deferred sales charges
imposed upon redemptions by shareholders of Class B and Class C shares,
respectively, for the year ended April 30, 1999 for the Conservative Investors
Fund.
Brokerage commissions paid on investment transactions for the year ended April
30, 1999 amounted to $142,555 and $28,900 for the Growth Investors and
Conservative Investors Funds, respectively, none of which was paid to
Donaldson, Lufkin & Jenrette Securities Corp., an affiliate of the Adviser.
21
ALLIANCE GROWTH INVESTORS AND
NOTES TO FINANCIAL STATEMENTS (CONTINUED) CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
Accrued expenses includes amounts owed to two of the Trustees under a deferred
compensation plan of $17,139 each, 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
$38,680,521 and $71,842,911, respectively, for the year ended April 30, 1999.
There were purchases of $44,278,099 and sales of $32,304,216 of U.S. government
and government agency securities for the year ended April 30, 1999. At April
30, 1999, 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. Gross unrealized appreciation of investments was
$24,801,737 and gross unrealized depreciation of investments was $743,676
resulting in net unrealized appreciation of $24,058,061 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
$6,455,384 and $20,783,664, respectively, for the year ended April 30, 1999.
There were purchases of $36,049,883 and sales of $27,961,025, of U.S.
government and government agency obligations for the year ended April 30, 1999.
At April 30, 1999, 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. Gross unrealized appreciation of investments was
$3,533,635 and gross unrealized depreciation of investments was $337,700
resulting in net unrealized appreciation of $3,195,935 (excluding foreign
currency transactions).
The Alliance Growth Investors and Conservative Investors Funds incurred and
elected to defer post October currency losses of $128,736 and $30,878,
respectively, for the year ended April 30, 1999. 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.
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
22
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
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, 1999, 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,
1999, 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,
1999 1998 1999 1998
-------- --------- ----------- -----------
CLASS A
Shares sold 566,266 224,299 $ 8,776,626 $ 3,232,642
Shares issued in
reinvestment of
dividends and
distributions 281,053 216,972 4,047,170 2,877,051
Shares converted
from Class B 510,928 117,685 7,806,714 1,696,586
Shares redeemed (527,391) (449,023) (8,032,657) (6,467,086)
Net increase 830,856 109,933 $12,597,853 $ 1,339,193
23
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,
1999 1998 1999 1998
------------ ------------ -------------- --------------
CLASS B
Shares sold 964,442 658,517 $ 14,830,200 $ 9,583,213
Shares issued in
reinvestment of
dividends and
distributions 453,061 453,712 6,573,928 6,043,860
Shares converted
to Class A (509,338) (117,679) (7,806,714) (1,696,586)
Shares redeemed (827,094) (897,932) (12,604,631) (12,997,170)
Net increase 81,071 96,618 $ 992,783 $ 933,317
CLASS C
Shares sold 210,668 192,391 $ 3,218,152 $ 2,775,334
Shares issued in
reinvestment of
dividends and
distributions 54,989 46,021 798,413 613,462
Shares redeemed (211,237) (147,143) (3,188,294) (2,165,033)
Net increase 54,420 91,269 $828,271 $1,223,763
ALLIANCE CONSERVATIVE INVESTORS FUND
-----------------------------------------------------------
SHARES AMOUNT
--------------------------- ------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
APRIL 30, APRIL 30, APRIL 30, APRIL 30,
1999 1998 1999 1998
------------ ------------ -------------- --------------
CLASS A
Shares sold 346,984 89,645 $ 4,157,099 $ 1,062,839
Shares issued in
reinvestment of
dividends and
distributions 107,403 99,918 1,256,931 1,132,237
Shares converted
from Class B 390,356 63,018 4,672,943 754,998
Shares redeemed (267,054) (322,476) (3,183,427) (3,841,307)
Net increase
(decrease) 577,689 (69,895) $ 6,903,546 $ (891,233)
CLASS B
Shares sold 1,094,428 460,037 $ 13,349,393 $ 5,586,632
Shares issued in
reinvestment of
dividends and
distributions 173,141 214,784 2,068,607 2,476,221
Shares converted
to Class A (388,535) (62,011) (4,672,943) (754,998)
Shares redeemed (639,564) (721,523) (7,883,521) (8,753,508)
Net increase
(decrease) 239,470 (108,713) $ 2,861,536 $(1,445,653)
CLASS C
Shares sold 216,203 82,073 $ 2,631,544 $ 988,763
Shares issued in
reinvestment of
dividends and
distributions 30,304 31,107 362,040 358,640
Shares redeemed (118,770) (132,931) (1,450,848) (1,600,973)
Net increase
(decrease) 127,737 (19,751) $ 1,542,736 $ (253,570)
24
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
NOTEF: BANK BORROWING
A number of open-end mutual funds managed by the Adviser, including the Funds,
participate in a $750 million revolving credit facility (the "Facility")
intended to provide for short-term financing if necessary, subject to certain
restrictions, in connection with abnormal redemption activity. Commitment fees
related to the Facility are paid by the participating funds and are included in
miscellaneous expenses in the statement of operations. The Funds did not
utilize the Facility during the year ended April 30, 1999.
