ALLIANCE PORTFOLIOS, 485BPOS, 2000-01-31

ALLIANCE PORTFOLIOS
485BPOS, 2000-01-31

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<PAGE>

As filed with the Securities and Exchange Commission
on January 28, 2000

File No. 33-12988
811-05088

Securities and Exchange Commission
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.

Post-Effective Amendment No. 38
and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 40

THE ALLIANCE PORTFOLIOS
(Exact Name of Registrant as Specified in Charter)
1345 Avenue of the Americas, New York, N.Y. 10105
(800) 221-5672
(Registrant's Telephone Number, including Area Code)

EDMUND P. BERGAN, JR.
Alliance Capital Management L.P.
1345 Avenue of the Americas, New York, N.Y. 10105
(Name and address of Agent for Service)

Copies of communications to:
J.B. Kittredge
Ropes & Gray
One International Place
Boston, MA 02116

It is proposed that this filing will become effective (check
appropriate box)
immediately upon filing pursuant to paragraph (b)
X on February 1, 2000 pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
on (date) pursuant to paragraph (a)(1)
75 days after filing pursuant to paragraph (a)(2)
on (date) pursuant to paragraph (a)(2) of Rule 485.

<PAGE>

This Post-Effective Amendment No. 37 relates only to Alliance
Alliance Growth Fund. No information contained in the
Registrant's Registration Statement relating to Alliance Short-
Term U.S. Government Fund, Alliance Conservative Investors Fund
or Alliance Growth Investors Fund or is amended or superseded
hereby.

<PAGE>

The Alliance
Stock Funds

The Alliance Stock Funds provide a broad selection of investment alternatives to
investors seeking capital growth or high total return.

Prospectus and Application

February 1, 2000

Domestic Stock Funds

o Alliance Premier Growth Fund
o Alliance Health Care Fund
o Alliance Growth Fund
o Alliance Technology Fund
o Alliance Quasar Fund
o The Alliance Fund

Total Return Funds

o Alliance Growth and Income Fund
o Alliance Balanced Shares
o Alliance Utility Income Fund
o Alliance Real Estate Investment Fund

Global Stock Funds

o Alliance New Europe Fund
o Alliance Worldwide Privatization Fund
o Alliance International Premier Growth Fund
o Alliance Global Small Cap Fund
o Alliance International Fund
o Alliance Greater China '97 Fund
o Alliance All-Asia Investment Fund

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

Alliance Capital [LOGO](R)

<PAGE>

Investment Products Offered
- -----------------------------
o Are Not FDIC Insured
o May Lose Value
o Are Not Bank Guaranteed
- -----------------------------

2
<PAGE>

TABLE OF CONTENTS
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Page

RISK/RETURN SUMMARY ....................................................... 3
Domestic Stock Funds ...................................................... 4
Total Return Funds ........................................................ 10
Global Stock Funds ........................................................ 14
Summary of Principal Risks ................................................ 21
Principal Risks by Fund ................................................... 22

FEES AND EXPENSES OF THE FUNDS ............................................ 23

GLOSSARY .................................................................. 26

DESCRIPTION OF THE FUNDS .................................................. 27
Investment Objectives and Principal Policies .............................. 27
Description of Additional Investment Practices ............................ 39
Additional Risk Considerations ............................................ 46

MANAGEMENT OF THE FUNDS ................................................... 49

PURCHASE AND SALE OF SHARES ............................................... 53
How The Funds Value Their Shares .......................................... 53
How To Buy Shares ......................................................... 53
How to Exchange Shares .................................................... 54
How To Sell Shares ........................................................ 54

DIVIDENDS, DISTRIBUTIONS AND TAXES ........................................ 54

DISTRIBUTION ARRANGEMENTS ................................................. 55

GENERAL INFORMATION ....................................................... 56

FINANCIAL HIGHLIGHTS ...................................................... 57

APPENDIX A--ADDITIONAL INFORMATION ABOUT
THE UNITED KINGDOM, JAPAN, AND GREATER
CHINA COUNTRIES ........................................................... 69

The Funds' investment adviser is Alliance Capital Management L.P., a global
investment manager providing diversified services to institutions and
individuals through a broad line of investments including more than 100 mutual
funds.

RISK/RETURN SUMMARY

The following is a summary of certain key information about the Alliance Stock
Funds. You will find additional information about each Fund, including a
detailed description of the risks of an investment in each Fund, after this
Summary.

The Risk/Return Summary describes the Funds' objectives, principal investment
strategies, principal risks and fees. Each Fund's Summary page includes a short
discussion of some of the principal risks of investing in that Fund. A further
discussion of these and other risks begins on page 21.

More detailed descriptions of the Funds, including the risks associated with
investing in the Funds, can be found further back in this Prospectus. Please be
sure to read this additional information BEFORE you invest. Each of the Funds
may at times use certain types of investment derivatives such as options,
futures, forwards and swaps. The use of these techniques involves special risks
that are discussed in this Prospectus.

The Risk/Return Summary includes a table for each Fund showing its average
annual returns and a bar chart showing its annual returns. The table and bar
chart provide an indication of the historical risk of an investment in each Fund
by showing:

o how the Fund's average annual returns for one, five, and 10 years (or over
the life of the Fund if the Fund is less than 10 years old) compare to
those of a broad based securities market index; and

o changes in the Fund's performance from year to year over 10 years (or over
the life of the Fund if the Fund is less than 10 years old).

A Fund's past performance, of course, does not necessarily indicate how it will
perform in the future. As with all investments, you may lose money by investing
in the Funds.

3
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DOMESTIC STOCK FUNDS

The Domestic Stock Funds offer investors seeking capital appreciation a range of
alternative approaches to investing primarily in U.S. equity markets.

Alliance Premier Growth Fund
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OBJECTIVE:

The Fund's investment objective is long-term growth of capital by investing
predominantly in equity securities of a limited number of large, carefully
selected, high-quality U.S. companies that are judged likely to achieve superior
earnings growth.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The Fund invests primarily in equity securities of U.S. companies. Unlike most
equity funds, the Fund focuses on a relatively small number of intensively
researched companies. Alliance selects the Fund's investments from a research
universe of more than 500 companies that have strong management, superior
industry positions, excellent balance sheets and superior earnings growth
prospects.

Normally, the Fund invests in about 40-60 companies, with the 25 most highly
regarded of these companies usually constituting approximately 70% of the Fund's
net assets. During market declines, while adding to positions in favored stocks,
the Fund becomes somewhat more aggressive, gradually reducing the number of
companies represented in its portfolio. Conversely, in rising markets, while
reducing or eliminating fully valued positions, the Fund becomes somewhat more
conservative, gradually increasing the number of companies represented in its
portfolio. Through this approach, Alliance seeks to gain positive returns in
good markets while providing some measure of protection in poor markets. The
Fund also may invest up to 20% of its net assets in convertible securities.

Among the principal risks of investing in the Fund is market risk. Because the
Fund invests in a smaller number of securities than many other equity funds,
your investment has the risk that changes in the value of a single security may
have a more significant effect, either negative or positive, on the Fund's net
asset value.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

PERFORMANCE TABLE
- --------------------------------------------------------------------------------
Since
1 Year 5 Years Inception
- --------------------------------------------------------------------------------
Class A 23.51% 34.86% 25.01%
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Class B 24.13% 35.13% 24.98%
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Class C 27.12% 35.13% 24.98%
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Russell 1000
Growth Index 33.16% 32.41% 23.43%
- --------------------------------------------------------------------------------

Index returns and average annual total returns are for the periods ended
December 31, 1999. Average annual total returns reflect imposition of the
maximum front-end or contingent deferred sales charges as well as conversion
of Class B shares to Class A shares after the applicable period. Inception date
of Class A and Class B shares is 9/28/92. Since inception index returns are
from month-end of applicable class inception date. Performance information for
periods prior to the inception of Class C shares (5/3/93) is the performance
of the Fund's Class A shares adjusted to reflect the higher expense ratio of
Class C shares. The average annual total return for Class C shares since its
actual inception date was 26.61%. Index return for the comparable period
was 25.06%.

BAR CHART
- --------------------------------------------------------------------------------

The annual returns in the bar chart are for the Fund's Class A shares and do not
reflect sales loads. If sales loads were reflected, returns would be less than
those shown.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a n/a n/a 9.98 -5.80 46.87 24.14 32.67 49.31 28.98
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

You should consider an investment in the Fund as a long-term investment. The
Fund's returns will fluctuate over long and short periods. For example, during
the period shown in the bar chart, the Fund's:

Best Quarter was up 31.05%, 4th quarter, 1998; and Worst Quarter was down
- -12.10%, 3rd quarter, 1998.

4
<PAGE>

Alliance Health Care Fund
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OBJECTIVE:

The Fund's investment objective is capital appreciation and, secondarily,
current income.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

Under normal circumstances, the Fund invests at least 65%, and normally
substantially all, of the value of its total assets in securities issued by
companies principally engaged in health care and health care-related industries
("Health Care Industries") (companies principally engaged in the discovery,
development, provision, production or distribution of products and services that
relate to the diagnosis, treatment and prevention of diseases or other medical
disorders). Although the payment of dividends will be a factor considered in the
selection of investments for the Fund, the Fund seeks primarily to take
advantage of capital appreciation opportunities identified by Alliance in
emerging technologies and services in Health Care Industries by investing in
companies which are expected to profit from the development of new products and
services for these industries. Under normal circumstances, the Fund invests
primarily in the equity securities of U.S. companies. The Fund may invest up to
40% of its total assets in securities of non-U.S. companies and other foreign
securities. The Fund may invest in new, smaller or less-seasoned companies as
well as in larger, established companies in Health Care Industries.

Among the principal risks of investing in the Fund are market risk and
industry/sector risk. Unlike many other equity funds, the Fund invests in the
securities of companies principally engaged in Health Care Industries. As a
result, certain economic conditions and market changes that affect those
industries may have a more significant effect on the Fund's net asset value than
on the value of a more broadly diversified fund. For example, the Fund's share
price could be affected by changes in competition, legislation or government
regulation, government funding, product liability and other litigation, the
obsolescence or development of products, or other factors specific to the health
care and health sciences industries. The Fund's investments in foreign
securities have foreign risk and currency risk. The Fund's investment in small-
to mid-capitalization companies have capitalization risk. These investments may
be more volatile than investments in large-cap companies.

BAR CHART AND PERFORMANCE TABLE:

There is no bar chart or performance table for the Fund because it has not
completed a full calendar year of operations.

5
<PAGE>

Alliance Growth Fund
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OBJECTIVE:

The Fund's investment objective is long-term growth of capital. Current income
is incidental to the Fund's objective.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The Fund invests primarily in equity securities of companies with favorable
earnings outlooks and whose long-term growth rates are expected to exceed that
of the U.S. economy over time. The Fund emphasizes investments in large- and
mid-cap companies. The Fund also may invest up to 25% of its total assets in
lower-rated, fixed-income securities and convertible bonds and generally up to
15% of its total assets in foreign securities.

Among the principal risks of investing in the Fund is market risk. Investments
in mid-cap companies may be more volatile than investments in large-cap
companies. To the extent the Fund invests in lower-rated, fixed-income
securities and convertible bonds, your investment may have interest rate or
credit risk. The Fund's investments in foreign securities have foreign risk and
currency risk.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

PERFORMANCE TABLE
- --------------------------------------------------------------------------------
1 Year 5 Years 10 Years
- --------------------------------------------------------------------------------
Class A 20.24% 25.59% 21.26%
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Class B 20.71% 25.81% 19.11%
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Class C 23.72% 25.81% 20.60%
- --------------------------------------------------------------------------------
S&P 500 Index 21.03% 28.54% 18.19%
- --------------------------------------------------------------------------------

Performance information for periods prior to the inception of Class A shares
(9/4/90) and Class C shares (8/2/93) is the performance of the Fund's Class B
shares adjusted, in the case of Class A shares, to reflect the lower expense
ratio of Class A shares. The average annual total returns for Class A and Class
C shares since their actual inception dates were 23.58% and 20.91%,
respectively. Index returns for the comparable periods (which date from
month-end following applicable Class inception date) were 21.34% and
22.48%, respectively.

BAR CHART
- --------------------------------------------------------------------------------
The annual returns in the bar chart are for the Fund's Class B shares and do not
reflect sales loads. If sales loads were reflected, returns would be less than
those shown.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

- -7.96 62.39 9.81 28.21 -1.84 28.65 22.32 26.22 27.23 24.71
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 29.47%, 1st quarter, 1991; and Worst Quarter was down
- -20.45%, 3rd quarter, 1990.

6
<PAGE>

Alliance Technology Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

The Fund's investment objective is growth of capital. Current income is
incidental to the Fund's objective.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The Fund invests primarily in securities of companies that use technology
extensively in the development of new or improved products or processes. Within
this framework, the Fund may invest in any company and industry and in any type
of security with potential for capital appreciation. It invests in well-known,
established companies or in new or unseasoned companies. The Fund also may
invest in debt securities and up to 10% of its total assets in foreign
securities.

Among the principal risks of investing in the Fund are market risk and
industry/sector risk. In addition, technology stocks, especially those of
smaller, less-seasoned companies, tend to be more volatile than the overall
stock market. To the extent the Fund invests in debt and foreign securities,
your investment has interest rate risk, credit risk, currency risk and foreign
risk.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

PERFORMANCE TABLE
- --------------------------------------------------------------------------------
1 Year 5 Years 10 Years
- --------------------------------------------------------------------------------
Class A 64.47% 37.33% 29.42%
- --------------------------------------------------------------------------------
Class B 66.56% 37.56% 29.48%
- --------------------------------------------------------------------------------
Class C 69.53% 37.54% 29.31%
- --------------------------------------------------------------------------------
S&P 500 Index 21.03% 28.54% 18.19%
- --------------------------------------------------------------------------------

Performance information for periods prior to the inception of Class B and Class
C shares (5/3/93) is the performance of the Fund's Class A shares adjusted to
reflect the higher expense ratio of Class B and Class C shares. The average
annual total returns for Class B and Class C shares since their actual inception
dates were 36.18% and 36.17%, respectively. Index return for the comparable
period (which date from month-end following applicable Class inception date)
was 22.17%.

BAR CHART
- --------------------------------------------------------------------------------
The annual returns in the bar chart are for the Fund's Class A shares and do not
reflect sales loads. If sales loads were reflected, returns would be less than
those shown.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

- -3.08 54.24 15.50 21.63 28.50 45.80 19.41 4.54 63.14 71.78
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 44.57%, 4th quarter, 1999; and Worst Quarter was down
- -33.21%, 3rd quarter, 1990.

7
<PAGE>

Alliance Quasar Fund
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OBJECTIVE:

The Fund's investment objective is growth of capital by pursuing aggressive
investment policies. Current income is incidental to the Fund's objective.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The Fund generally invests in a widely diversified portfolio of equity
securities spread among many industries that offer the possibility of
above-average earnings growth. The Fund currently emphasizes investment in
small-cap companies. The Fund invests in well-known and established companies
and in new and unseasoned companies. The Fund can invest in the equity
securities of any company and industry and in any type of security with
potential for capital appreciation. When selecting securities, Alliance
considers the economic and political outlook, the values of specific securities
relative to other investments, trends in the determinants of corporate profits,
and management capabilities and practices. The Fund also may invest in
non-convertible bonds, preferred stocks, and foreign securities.

Among the principal risks of investing in the Fund is market risk. Investments
in smaller companies tend to be more volatile than investments in large-cap or
mid-cap companies. To the extent the Fund invests in non-convertible bonds,
preferred stocks, and foreign stocks, your investment has interest rate risk,
credit risk, foreign risk and currency risk.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

PERFORMANCE TABLE
- --------------------------------------------------------------------------------
1 Year 5 Years 10 Years
- --------------------------------------------------------------------------------
Class A 8.16% 18.83% 10.43%
- --------------------------------------------------------------------------------
Class B 8.04% 18.95% 10.30%
- --------------------------------------------------------------------------------
Class C 11.08% 18.95% 10.14%
- --------------------------------------------------------------------------------
Russell 2000
Index 21.26% 16.69% 13.40%
- --------------------------------------------------------------------------------

Performance information for periods prior to the inception of Class B shares
(9/17/90) and Class C shares (5/3/93) is the performance of the Fund's Class A
shares adjusted to reflect the higher expense ratio of Class B and Class C
shares. The average annual total returns for Class B and Class C shares since
their actual inception dates were 13.60% and 15.37%, respectively. Index
returns for the comparable periods (which date from month-end following
applicable Class inception date) were 17.90% and 14.10%, respectively.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

- -23.44 34.27 2.81 16.16 -7.27 47.64 32.62 17.24 -4.56 12.96
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 23.10%, 1st quarter, 1991; and Worst Quarter was down
- -28.46%, 3rd quarter, 1998.

8
<PAGE>

The Alliance Fund
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OBJECTIVE:

The Fund's investment objective is long-term growth of capital and income
primarily through investments in common stocks.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The Fund normally invests substantially all of its assets in high-quality common
stocks that Alliance expects to increase in value. The Fund may invest in a
broad range of companies, from large to small, but tends to emphasize attractive
opportunities in mid-cap companies. While the Fund's diversified and
high-quality investments cannot prevent fluctuations in market values, they tend
to limit investment risk and contribute to achieving the Fund's objective. The
Fund also may invest in convertible securities, U.S. Government securities, and
foreign securities.

Among the principal risks of investing in the Fund is market risk. Investments
in mid-cap companies may be more volatile than investments in large-cap
companies. To the extent the Fund invests in convertible securities and U.S.
Government securities, your investment may have interest rate or credit risk.
The Fund's investments in foreign securities have foreign risk and currency
risk.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

PERFORMANCE TABLE
- --------------------------------------------------------------------------------
1 Year 5 Years 10 Years
- --------------------------------------------------------------------------------
Class A 28.20% 21.87% 15.97%
- --------------------------------------------------------------------------------
Class B 28.63% 21.91% 15.93%
- --------------------------------------------------------------------------------
Class C 31.69% 21.87% 15.85%
- --------------------------------------------------------------------------------
S&P Midcap
400 Index 14.72% 23.05% 17.32%
- --------------------------------------------------------------------------------

Performance information for periods prior to the inception of Class B shares
(3/4/91) and Class C shares (5/3/93) is the performance of the Fund's Class A
shares adjusted to reflect the higher expense ratio of Class B and Class C
shares. The average annual total returns for Class B and Class C shares since
their actual inception dates were 16.40% and 17.66%, respectively. Index
returns for the comparable periods (which date from month-end following
applicable Class inception date) were 17.93% and 17.82%, respectively.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

- -4.36 33.91 14.70 14.26 -2.51 34.84 17.54 36.01 -2.72 33.90
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 26.41%, 4th quarter, 1999; and Worst Quarter was down
- -24.32%, 3rd quarter, 1998.

9
<PAGE>

TOTAL RETURN FUNDS

The Total Return Funds offer investors seeking both growth of capital and
current income a range of investment alternatives.

Alliance Growth and Income Fund
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OBJECTIVE:

The Fund's investment objective is appreciation through investments primarily in
dividend-paying common stocks of good quality, although the Fund also may invest
in fixed-income and convertible securities.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The Fund invests primarily in dividend-paying common stocks of large, well-
established, "blue-chip" companies. The Fund also may invest in fixed-income
and convertible securities and in securities of foreign issuers.