25
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,
---------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $15.09 $13.12 $14.08 $12.08 $11.61
INCOME FROM INVESTMENT OPERATIONS
Net investment income .17(a) .12(a) .16(a)(b) .10(b) .25(b)
Net realized and unrealized gain
on investment transactions 2.20 3.34 .76 2.75 .38
Net increase in net asset value
from operations 2.37 3.46 .92 2.85 .63
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income (.16) (.16) (.19) (.26) (.15)
Distributions in excess of net
investment income (.09) -0- -0- -0- -0-
Distributions from net realized gains (1.41) (1.33) (1.69) (.59) (.01)
Total dividends and distributions (1.66) (1.49) (1.88) (.85) (.16)
Net asset value, end of year $15.80 $15.09 $13.12 $14.08 $12.08
TOTAL RETURN
Total investment return based on
net asset value (c) 16.81% 27.96% 6.69% 23.87% 5.57%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $47,917 $33,222 $27,453 $30,608 $22,189
Ratios to average net assets of:
Expenses, net of waivers/reimbursements 1.56%(d) 1.60%(d) 1.56%(d) 1.40% 1.40%
Expenses, before waivers/reimbursements 1.56% 1.60% 1.73% 1.65% 1.97%
Net investment income 1.12% .81% 1.14% 2.02% 2.32%
Portfolio turnover rate 84% 137% 133% 209% 134%
</TABLE>
See footnote summary on page 31.
26
ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
YEAR
<TABLE>
<CAPTION>
CLASS B
---------------------------------------------------------------
YEAR ENDED APRIL 30,
---------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $15.12 $13.11 $14.08 $12.09 $11.65
INCOME FROM INVESTMENT OPERATIONS
Net investment income .06(a) .01(a) .06(a)(b) .06(b) .17(b)
Net realized and unrealized gain
on investment transactions 2.21 3.35 .77 2.70 .38
Net increase in net asset value
from operations 2.27 3.36 .83 2.76 .55
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income (.07) (.02) (.11) (.18) (.10)
Distributions in excess of net
investment income (.03) -0- -0- -0- -0-
Distributions from net realized gains (1.41) (1.33) (1.69) (.59) (.01)
Total dividends and distributions (1.51) (1.35) (1.80) (.77) (.11)
Net asset value, end of year $15.88 $15.12 $13.11 $14.08 $12.09
TOTAL RETURN
Total investment return based on
net asset value (c) 15.96% 27.04% 5.98% 23.06% 4.83%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $77,554 $72,618 $61,709 $59,978 $43,328
Ratios to average net assets of:
Expenses, net of waivers/reimbursements 2.29%(d) 2.31%(d) 2.27%(d) 2.10% 2.10%
Expenses, before waivers/reimbursements 2.29% 2.31% 2.44% 2.35% 2.67%
Net investment income .39% .10% .42% 1.15% 1.62%
Portfolio turnover rate 84% 137% 133% 209% 134%
</TABLE>
See footnote summary on page 31.