Among the principal risks of investing in the Fund are market risk, interest
rate risk and credit risk. The Fund's investments in foreign securities have
currency risk and foreign risk.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

PERFORMANCE TABLE
- --------------------------------------------------------------------------------
1 Year 5 Years 10 Years
- --------------------------------------------------------------------------------
Class A 6.16% 23.23% 14.56%
- --------------------------------------------------------------------------------
Class B 6.20% 23.23% 14.35%
- --------------------------------------------------------------------------------
Class C 8.86% 23.22% 14.20%
- --------------------------------------------------------------------------------
Russell 1000
Value Index 7.35% 23.07% 15.60%
- --------------------------------------------------------------------------------

Performance information for periods prior to the inception of Class B shares
(2/8/91) and Class C shares (5/3/93) is the performance of the Fund's Class A
shares adjusted to reflect the higher expense ratio of Class B and Class C
shares. The average annual total returns for Class B and Class C shares since
their actual inception dates were 15.19% and 17.38%, respectively. Index
returns for the comparable periods (which date from month-end following
applicable Class inception date) were 17.50% and 17.90%, respectively.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

- -1.69 27.08 4.52 9.96 -4.20 37.86 24.13 28.86 21.23 10.78
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 23.25%, 4th quarter, 1998; and Worst Quarter was down
- -13.82%, 3rd quarter, 1998.

10
<PAGE>

Alliance Balanced Shares
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OBJECTIVE:

The Fund's investment objective is high return through a combination of current
income and capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The Fund invests in a diversified portfolio of equity and fixed-income
securities. The percentage of the Fund's assets invested in each type of
security will vary, but the Fund will not purchase a security if, as a result,
less than 25% of the Fund's total assets will be invested in fixed-income senior
securities. The Fund invests in common and preferred stocks, U.S. Government and
agency securities, bonds and senior debt securities. The Fund's investments in
each type of security depends on current economic conditions and market
outlooks. The Fund also may invest up to 15% of its total assets in foreign
equity and fixed-income securities.

Among the principal risks of investing in the Fund are market risk, interest
rate risk, allocation risk and credit risk. To the extent the Fund invests in
foreign securities, your investment has currency risk and foreign risk.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

PERFORMANCE TABLE
- --------------------------------------------------------------------------------
1 Year 5 Years 10 Years
- --------------------------------------------------------------------------------
Class A 0.45% 15.41% 10.31%
- --------------------------------------------------------------------------------
Class B 0.26% 15.51% 10.18%
- --------------------------------------------------------------------------------
Class C 3.18% 15.55% 10.03%
- --------------------------------------------------------------------------------
S&P 500 Index 21.03% 28.54% 18.19%
- --------------------------------------------------------------------------------

Performance information for periods prior to the inception of Class B shares
(2/4/91) and Class C shares (5/3/93) is the performance of the Fund's Class A
shares adjusted to reflect the higher expense ratio of Class B and Class C
shares. The average annual total returns for Class B and Class C shares since
their actual inception dates were 11.06% and 11.42%, respectively. Index
returns for the comparable periods (which date from month-end following
applicable Class inception date) were 19.73% and 22.17%, respectively.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

- -2.20 20.47 6.81 9.93 -5.79 26.64 9.36 27.13 15.75 4.90
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 13.45%, 4th quarter, 1998; and Worst Quarter was down
- -8.21%, 3rd quarter, 1990.

11
<PAGE>

Alliance Utility Income Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

The Fund's investment objective is current income and capital appreciation by
investing primarily in equity and fixed-income securities of companies in the
utilities industry.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The Fund invests primarily in income-producing equity securities. The Fund
invests in securities of utility companies in the electric, telecommunications,
gas, and water utility industries. The Fund may invest in both U.S. and foreign
utility companies, although the Fund will limit its investments in issuers in
any one foreign country to no more than 15% of its total assets. The Fund may
maintain up to 35% of its net assets in lower-rated securities and up to 30% of
its net assets in convertible securities.

Among the principal risks of investing in the Fund are market risk, interest
rate risk and credit risk. Because the Fund invests a substantial portion of its
assets in companies in a specific industry, it has industry/sector risk. This is
the risk that factors affecting utility companies will have a significant effect
on the value of the Fund's investments. To the extent the Fund invests in
lower-rated securities, your investment is subject to more credit risk than a
fund that invests in higher-rated securities.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

PERFORMANCE TABLE
- --------------------------------------------------------------------------------
Since
1 Year 5 Years Inception
- --------------------------------------------------------------------------------
Class A 12.97% 19.56% 14.16%
- --------------------------------------------------------------------------------
Class B 13.23% 19.76% 14.14%
- --------------------------------------------------------------------------------
Class C 16.20% 19.78% 14.22%
- --------------------------------------------------------------------------------
NYSE Utilities
Index 14.62% 20.84% 12.90%
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a n/a n/a n/a -10.94 22.93 8.28 30.65 24.38 18.01
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 15.65%, 4th quarter, 1997; and Worst Quarter was down
- -7.50%, 1st quarter, 1994.

12
<PAGE>

Alliance Real Estate Investment Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

The Fund's investment objective is total return from long-term growth of capital
and income principally through investing in equity securities of companies that
are primarily engaged in or related to the real estate industry.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The Fund invests primarily in equity securities of real estate investment trusts
or "REITs" and other real estate industry companies. The Fund invests in real
estate companies that Alliance believes have strong property fundamentals and
management teams. The Fund seeks to invest in real estate companies whose
underlying portfolios are diversified geographically and by property type. The
Fund may invest up to 35% of its total assets in mortgage-backed securities,
which are securities that directly or indirectly represent participations in, or
are collateralized by and payable from, mortgage loans secured by real property.

Among the principal risks of investing in the Fund are market risk, interest
rate risk and credit risk. Because the Fund invests a substantial portion of its
assets in the real estate market, it has industry/sector risk. The Fund has many
of the same risks as direct ownership of real estate including the risk that the
value of real estate could decline due to a variety of factors affecting the
real estate market. In addition, REITs are dependent on the capability of their
managers, may have limited diversification, and could be significantly affected
by changes in tax laws. Because the Fund invests in mortgage-backed securities,
it is subject to the risk that mortgage loans will be prepaid when interest
rates decline, forcing the Fund to reinvest in securities with lower interest
rates. For this and other reasons, mortgage-backed securities may have
significantly greater price and yield volatility than traditional debt
securities.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

PERFORMANCE TABLE
- --------------------------------------------------------------------------------
Since
1 Year Inception
- --------------------------------------------------------------------------------
Class A -10.66% 1.65%
- --------------------------------------------------------------------------------
Class B -10.85% 2.01%
- --------------------------------------------------------------------------------
Class C -8.21% 2.31%
- --------------------------------------------------------------------------------
S&P 500 Index 21.03% 28.02%
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a n/a n/a n/a n/a n/a n/a 22.98 -20.22 -6.70
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 14.55%, 3rd quarter, 1997; and Worst Quarter was down
- -12.33%, 3rd quarter, 1998.

13
<PAGE>

GLOBAL STOCK FUNDS

The Global Stock Funds offer investors seeking long-term capital appreciation a
range of alternative approaches to investing in foreign securities.

Alliance New Europe Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

The Fund's investment objective is long-term capital appreciation through
investments primarily in the equity securities of companies based in Europe.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The Fund invests primarily in equity securities of European companies. The Fund
diversifies its investments among a number of European countries and normally
invests in companies based in at least three of these countries, although it may
invest 25% or more of its assets in issuers in a single country. The Fund may
invest up to 35% of its total assets in high-quality, U.S. Dollar or foreign
currency denominated, fixed-income securities issued or guaranteed by European
governmental entities, European or multinational companies, or supranational
organizations. At December 31, 1999, the Fund had approximately 26% of its
assets invested in securities of United Kingdom issuers.

Among the principal risks of investing in the Fund are market risk, foreign risk
and currency risk. In addition, the Fund's investments in U.S. Dollar or foreign
currency denominated fixed-income securities have interest rate and credit risk.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

PERFORMANCE TABLE
- --------------------------------------------------------------------------------
Since
1 Year 5 Years Inception
- --------------------------------------------------------------------------------
Class A 20.76% 20.33% 12.72%
- --------------------------------------------------------------------------------
Class B 21.24% 20.51% 12.86%
- --------------------------------------------------------------------------------
Class C 24.21% 20.52% 12.67%
- --------------------------------------------------------------------------------
MSCI Europe
Index 16.23% 22.54% 15.48%
- --------------------------------------------------------------------------------

Performance information for periods prior to the inception of Class B shares
(3/5/91) and Class C shares (5/3/93) is the performance of the Fund's Class A
shares adjusted to reflect the higher expense ratio of Class B and Class C
shares. The average annual total returns for Class B and Class C shares since
their actual inception dates were 14.65% and 18.83%, respectively. Index
returns for the comparable periods were 16.54% and 20.08%, respectively.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a 3.30 -0.53 34.57 4.64 18.63 20.58 18.83 24.99 26.12
- --------------------------------------------------------------------------------
90 98 92 93 94 95 96 97 91 99
Calendar Year End

Best Quarter was up 24.84%, 4th quarter, 1999; and Worst Quarter was down
- -19.73%, 3rd quarter, 1998.

14
<PAGE>

Alliance Worldwide Privatization Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

The Fund's investment objective is long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The Fund invests primarily in equity securities of companies that are
undergoing, or have undergone, privatization. The Fund also invests in
securities of companies that will benefit from privatizations. The Fund takes
advantage of investment opportunities, historically inaccessible to U.S.
individual investors, that result from the privatization of state enterprises in
both established and developing economies. Because privatizations are integral
to a country's economic restructuring, securities sold in initial public
offerings often are attractively priced to secure the issuer's transition to
private sector ownership. In addition, these enterprises often dominate their
local markets and have the potential for significant managerial and operational
efficiency gains.

The Fund diversifies its investments among a number of countries and normally
invests in issuers based in at least four, and usually considerably more,
countries. The Fund may invest up to 30% of its total assets in any one of
France, Germany, Great Britain, Italy, and Japan and may invest all of its
assets in a single world region. The Fund also may invest up to 35% of its total
assets in debt securities and convertible debt securities of privatized
companies.

Among the principal risks of investing in the Fund are market risk, foreign risk
and currency risk. Because the Fund invests in companies that are undergoing, or
have undergone, privatization, it has industry/sector risk. These companies
could have more risk because they have no operating history as a private
company. In addition, the Fund's investments in U.S. Dollar or foreign currency
denominated fixed-income securities have interest rate and credit risk.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

PERFORMANCE TABLE
- --------------------------------------------------------------------------------
Since
1 Year 5 Years Inception
- --------------------------------------------------------------------------------
Class A 49.67% 18.98% 16.81%
- --------------------------------------------------------------------------------
Class B 51.14% 19.16% 16.88%
- --------------------------------------------------------------------------------
Class C 54.04% 19.16% 16.88%
- --------------------------------------------------------------------------------
MSCI World Index
(minus the U.S.) 28.27% 13.42% 12.04%
- --------------------------------------------------------------------------------

Performance information for periods prior to the inception of Class C shares
(2/8/95) is the performance of the Fund's Class A shares adjusted to reflect the
higher expense ratio of Class C shares. The average annual total return for
Class C since its actual inception date was 20.64%. Index return for the
comparable period was 14.85%.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a n/a n/a n/a n/a 4.91 23.14 13.18 8.92 56.33
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 34.15%, 4th quarter, 1999; and Worst Quarter was down
- -17.44%, 3rd quarter, 1998.

15
<PAGE>

Alliance International Premier Growth Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

The Fund's investment objective is long-term growth of capital by investing
predominantly in equity securities of a limited number of carefully selected
non-U.S. companies that are judged likely to achieve superior earnings growth.
Current income is incidental to the Fund's objective.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The Fund invests primarily in equity securities of comparatively large,
high-quality, non-U.S. companies. The Fund invests in at least four, and usually
considerably more, countries. Normally, the Fund invests no more than 15% of its
total assets in issuers of any one foreign country, but may invest up to 35%
of its total assets in the United Kingdom and Japan and up to 25% of its
total assets in each of Canada, France, Germany, Italy, The Netherlands and
Switzerland. Unlike more typical international equity funds, the Fund focuses
on a relatively small number of intensively researched companies. Alliance
selects the Fund's investments from a research universe of approximately
900 companies.

Normally, the Fund invests in about 40 companies, with the 30 most highly
regarded of these companies usually constituting approximately 70%, and often
more, of the Fund's net assets. The Fund invests in companies with market values
generally in excess of $10 billion. Alliance may take advantage of market
volatility to adjust the Fund's portfolio positions. To the extent consistent
with local market liquidity considerations, the Fund strives to capitalize on
apparently unwarranted price fluctuations, both to purchase or increase
positions on weakness and to sell or reduce overpriced holdings. The Fund
invests primarily in equity securities and also may invest in convertible
securities.

Among the principal risks of investing in the Fund are market risk, foreign risk
and currency risk. In addition, since the Fund invests in a smaller number of
securities than many other international equity funds, changes in the value of a
single security may have a more significant effect, either negative or positive,
on the Fund's net asset value.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

PERFORMANCE TABLE
- --------------------------------------------------------------------------------
Since
1 Year Inception
- --------------------------------------------------------------------------------
Class A 40.89% 20.85%
- --------------------------------------------------------------------------------
Class B 42.19% 21.47%
- --------------------------------------------------------------------------------
Class C 45.09% 22.81%
- --------------------------------------------------------------------------------
MSCI EAFE Index 27.30% 17.93%
- --------------------------------------------------------------------------------

BAR CHART
- --------------------------------------------------------------------------------
The annual return in the bar chart is for the Fund's Class A shares and does not
reflect sales loads. If sales loads were reflected, the annual return would be
less than that shown.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a n/a n/a n/a n/a n/a n/a n/a n/a 47.21
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 30.43%, 4th quarter, 1999; and Worst Quarter was up 3.29%,
1st quarter, 1999.

16
<PAGE>

Alliance Global Small Cap Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

The Fund's investment objective is long-term growth of capital through
investment in a global portfolio of equity securities of selected companies with
relatively small market capitalizations.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The Fund invests primarily in equity securities of global companies, both
domestic and foreign, with relatively small market capitalizations. The Fund's
investments emphasize companies that are in the smallest 20% of the U.S. stock
market (or less than approximately $1.5 billion). Although these companies are
small by U.S. standards, they may be among the largest companies in their own
countries. The Fund may invest up to 35% of its total assets in securities of
companies whose market capitalizations exceed the Fund's size standard. The Fund
invests in at least three countries, including the U.S.

Among the principal risks of investing in the Fund are market risk, foreign risk
and currency risk. Investments in smaller companies tend to be more volatile
than investments in large-cap or mid-cap companies.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

PERFORMANCE TABLE
- --------------------------------------------------------------------------------
1 Year 5 Years 10 Years
- --------------------------------------------------------------------------------
Class A 40.43% 18.98% 9.36%
- --------------------------------------------------------------------------------
Class B 41.53% 19.15% 9.23%
- --------------------------------------------------------------------------------
Class C 44.54% 19.16% 9.08%
- --------------------------------------------------------------------------------
MSCI World
Index 25.34% 20.25% 11.96%
- --------------------------------------------------------------------------------

Performance information for periods prior to the inception of Class B shares
(9/17/90) and Class C shares (5/3/93) is the performance of the Fund's Class A
shares adjusted to reflect the higher expense ratio of Class B and Class C
shares. The average annual total returns for Class B and Class C shares since
their actual inception dates were 12.56% and 15.58%, respectively. Index
returns for the comparable periods (which date from month-end following
applicable class inception date) were 16.39% and 16.96%, respectively.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

- -24.89 25.29 -4.89 20.04 -4.55 27.18 19.37 8.08 3.56 46.65
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 31.92%, 4th quarter, 1999; and Worst Quarter was down
- -26.77%, 3rd quarter, 1990.

17
<PAGE>

Alliance International Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

The Fund's investment objective is total return from long-term growth of capital
and income primarily through investment in a broad portfolio of marketable
securities of established non-U.S. companies, companies participating in foreign
economies with prospects for growth, including U.S. companies having their
principal activities and interests outside the U.S. and in foreign government
securities.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The Fund invests primarily in equity securities of established non-U.S.
companies, companies participating in foreign economies with prospects for
growth, including U.S. companies having their principal activities and interests
outside the U.S., and foreign government securities. The Fund diversifies its
investments broadly among countries and normally invests in companies in at
least three foreign countries, although it may invest a substantial portion of
its assets in companies in one or more foreign countries.

Among the principal risks of investing in the Fund are market risk, foreign risk
and currency risk.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

PERFORMANCE TABLE
- --------------------------------------------------------------------------------
1 Year 5 Years 10 Years
- --------------------------------------------------------------------------------
Class A 28.92% 11.09% 6.21%
- --------------------------------------------------------------------------------
Class B 29.69% 11.19% 6.00%
- --------------------------------------------------------------------------------
Class C 32.69% 11.17% 6.12%
- --------------------------------------------------------------------------------
MSCI EAFE
Index 27.30% 13.15% 7.33%
- --------------------------------------------------------------------------------

Performance information for periods prior to the inception of Class B shares
(9/17/90) and Class C shares (5/3/93) is the performance of the Fund's Class A
shares adjusted to reflect the higher expense ratio of Class B and Class C
shares. The average annual total returns for Class B and Class C shares since
their actual inception dates were 8.30% and 10.43%, respectively. Index
returns for the comparable periods (which date from month-end following
applicable class inception date) were 12.30% and 12.12%, respectively.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

- -20.95 7.72 -5.86 27.51 5.68 10.10 7.20 1.41 9.64 34.62
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 25.84%, 4th quarter, 1999; and Worst Quarter was down
- -22.29%, 3rd quarter, 1990.

18
<PAGE>

Alliance Greater China '97 Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

The Fund's investment objective is long-term capital appreciation through
investment of at least 80% of its total assets in equity securities of Greater
China companies.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The Fund invests in equity securities of Greater China companies, which are
companies in China, Hong Kong, and Taiwan. Of these countries, the Fund expects
to invest a significant portion of its assets, which may be greater than 50%, in
Hong Kong companies and may invest all of its assets in Hong Kong companies or
companies of either of the other Greater China countries. The Fund also may
invest in convertible securities and equity-linked debt securities issued or
guaranteed by Greater China companies or Greater China Governments, their
agencies, or instrumentalities. As of December 31, 1999, the Fund had
approximately 82% of its assets invested in securities of Hong Kong companies.

Among the principal risks of investing in the Fund are market risk, foreign risk
and currency risk.

Because it invests in Greater China companies, the Fund's returns will be
significantly more volatile and differ substantially from U.S. markets
generally. Your investment also has the risk that market changes or other events
affecting the Greater China countries, including political instability and
unpredictable economic conditions, may have a more significant effect on the
Fund's net asset value. In addition, the Fund is "non-diversified," meaning that
it invests more of its assets in a smaller number of companies than many other
international funds. As a result, changes in the value of a single security may
have a more significant effect, either negative or positive, on the Fund's net
asset value. The Fund's investments in debt securities have interest rate and
credit risk.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

PERFORMANCE TABLE
- --------------------------------------------------------------------------------
Since
1 Year Inception
- --------------------------------------------------------------------------------
Class A 75.11% 6.40%
- --------------------------------------------------------------------------------
Class B 77.23% 6.77%
- --------------------------------------------------------------------------------
Class C 80.20% 7.47%
- --------------------------------------------------------------------------------
MSCI China Free Index 9.94% -32.64%
- --------------------------------------------------------------------------------
MSCI Hong Kong Index 59.52% 4.44%
- --------------------------------------------------------------------------------
MSCI Taiwan Index 52.71% -1.11%
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a n/a n/a n/a n/a n/a n/a n/a -8.02 82.87
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 49.31%, 4th quarter, 1999; and Worst Quarter was down
- -26.95%, 2nd quarter, 1998.