27
FINANCIAL HIGHLIGHTS (CONTINUED) ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
YEAR
<TABLE>
<CAPTION>
CLASS C
---------------------------------------------------------------
YEAR ENDED APRIL 30,
---------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $15.13 $13.12 $14.09 $12.10 $11.65
INCOME FROM INVESTMENT OPERATIONS
Net investment income .06(a) .02(a) .06(a)(b) .06(b) .18(b)
Net realized and unrealized gain
on investment transactions 2.20 3.34 .77 2.70 .38
Net increase in net asset value
from operations 2.26 3.36 .83 2.76 .56
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income (.07) (.02) (.11) (.18) (.10)
Distributions in excess of net
investment income (.03) -0- -0- -0- -0-
Distributions from net realized gains (1.41) (1.33) (1.69) (.59) (.01)
Total dividends and distributions (1.51) (1.35) (1.80) (.77) (.11)
Net asset value, end of year $15.88 $15.13 $13.12 $14.09 $12.10
TOTAL RETURN
Total investment return based on
net asset value (c) 15.88% 27.02% 5.97% 23.04% 4.91%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $9,618 $8,336 $6,033 $5,915 $4,247
Ratios to average net assets of:
Expenses, net of waivers/reimbursements 2.28%(d) 2.30%(d) 2.28%(d) 2.10% 2.10%
Expenses, before waivers/reimbursements 2.28% 2.30% 2.43% 2.36% 2.66%
Net investment income .40% .11% .42% 1.15% 1.62%
Portfolio turnover rate 84% 137% 133% 209% 134%
</TABLE>
See footnote summary on page 31.
28
ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
YEAR
<TABLE>
<CAPTION>
CLASS A
---------------------------------------------------------------
YEAR ENDED APRIL 30,
---------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $11.97 $11.31 $11.14 $10.38 $10.37
INCOME FROM INVESTMENT OPERATIONS
Net investment income (b) .38(a) .39(a) .41(a) .51 .48
Net realized and unrealized gain (loss)
on investment transactions .61 1.54 .46 .80 (.02)
Net increase in net asset value
from operations .99 1.93 .87 1.31 .46
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income (.38) (.43) (.45) (.55) (.45)
Distributions in excess of net
investment income (.05) -0- -0- -0- -0-
Distributions from net realized gains (.65) (.84) (.25) -0- -0-
Total dividends and distributions (1.08) (1.27) (.70) (.55) (.45)
Net asset value, end of year $11.88 $11.97 $11.31 $11.14 $10.38
TOTAL RETURN
Total investment return based on
net asset value (c) 8.59% 17.87% 7.90% 12.69% 4.65%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $18,493 $11,715 $11,860 $14,161 $16,105
Ratios to average net assets of:
Expenses, net of waivers/reimbursements 1.41%(d) 1.41%(d) 1.40%(d) 1.40% 1.40%
Expenses, before waivers/reimbursements 1.74% 1.91% 1.90% 1.73% 1.83%
Net investment income (b) 3.17% 3.33% 3.66% 4.43% 4.66%
Portfolio turnover rate 105% 138% 174% 267% 248%
</TABLE>
See footnote summary on page 31.
29
FINANCIAL HIGHLIGHTS (CONTINUED) ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
YEAR
<TABLE>
<CAPTION>
CLASS B
-----------------------------------------------------------------
YEAR ENDED APRIL 30,
---------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $12.19 $11.49 $11.31 $10.51 $10.47
INCOME FROM INVESTMENT OPERATIONS
Net investment income (b) .30(a) .32(a) .34(a) .43 .46
Net realized and unrealized gain (loss)
on investment transactions .63 1.55 .46 .82 (.02)
Net increase in net asset value
from operations .93 1.87 .80 1.25 .44
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income (.31) (.33) (.37) (.45) (.40)
Distributions in excess of net
investment income (.04) -0- -0- -0- -0-
Distributions from net realized gains (.65) (.84) (.25) -0- -0-
Total dividends and distributions (1.00) (1.17) (.62) (.45) (.40)
Net asset value, end of year $12.12 $12.19 $11.49 $11.31 $10.51
TOTAL RETURN
Total investment return based on
net asset value (c) 7.82% 17.04% 7.10% 11.95% 3.91%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $31,177 $28,432 $28,037 $31,979 $30,542
Ratios to average net assets of:
Expenses, net of waivers/reimbursements 2.11%(d) 2.11%(d) 2.10%(d) 2.10% 2.10%
Expenses, before waivers/reimbursements 2.48% 2.61% 2.61% 2.44% 2.52%
Net investment income (b) 2.48% 2.63% 2.96% 3.72% 3.96%
Portfolio turnover rate 105% 138% 174% 267% 248%
</TABLE>
See footnote summary on page 31.