19
<PAGE>

Alliance All-Asia Investment Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

The Fund's investment objective is long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The Fund primarily invests in securities of various types of companies based in
Asia. The Fund invests in equity securities, preferred stocks, and equity-linked
debt securities issued by Asian companies and may invest more than 50% of its
total assets in equity securities of Japanese issuers. The Fund also may invest
up to 35% of its total assets in debt securities issued or guaranteed by Asian
companies or by Asian governments, their agencies or instrumentalities, and may
invest up to 25% of its net assets in convertible securities. At December 31,
1999, the Fund had approximately 40% of its total assets invested in securities
of Japanese companies.

Among the principal risks of investing in the Fund are market risk, foreign risk
and currency risk.

Because it invests in Asian and Pacific region countries and emerging markets,
the Fund's returns will be significantly more volatile and may differ
substantially from the overall U.S. market generally. Your investment has the
risk that market changes or other factors affecting Asian and Pacific region
countries and other emerging markets, including political instability and
unpredictable economic conditions, may have a more significant effect on the
Fund's net asset value. To the extent that the Fund invests a substantial amount
of its assets in Japanese companies, your investment has the risk that market
changes or other events affecting that country may have a more significant
effect on the Fund's net asset value. In addition, the Fund's investments in
debt securities have interest rate and credit risk.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

PERFORMANCE TABLE
- --------------------------------------------------------------------------------
Since
1 Year 5 Years Inception
- --------------------------------------------------------------------------------
Class A 109.70% 6.58% 6.48%
- --------------------------------------------------------------------------------
Class B 113.43% 6.76% 6.64%
- --------------------------------------------------------------------------------
Class C 116.21% 6.81% 6.68%
- --------------------------------------------------------------------------------
MSCI All Country
Asia Pacific
Index 59.66% 1.99% 2.11%
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a n/a n/a n/a n/a 10.21 4.58 -35.10 -12.34 118.99
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 38.96%, 4th quarter, 1999; and Worst Quarter was down
- -18.81%, 4th quarter, 1997.

20
<PAGE>

SUMMARY OF PRINCIPAL RISKS

The value of your investment in a Fund will change with changes in the values of
that Fund's investments. Many factors can affect those values. In this Summary,
we describe the principal risks that may affect a Fund's portfolio as a whole.
These risks and the Funds particularly subject to these risks appear in a chart
at the end of the section. All Funds could be subject to additional principal
risks because the types of investments made by each Fund can change over time.
This Prospectus has additional descriptions of the types of investments that
appear in bold type in the discussions under "Description of Additional
Investment Practices" or "Additional Risk Considerations." These sections also
include more information about the Funds, their investments, and related risks.

MARKET RISK

This is the risk that the value of a Fund's investments will fluctuate as the
stock or bond markets fluctuate and that prices overall will decline over short-
or long-term periods. All of the Alliance Stock Funds are subject to market
risk.

INDUSTRY/SECTOR RISK

This is the risk of investments in a particular industry sector. Market or
economic factors affecting that industry or group of related industries could
have a major effect on the value of a Fund's investments. Funds particularly
subject to this risk are Alliance Health Care Fund, Alliance Technology Fund,
Alliance Utility Income Fund, Alliance Real Estate Investment Fund and Alliance
Worldwide Privatization Fund. This risk may be greater for Alliance Technology
Fund because technology stocks, especially those of smaller, less-seasoned
companies, tend to be more volatile than the overall market.

CAPITALIZATION RISK

This is the risk of investments in small- to mid-capitalization companies.
Investments in mid-cap companies may be more volatile than investments in
large-cap companies. Alliance Growth Fund and The Alliance Fund are particularly
subject to this risk. Investments in small-cap companies tend to be more
volatile than investments in large-cap or mid-cap companies. A Fund's
investments in smaller capitalization stocks may have additional risks because
these companies often have limited product lines, markets, or financial
resources. Alliance Health Care Fund, Alliance Quasar Fund and Alliance Global
Small Cap Fund are particularly subject to this risk.

INTEREST RATE RISK

This is the risk that changes in interest rates will affect the value of a
Fund's investments in income-producing, fixed-income (i.e., debt) securities.
Increases in interest rates may cause the value of a Fund's investments to
decline and this decrease in value may not be offset by the higher interest rate
income. Interest rate risk is particularly applicable to Funds that invest in
fixed-income securities and is greater for those Alliance Stock Funds that
invest a substantial portion of their assets in fixed-income securities, such as
Alliance Growth and Income Fund, Alliance Balanced Shares and Alliance Utility
Income Fund. Interest rate risk is greater for those Funds that invest in
lower-rated securities or comparable unrated securities ("junk bonds") such as
Alliance Utility Income Fund. Alliance Real Estate Investment Fund also has more
exposure to interest rate risk because it invests in real estate industry
companies and in mortgage-backed securities.

CREDIT RISK

This is the risk that the issuer of a security or the other party to an
over-the-counter transaction will be unable or unwilling to make timely payments
of interest or principal, or to otherwise honor its obligations. The degree of
risk for a particular security may be reflected in its credit rating. Credit
risk is applicable to Funds that invest in fixed-income securities and is
greater for those Alliance Stock Funds that invest a substantial portion of
their assets in lower-rated securities, such as Alliance Utility Income Fund.

FOREIGN RISK

This is the risk of investments in issuers located in foreign countries. All
Alliance Stock Funds with foreign securities are subject to this risk,
including, in particular, Alliance Health Care Fund, Alliance New Europe Fund,
Alliance Worldwide Privatization Fund, Alliance International Premier Growth
Fund, Alliance Global Small Cap Fund, Alliance International Fund, Alliance
Greater China '97 Fund and Alliance All-Asia Investment Fund. Funds investing in
foreign securities may experience more rapid and extreme changes in value than
Funds with investments solely in securities of U.S. companies. This is because
the securities markets of many foreign countries are relatively small, with a
limited number of companies representing a small number of industries.
Additionally, foreign securities issuers are usually not subject to the same
degree of regulation as U.S. issuers. Reporting, accounting, and auditing
standards of foreign countries differ, in some cases significantly, from U.S.
standards. Also, nationalization, expropriation or confiscatory taxation,
currency blockage, or political changes or diplomatic developments could
adversely affect a Fund's investments in a foreign country. In the event of
nationalization, expropriation, or other confiscation, a Fund could lose its
entire investment.

COUNTRY OR GEOGRAPHIC RISK

This is the risk of investments in issuers located in a particular country or
geographic region. Market changes or other factors affecting that country or
region, including political instability and unpredictable economic conditions,
may have a particularly significant effect on a Fund's net asset value. The
Funds particularly subject to this risk are Alliance New Europe Fund, Alliance
Worldwide Privatization Fund, Alliance International Fund, Alliance Greater
China '97 Fund and Alliance All-Asia Investment Fund.

21
<PAGE>

CURRENCY RISK

This is the risk that fluctuations in the exchange rates between the U.S. Dollar
and foreign currencies may negatively affect the value of a Fund's investments.
Funds with foreign securities are subject to this risk, including, in
particular, Alliance Health Care Fund, Alliance New Europe Fund, Alliance
Worldwide Privatization Fund, Alliance International Premier Growth Fund,
Alliance Global Small Cap Fund, Alliance International Fund, Alliance Greater
China '97 Fund and Alliance All-Asia Investment Fund.

MANAGEMENT RISK

Each Alliance Stock Fund is subject to management risk because it is an actively
managed investment portfolio. Alliance will apply its investment techniques and
risk analyses in making investment decisions for the Funds, but there is no
guarantee that its decisions will produce the intended result.

FOCUSED PORTFOLIO RISK

Funds, such as Alliance Premier Growth Fund and Alliance International Premier
Growth Fund, that invest in a limited number of companies, may have more risk
because changes in the value of a single security may have a more significant
effect, either negative or positive, on the Fund's net asset value. Similarly,
Alliance Greater China '97 Fund may have more risk because it is
"non-diversified," meaning that it can invest more of its assets in a smaller
number of companies than many other international funds.

ALLOCATION RISK

Alliance Balanced Shares has the risk that the allocation of its investments
between equity and debt securities may have a more significant effect on the
Fund's net asset value when one of these asset classes is performing more poorly
than the other.

PRINCIPAL RISKS BY FUND
- --------------------------------------------------------------------------------
The following chart summarizes the principal risks of each Fund. Risks not
marked for a particular Fund may, however, still apply to some extent to that
Fund at various times.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Industry/ Capital- Interest Country or Focused Alloc-
Market Sector ization Rate Credit Foreign Geographic Currency Manage- Portfolio ation
Fund Risk Risk Risk Risk Risk Risk Risk Risk ment Risk Risk Risk
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Alliance Premier Growth Fund o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Health Care Fund o o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Growth Fund o o o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Technology Fund o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Quasar Fund o o o
- ------------------------------------------------------------------------------------------------------------------------------------
The Alliance Fund o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Growth and
Income Fund o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Balanced Shares o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Utility Income Fund o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Real Estate
Investment Fund o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance New Europe Fund o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Worldwide
Privatization Fund o o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance International
Premier Growth Fund o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Global Small Cap
Fund o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance International Fund o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Greater China '97
Fund o o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance All-Asia Investment
Fund o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

22
<PAGE>

- --------------------------------------------------------------------------------
FEES AND EXPENSES OF THE FUNDS
- --------------------------------------------------------------------------------

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Funds.

SHAREHOLDER FEES (fees paid directly from your investment)

<TABLE>
<CAPTION>
Class A Shares Class B Shares Class C Shares
--------------- --------------- ---------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 4.25% None None

Maximum Deferred Sales Charge (Load) None 4.0%* 1.0%**
(as a percentage of original purchase price or redemption
proceeds, whichever is lower)

Exchange Fee None None None
</TABLE>

* Class B shares automatically convert to Class A shares after 8 years. The
CDSC decreases over time. For Class B shares the CDSC decreases 1.00%
annually to 0% after the 4th year.

** For Class C shares the CDSC is 0% after the first year.

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets) and
EXAMPLES

The Examples are to help you compare the cost of investing in the Funds with the
cost of investing in other funds. They assume that you invest $10,000 in each
Fund for the time periods indicated and then redeem all of your shares at the
end of those periods. They also assume that your investment has a 5% return each
year, that the Fund's operating expenses stay the same and that all dividends
and distributions are reinvested. Your actual costs may be higher or lower.

<TABLE>
<CAPTION>
Operating Expenses Examples
- ------------------------------------------------------------- ------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Alliance Premier
Growth Fund Class A Class B Class C Class A Class B+ Class B++ Class C+ Class C++
------- ------- ------- ------- -------- --------- -------- ---------
Management fees .95% .95% .95% After 1 year $ 571 $ 621 $ 221 $ 321 $ 221
Distribution (12b-1) fees .33% 1.00% 1.00% After 3 years $ 879 $ 882 $ 682 $ 682 $ 682
Other expenses .22% .23% .23% After 5 years $1,209 $1,169 $1,169 $1,169 $1,169
---- ---- ---- After 10 years $2,139 $2,341(b) $2,341(b) $2,513 $2,513
Total fund
operating expenses 1.50% 2.18% 2.18%
==== ==== ====

Alliance Health Care Fund Class A Class B Class C Class A Class B+ Class B++ Class C+ Class C++
------- ------- ------- ------- -------- --------- -------- ---------
Management fees .95% .95% .95% After 1 year $ 667 $ 723 $ 323 $ 423 $ 323
Distribution (12b-1) fees .30% 1.00% 1.00% After 3 years(c) $1,200 $1,216 $1,016 $1,016 $1,016
Other expenses 1.40% 1.40% 1.40% After 5 years(c) $1,758 $1,733 $1,733 $1,733 $1,733
---- ---- ---- After 10 years(c) $3,271 $3,472(b) $3,472(b) $3,630 $3,630
Total fund
operating expenses 2.65% 3.35% 3.35%
==== ==== ====
Fee waiver and/or expense
reimbursement (a) (.15)% (.15)% (.15)%
---- ---- ----
Net expenses 2.50% 3.20% 3.20%
==== ==== ====

Alliance Growth Fund Class A Class B Class C Class A Class B+ Class B++ Class C+ Class C++
------- ------- ------- ------- -------- --------- -------- ---------
Management fees .68% .68% .68% After 1 year $ 540 $ 593 $ 193 $ 293 $ 193
Distribution (12b-1) fees .30% 1.00% 1.00% After 3 years $ 784 $ 797 $ 597 $ 597 $ 597
Other expenses .20% .22% .22% After 5 years $1,046 $1,026 $1,026 $1,026 $1,026
---- ---- ---- After 10 years $1,796 $2,035(b) $2,035(b) $2,222 $2,222
Total fund
operating expenses 1.18% 1.90% 1.90%
==== ==== ====

Alliance Technology Fund Class A Class B Class C Class A Class B+ Class B++ Class C+ Class C++
------- ------- ------- ------- -------- --------- -------- ---------
Management fees 1.10% 1.10% 1.10% After 1 year $ 589 $ 642 $ 242 $ 344 $ 244
Distribution (12b-1) fees .30% 1.00% 1.00% After 3 years $ 932 $ 945 $ 745 $ 751 $ 751
Other expenses .28% .29% .31% After 5 years $1,299 $1,275 $1,275 $1,285 $1,285
---- ---- ---- After 10 years $2,328 $2,550(b) $2,550(b) $2,746 $2,746
Total fund
operating expenses 1.68% 2.39% 2.41%
==== ==== ====
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Please refer to the footnotes on page 25.

23
<PAGE>

<TABLE>
<CAPTION>
Operating Expenses Examples
- ------------------------------------------------------------- ------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Alliance Quasar Fund Class A Class B Class C Class A Class B+ Class B++ Class C+ Class C++
------- ------- ------- ------- -------- --------- -------- ---------
Management fees 1.01% 1.01% 1.01% After 1 year $ 589 $ 649 $ 249 $ 348 $ 248
Distribution (12b-1) fees .27% 1.00% 1.00% After 3 years $ 935 $ 967 $ 767 $ 764 $ 764
Other expenses .41% .45% .44% After 5 years $1,304 $1,311 $1,311 $1,306 $1,306
---- ---- ---- After 10 years $2,338 $2,606(b) $2,606(b) $2,786 $2,786
Total fund
operating expenses 1.69% 2.46% 2.45%
==== ==== ====

The Alliance Fund Class A Class B Class C Class A Class B+ Class B++ Class C+ Class C++
------- ------- ------- ------- -------- --------- -------- ---------
Management fees .68% .68% .68% After 1 year $ 528 $ 592 $ 192 $ 289 $ 189
Distribution (12b-1) fees .21% 1.00% 1.00% After 3 years $ 748 $ 794 $ 594 $ 585 $ 585
Other expenses .17% .21% .18% After 5 years $ 985 $1,021 $1,021 $1,006 $1,006
---- ---- ---- After 10 years $1,664 $1,995(b) $1,995(b) $2,180 $2,180
Total fund
operating expenses 1.06% 1.89% 1.86%
==== ==== ====

Alliance Growth and
Income Fund Class A Class B Class C Class A Class B+ Class B++ Class C+ Class C++
------- ------- ------- ------- -------- --------- -------- ---------
Management fees .47% .47% .47% After 1 year $ 516 $ 573 $ 173 $ 272 $ 172
Distribution (12b-1) fees .24% 1.00% 1.00% After 3 years $ 709 $ 736 $ 536 $ 533 $ 533
Other expenses .22% .23% .22% After 5 years $ 918 $ 923 $ 923 $ 918 $ 918
---- ---- ---- After 10 years $1,519 $1,804(b) $1,804(b) $1,998 $1,998
Total fund
operating expenses .93% 1.70% 1.69%
==== ==== ====

Alliance Balanced Shares Class A Class B Class C Class A Class B+ Class B++ Class C+ Class C++
------- ------- ------- ------- -------- --------- -------- ---------

Management fees .59% .59% .59% After 1 year $ 544 $ 600 $ 200 $ 299 $ 199
Distribution (12b-1) fees .25% 1.00% 1.00% After 3 years $ 796 $ 818 $ 618 $ 615 $ 615
Other expenses .38% .38% .37% After 5 years $1,067 $1,062 $1,062 $1,057 $1,057
---- ---- ---- After 10 years $1,840 $2,102(b) $2,102(b) $2,285 $2,285
Total fund
operating expenses 1.22% 1.97% 1.96%
==== ==== ====

Alliance Utility Income Fund Class A Class B Class C Class A Class B+ Class B++ Class C+ Class C++
------- ------- ------- ------- -------- --------- -------- ---------
Management fees .75% .75% .75% After 1 year $ 571 $ 623 $ 223 $ 323 $ 223
Distribution (12b-1) fees .30% 1.00% 1.00% After 3 years (c) $ 925 $ 938 $ 738 $ 738 $ 738
Other expenses .68% .69% .69% After 5 years (c) $1,303 $1,279 $1,279 $1,279 $1,279
---- ---- ---- After 10 years (c) $2,361 $2,582(b) $2,582(b) $2,758 $2,758
Total fund
operating expenses 1.73% 2.44% 2.44%
==== ==== ====
Waiver and/or expense
reimbursement (a) (.23)% (.24)% (.24)%
==== ==== ====
Net expenses 1.50% 2.20% 2.20%
==== ==== ====

Alliance Real Estate
Investment Fund Class A Class B Class C Class A Class B+ Class B++ Class C+ Class C++
------- ------- ------- ------- -------- --------- -------- ---------
Management fees .90% .90% .90% After 1 year $ 579 $ 634 $ 234 $ 333 $ 233
Distribution (12b-1) fees .30% 1.00% 1.00% After 3 years $ 903 $ 921 $ 721 $ 718 $ 718
Other expenses .38% .41% .40% After 5 years $1,249 $1,235 $1,235 $1,230 $1,230
---- ---- ---- After 10 years $2,223 $2,463(b) $2,463(b) $2,636 $2,636
Total fund
operating expenses 1.58% 2.31% 2.30%
==== ==== ====

Alliance New Europe Fund Class A Class B Class C Class A Class B+ Class B++ Class C+ Class C++
------- ------- ------- ------- -------- --------- -------- ---------
Management fees .95% .95% .95% After 1 year $ 600 $ 653 $ 253 $ 353 $ 253
Distribution (12b-1) fees .30% 1.00% 1.00% After 3 years $ 967 $ 979 $ 779 $ 779 $ 779
Other expenses .55% .55% .55% After 5 years $1,358 $1,331 $1,331 $1,331 $1,331
---- ---- ---- After 10 years $2,451 $2,664(b) $2,664(b) $2,836 $2,836
Total fund
operating expenses 1.80% 2.50% 2.50%
==== ==== ====

Alliance Worldwide
Privatization Fund Class A Class B Class C Class A Class B+ Class B++ Class C+ Class C++
------- ------- ------- ------- -------- --------- -------- ---------
Management fees 1.00% 1.00% 1.00% After 1 year $ 612 $ 666 $ 266 $ 366 $ 266
Distribution (12b-1) fees .30% 1.00% 1.00% After 3 years $1,002 $1,017 $ 817 $ 817 $ 817
Other expenses .62% .63% .63% After 5 years $1,418 $1,395 $1,395 $1,395 $1,395
---- ---- ---- After 10 years $2,573 $2,792(b) $2,792(b) $2,964 $2,964
Total fund
operating expenses 1.92% 2.63% 2.63%
==== ==== ====

- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Please refer to the footnotes on page 25.