30
ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
YEAR
<TABLE>
<CAPTION>
CLASS C
-----------------------------------------------------------------
YEAR ENDED APRIL 30,
---------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $12.19 $11.49 $11.31 $10.52 $10.47
INCOME FROM INVESTMENT OPERATIONS
Net investment income (b) .30(a) .32(a) .34(a) .41 .46
Net realized and unrealized gain (loss)
on investment transactions .64 1.55 .46 .83 (.01)
Net increase in net asset value
from operations .94 1.87 .80 1.24 .45
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income (.31) (.33) (.37) (.45) (.40)
Distribution in excess of net
investment income (.04) -0- -0- -0- -0-
Distributions from net realized gains (.65) (.84) (.25) -0- -0-
Total dividends and distributions (1.00) (1.17) (.62) (.45) (.40)
Net asset value, end of year $12.13 $12.19 $11.49 $11.31 $10.52
TOTAL RETURN
Total investment return based on
net asset value (c) 7.91% 17.04% 7.10% 11.84% 4.01%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $5,688 $4,162 $4,150 $5,326 $4,419
Ratios to average net assets of:
Expenses, net of waivers/reimbursements 2.11%(d) 2.11%(d) 2.10%(d) 2.10% 2.10%
Expenses, before waivers/reimbursements 2.47% 2.61% 2.60% 2.45% 2.52%
Net investment income (b) 2.47% 2.63% 2.96% 3.71% 3.97%
Portfolio turnover rate 105% 138% 174% 267% 248%
</TABLE>
(a) Based on average shares outstanding.
(b) Net of fees waived and expenses reimbursed by Adviser.
(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 periods shown below the net expense ratios were as
follows:
<TABLE>
<CAPTION>
ALLIANCE GROWTH INVESTORS ALLIANCE CONSERVATIVE INVESTORS
------------------------------------- -------------------------------------
YEAR ENDED APRIL 30, YEAR ENDED APRIL 30,
------------------------------------- -------------------------------------
1999 1998 1997 1999 1998 1997
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Class A 1.54% 1.59% 1.55% 1.40% 1.40% 1.40%
Class B 2.27% 2.29% 2.26% 2.10% 2.10% 2.10%
Class C 2.27% 2.29% 2.26% 2.10% 2.10% 2.10%
</TABLE>
31
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 parts of The Alliance Portfolios, hereafter referred to
as the "Funds") at April 30, 1999, 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, 1999 by correspondence with the custodian, provide a reasonable basis for
the opinion expressed above.
PricewaterhouseCoopers LLP
New York, New York
June 23, 1999
TAX INFORMATION (UNAUDITED)
_______________________________________________________________________________
In order to meet certain requirements of the Internal Revenue Code we are
advising you that $8,746,325 and $1,560,169 of the capital gain distributions
paid by the Alliance Growth Investors and Conservative Investors Funds,
respectively, during the fiscal year April 30, 1999 are subject to the maximum
tax rate of 20%. Shareholders should not use the above information to prepare
their tax returns. The information necessary to complete your tax returns was
included with your Form 1099 DIV which was sent to you separately in January
1999.
32
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
BOARD OF TRUSTEES
JOHN D. CARIFA, CHAIRMAN AND PRESIDENT
RUTH BLOCK (1)
WILLIAM H. FOULK, JR. (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
PRICEWATERHOUSECOOPERS LLP
1177 Avenue of the Americas
New York, New York 10036-2798
(1) Member of the Audit Committee.
The financial information included herein is taken from the records of the
Fund without audit by independent accountants who do not express an opinion
thereon.
33
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 U.S. Government Fund
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
Select Investors Series - Premier Portfolio
GROWTH & INCOME
Alliance Balanced Shares
Alliance Conservative Investors Fund
Alliance Growth & Income Fund
Alliance Growth Investors 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
INSTITUTIONAL
Premier Growth
Quasar
Real Estate Investment
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
Alliance Capital Reserves
Alliance Government Reserves
Alliance Institutional Reserves
Prime Portfolio
Government Portfolio
Tax-Free Portfolio
Treasury Portfolio
Trust Portfolio
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
General Municipal Portfolio
Government Portfolio
34
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