24
<PAGE>

<TABLE>
<CAPTION>
Operating Expenses Examples
- ------------------------------------------------------------- ------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Alliance International
Premier Growth Fund Class A Class B Class C Class A Class B+ Class B++ Class C+ Class C++
------- ------- ------- ------- -------- --------- -------- ---------
Management fees 1.00% 1.00% 1.00% After 1 year $ 668 $ 724 $ 324 $ 424 $ 324
Distribution (12b-1) fees .30% 1.00% 1.00% After 3 years (c) $1,319 $1,333 $1,133 $1,131 $1,131
Other expenses 1.96% 1.93% 1.92% After 5 years (c) $1,993 $1,959 $1,959 $1,955 $1,955
---- ---- ---- After 10 years (c) $3,783 $3,959(b) $3,959(b) $4,094 $4,094
Total fund
operating expenses 3.26% 3.93% 3.92%
==== ==== ====
Waiver and/or expense
reimbursement (a) (.75)% (.72)% (.71)%
==== ==== ====
Net expenses 2.51% 3.21% 3.21%
==== ==== ====

Alliance Global
Small Cap Fund Class A Class B Class C Class A Class B+ Class B++ Class C+ Class C++
------- ------- ------- ------- -------- --------- -------- ---------
Management fees 1.00% 1.00% 1.00% After 1 year $ 655 $ 717 $ 317 $ 418 $ 318
Distribution (12b-1) fees .30% 1.00% 1.00% After 3 years $1,133 $1,169 $ 969 $ 971 $ 971
Other expenses 1.07% 1.14% 1.15% After 5 years $1,637 $1,645 $1,645 $1,649 $1,649
---- ---- ---- After 10 years $3,016 $3,271(b) $3,271(b) $3,457 $3,457
Total fund
operating expenses 2.37% 3.14% 3.15%
==== ==== ====

Alliance International Fund Class A Class B Class C Class A Class B+ Class B++ Class C+ Class C++
------- ------- ------- ------- -------- --------- -------- ---------
Management fees .95% .95% .95% After 1 year $ 600 $ 664 $ 264 $ 364 $ 264
Distribution (12b-1) fees .23% 1.00% 1.00% After 3 years (c) $ 989 $1,038 $ 838 $ 840 $ 840
Other expenses .73% .79% .80% After 5 years (c) $1,403 $1,438 $1,438 $1,442 $1,442
---- ---- ---- After 10 years (c) $2,554 $2,862(b) $2,862(b) $3,070 $3,070
Total fund
operating expenses 1.91% 2.74% 2.75%
==== ==== ====
Waiver and/or expense
reimbursement (a) (.11)% (.13)% (.14)%
==== ==== ====
Net expenses 1.80% 2.61% 2.61%
---- ---- ----

Alliance Greater
China '97 Fund Class A Class B Class C Class A Class B+ Class B++ Class C+ Class C++
------- ------- ------- ------- -------- --------- -------- ---------
Management fees 1.00% 1.00% 1.00% After 1 year $ 669 $ 725 $ 325 $ 425 $ 325
Distribution (12b-1) fees .30% 1.00% 1.00% After 3 years (c) $3,985 $4,038 $3,838 $ 3,864 $ 3,864
Other expenses 18.38% 18.22% 18.41% After 5 years (c) $6,399 $6,364 $6,364 $ 6,396 $ 6,396
------ ------ ------ After 10 years (c) $9,938 $9,968(b) $9,968(b) $10,008 $10,008
Total fund
operating expenses 19.68% 20.22% 20.41%
====== ====== ======
Waiver and/or expense
reimbursement (a) (17.16)% (17.00)% (17.19)%
====== ====== ======
Net expenses 2.52% 3.22% 3.22%
====== ====== ======

Alliance All-Asia
Investment Fund Class A Class B Class C Class A Class B+ Class B++ Class C+ Class C++
------- ------- ------- ------- -------- --------- -------- ---------
Management fees 1.00% 1.00% 1.00% After 1 year $ 663 $ 751 $ 351 $ 444 $ 344
Distribution (12b-1) fees .30% 1.00% 1.00% After 3 years (c) $1,156 $1,268 $1,068 $1,048 $1,048
Other expenses After 5 years (c) $1,675 $1,807 $1,807 $1,774 $1,774
Administration fees .15% .15% .15% After 10 years (c) $3,093 $3,526(b) $3,526(b) $3,694(b) $3,694(b)
Other operating expenses 1.48% 1.81% 1.74%
---- ---- ----
Total other expenses 1.63% 1.96% 1.89%
---- ---- ----
Total fund operating expenses 2.93% 3.96% 3.89%
==== ==== ====
Waiver and/or expense
reimbursement (a) (.48)% (.48)% (.48)%
==== ==== ====
Net expenses 2.45% 3.48% 3.41%
==== ==== ====
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

+ Assumes redemption at end of period.

++ Assumes no redemption at end of period.
(a) Reflects Alliance's contractual waiver of a portion of its advisory fee
and/or reimbursement of a portion of the Fund's operating expenses. This
waiver extends through the Fund's current fiscal year and may be extended
by Alliance for additional one-year terms.
(b) Assumes Class B shares convert to Class A shares after eight years.
(c) These examples assume that Alliance's agreement to waive management fees
and/or bear Fund expenses is not extended beyond its initial period.

25
<PAGE>

- --------------------------------------------------------------------------------
GLOSSARY
- --------------------------------------------------------------------------------

This Prospectus uses the following terms.

TYPES OF SECURITIES

Convertible securities are fixed-income securities that are convertible into
common stock.

Debt securities are bonds, debentures, notes, bills, loans, other direct debt
instruments, and other fixed, floating and variable rate debt obligations, but
do not include convertible securities.

Depositary receipts include American Depositary Receipts ("ADRs"), Global
Depositary Receipts ("GDRs") and other types of depositary receipts.

Equity securities include (i) common stocks, partnership interests, business
trust shares and other equity or ownership interests in business enterprises and
(ii) securities convertible into, and rights and warrants to subscribe for the
purchase of, such stocks, shares and interests.

Fixed-income securities are debt securities and dividend-paying preferred
stocks, including floating rate and variable rate instruments.

Foreign government securities are securities issued or guaranteed, as to payment
of principal and interest, by foreign governments, quasi-governmental entities,
governmental agencies or other governmental entities.

Qualifying bank deposits are certificates of deposit, bankers' acceptances and
interest-bearing savings deposits of banks that have total assets of more than
$1 billion and are members of the Federal Deposit Insurance Corporation.

Rule 144A securities are securities that may be resold under Rule 144A of the
Securities Act.

U.S. Government securities are securities issued or guaranteed by the United
States Government, its agencies or instrumentalities.

TYPES OF COMPANIES OR COUNTRIES

Asian company is an entity that (i) is organized under the laws of an Asian
country and conducts business in an Asian country, (ii) derives 50% or more of
its total revenues from business in Asian countries, or (iii) issues equity or
debt securities that are traded principally on a stock exchange in an Asian
country.

Asian countries are Australia, the Democratic Socialist Republic of Sri Lanka,
the Hong Kong Special Administrative Region of the People's Republic of China
(Hong Kong), the Islamic Republic of Pakistan, Japan, the Kingdom of Thailand,
Malaysia, Negara Brunei Darussalam (Brunei), New Zealand, the People's Republic
of China, the People's Republic of Kampuchea (Cambodia), the Republic of China
(Taiwan), the Republic of India, the Republic of Indonesia, the Republic of
Korea (South Korea), the Republic of the Philippines, the Republic of Singapore,
the Socialist Republic of Vietnam and the Union of Myanmar.

European Company is a company (i) organized under the laws of a European country
that issues equity or debt securities that are traded principally on a European
stock exchange, or (ii) a company that derives 50% or more of its total revenues
or profits from businesses in Europe.

Greater China company is an entity that (i) is organized under the laws of a
Greater China country and conducts business in a Greater China country, (ii)
derives 50% or more of its total revenues from businesses in Greater China
countries, or (iii) issues equity or debt securities that are traded principally
on a stock exchange in a Greater China country. A company of a particular
Greater China country is a company that meets any of these criteria with respect
to that country.

Health Care Industries include the health care and health care-related
(including health sciences) industries. These industries are principally engaged
in the discovery, development, provision, production or distribution of products
and services that relate to the diagnosis, treatment and prevention of diseases
or other medical disorders. Companies in these fields include, but are not
limited to, pharmaceutical firms; companies that design, manufacture or sell
medical supplies, equipment and support services; companies that operate
hospitals and other health care facilities; and companies engaged in medical,
diagnostic, biochemical, biotechnological or other health sciences research and
development.

Greater China countries are the People's Republic of China ("China"), the Hong
Kong Special Administrative Region of the People's Republic of China ("Hong
Kong") and the Republic of China ("Taiwan").

Non-U.S. Company is an entity that (i) is organized under the laws of a foreign
country and conducts business in a foreign country, (ii) derives 50% or more of
its total revenues from business in foreign countries, or (iii) issues equity or
debt securities that are traded principally on a stock exchange in a foreign
country.

RATING AGENCIES, RATED SECURITIES and INDEXES Duff & Phelps is Duff & Phelps
Credit Rating Co.

EAFE Index is Morgan Stanley Capital International Europe, Australasia and Far
East ("EAFE") Index.

Fitch is Fitch IBCA, Inc.

Investment grade securities are fixed-income securities rated Baa and above by
Moody's or BBB and above by S&P, Duff & Phelps or Fitch, or determined by
Alliance to be of equivalent quality.

Lower-rated securities are fixed-income securities rated Ba or below by Moody's
or BB or below by S&P, Duff & Phelps or Fitch, or determined by Alliance to be
of equivalent quality, and are commonly referred to as "junk bonds."

Moody's is Moody's Investors Service, Inc.

26
<PAGE>

Prime commercial paper is commercial paper rated Prime 1 by Moody's or A-1 or
higher by S&P or, if not rated, issued by companies that have an outstanding
debt issue rated Aa or higher by Moody's or AA or higher by S&P.

S&P is Standard & Poor's Ratings Services.

S&P 500 Index is S&P's 500 Composite Stock Price Index, a widely recognized
unmanaged index of market activity.

OTHER

1940 Act is the Investment Company Act of 1940, as amended.

Code is the Internal Revenue Code of 1986, as amended.

Commission is the Securities and Exchange Commission.

Exchange is the New York Stock Exchange.

Securities Act is the Securities Act of 1933, as amended.

- --------------------------------------------------------------------------------
DESCRIPTION OF THE FUNDS
- --------------------------------------------------------------------------------

This section of the Prospectus provides a more complete description of each
Fund's investment objectives, principal strategies and risks. Of course, there
can be no assurance that any Fund will achieve its investment objective.

Please note that:

o Additional discussion of the Funds' investments, including the risks of
the investments, can be found in the discussion under Description of
Additional Investment Practices following this section.

o The description of the principal risks for a Fund may include risks
described in the Summary of Principal Risks above. Additional information
about the risks of investing in a Fund can be found in the discussion
under Additional Risk Considerations.

o Additional descriptions of each Fund's strategies, investments and risks
can be found in the Fund's Statement of Additional Information or SAI.

o Except as noted, (i) the Funds' investment objectives are "fundamental"
and cannot be changed without a shareholder vote, and (ii) the Funds'
investment policies are not fundamental and thus can be changed without a
shareholder vote.

INVESTMENT OBJECTIVES AND PRINCIPAL POLICIES

DOMESTIC STOCK FUNDS

The Domestic Stock Funds offer investors seeking capital appreciation a range of
alternative approaches to investing in the U.S. equity markets.

Alliance Premier Growth Fund

Alliance Premier Growth Fund seeks long-term growth of capital by investing
predominantly in the equity securities of a limited number of large, carefully
selected, high-quality U.S. companies that are judged likely to achieve superior
earnings growth. As a matter of fundamental policy, the Fund normally invests at
least 85% of its total assets in the equity securities of U.S. companies. A U.S.
company is a company that is organized under United States law, has its
principal office in the United States and issues equity securities that are
traded principally in the United States. Normally, about 40-60 companies will be
represented in the Fund's portfolio, with the 25 most highly regarded of these
companies usually constituting approximately 70% of the Fund's net assets. The
Fund is thus atypical from most equity mutual funds in its focus on a relatively
small number of intensively researched companies. The Fund is designed for those
seeking to accumulate capital over time with less volatility than that
associated with investment in smaller companies.

Alliance's investment strategy for the Fund emphasizes stock selection and
investment in the securities of a limited number of issuers. Alliance relies
heavily upon the fundamental analysis and research of its large internal
research staff, which generally follows a primary research universe of more than
500 companies that have strong management, superior industry positions,
excellent balance sheets and superior earnings growth prospects. An emphasis is
placed on identifying companies whose substantially above average prospective
earnings growth is not fully reflected in current market valuations.

In managing the Fund, Alliance seeks to utilize market volatility judiciously
(assuming no change in company fundamentals), striving to capitalize on
apparently unwarranted price fluctuations, both to purchase or increase
positions on weakness and to sell or reduce overpriced holdings. The Fund
normally remains nearly fully invested and does not take significant cash
positions for market timing purposes. During market declines, while adding to
positions in favored stocks, the Fund becomes somewhat more aggressive,
gradually reducing the number of companies represented in its portfolio.
Conversely, in rising markets, while reducing or eliminating fully valued
positions, the Fund becomes somewhat more conservative, gradually increasing the
number of companies represented in its portfolio. Alliance thus seeks to gain
positive returns in good markets while providing some measure of protection in
poor markets.

Alliance expects the average market capitalization of companies represented in
the Fund's portfolio normally to be in the range, or in excess, of the average
market capitalization of companies included in the S&P 500 Index.

The Fund also may:

o invest up to 20% of its net assets in convertible securities;

o invest up to 5% of its net assets in rights or warrants;

o invest up to 15% of its total assets in foreign securities;

o purchase and sell exchange-traded index options and stock index futures
contracts; and

27
<PAGE>

o write covered exchange-traded call options on its securities of up to 15%
of its total assets, and purchase and sell exchange-traded call and put
options on common stocks written by others of up to, for all options, 10%
of its total assets.

Because the Fund invests in a smaller number of securities than many other
equity funds, your investment has the risk that changes in the value of a single
security may have a more significant effect, either negative or positive, on the
Fund's net asset value.

Alliance Health Care Fund

Alliance Health Care Fund seeks capital appreciation and, secondarily, current
income. In seeking to achieve its investment objective, under normal
circumstances the Fund invests at least 65%, and normally substantially all, of
the value of its total assets in securities issued by companies principally
engaged in Health Care Industries.

The Fund seeks investments in both new, smaller and less seasoned companies and
well-known, larger and established companies. Whenever possible, investments in
new, smaller or less seasoned companies will be made with a view to benefiting
from the development and growth of new products and markets in Health Care
Industries. Investments in these companies may offer more reward but may also
entail more risk than is generally true of larger, established companies.

While the Fund anticipates that a substantial portion of its portfolio will be
invested in the securities of U.S. companies, the Fund is not limited to
investing in such securities. Many companies in the forefront of world medical
technology are located outside the United States, primarily in Japan and Europe.
Accordingly, the Fund may invest up to 40% of the value of its total assets in
foreign securities, including up to 25% in issuers located in any one foreign
country. However, no more than 5% of the value of the Fund's total net assets
may be invested in securities of issuers located in emerging market countries.
All percentage limitations are applied at the time of investment.

Although the payment of dividends will be a factor considered in the selection
of investments for the Fund, the Fund seeks primarily to take advantage of
capital appreciation opportunities identified by Alliance in emerging
technologies and services in Health Care Industries by investing in companies
that are expected to profit from the development of new products and services
for these industries. Examples of such emerging technologies and services
include:

o New methods for administering drugs to a patient, such as surgical
implants and skin patches that enhance the effectiveness of the drugs and
may reduce patient side effects by delivering the drugs in precise
quantities over a prolonged time period or by evading natural body defense
mechanisms which delay the effect of the drugs;

o Developments in medical imaging such as the application of computer
technology to the output of conventional x-ray systems that allow for
cross-sectional images of soft tissue and organs (CT scanning) and
continuous imaging (digital radiography) as well as more advanced nuclear
medicine, ultrasound and magnetic resonance imaging (MRI);

o Advances in minimally invasive surgical techniques, such as angioplasty
and related technologies for diseased blood vessels and laser beams for
the eye, general and cardiovascular surgery, which provide greater
effectiveness, lower cost and improved patient safety than more
traditional surgical techniques;

o New therapeutic pharmaceutical compounds that control or alleviate
disease, including prescription and non-prescription drugs and treatment
regimes for conditions not controlled, alleviated or treatable by existing
medications or treatments and chemical or biological pharmaceuticals for
use in diagnostic testing;

o Advances in molecular biology such as signal transduction, cell adhesion
and cell to cell communication which have facilitated a rapid increase in
new classes of drugs. These have included monoclonal antibodies,
bio-engineered proteins and small molecules from novel synthesis and
screening techniques;

o Genomics, which allows scientists to better understand the causes of human
diseases, and in some cases has led to the manufacture of proteins for use
as therapeutic drugs;

o Gene chips and other equipment that provides for the screening, diagnosis
and treatment of diseases;

o The introduction of large scale business efficiencies to the management of
nursing homes, acute and specialty hospitals as well as free-standing
outpatient facilities, surgical centers and rehabilitation centers;

o Adaptations of microprocessors for use by pharmaceutical manufacturers,
hospitals, doctors and others in Health Care Industries to increase
distribution efficiency;

o Health care delivery organizations that combine cost effectiveness with
high quality medical care and help address the rising cost of health care;
and

o The sale of prescription drugs and other pharmaceuticals to consumers via
the Internet.

The Fund's portfolio may also include companies that provide traditional
products and services currently in use in Health Care Industries and that are
likely to benefit from any increases in the general demand for such products and
services. The following are examples of the products and services that may be
offered by companies in Health Care Industries:

o Drugs or Pharmaceuticals, including both ethical and proprietary drugs,
drug administration products and pharmaceutical components used in
diagnostic testing;

o Medical Equipment and Supplies, including equipment and supplies used by
health service companies and individual practitioners, such as electronic
equipment used for diagnosis and treatment, surgical and medical
instruments

28
<PAGE>

and other products designed especially for Health Care Industries;

o Health Care Services, including the services of clinical testing
laboratories, hospitals, nursing homes, clinics, centers for convalescence
and rehabilitation, and products and services for home health care; and

o Medical Research, including scientific research to develop drugs,
processes or technologies with possible commercial application in Health
Care Industries.

The Fund also may:

o purchase or sell forward foreign currency exchange contracts;

o enter into forward commitments for the purchase or sale of securities;

o make secured loans of portfolio securities of up to 20% of its total
assets; and

o enter into repurchase agreements.

Alliance Growth Fund

Alliance Growth Fund seeks long-term growth of capital. Current income is only
an incidental consideration. The Fund seeks to achieve its objective by
investing primarily in equity securities of companies with favorable earnings
outlooks and long-term growth rates that are expected to exceed that of the U.S.
economy over time. The Fund's investment objective is not fundamental.

The Fund also may invest up to 25% of its total assets in lower-rated
fixed-income securities and convertible bonds. The Fund generally will not
invest in securities rated at the time of purchase below Caa- by Moody's and
CCC- by S&P, Duff & Phelps or Fitch or in securities judged by Alliance to be of
comparable investment quality. From time to time, however, the Fund may invest
in securities rated in the lowest grades (i.e., C by Moody's or D or equivalent
by S&P, Duff & Phelps or Fitch) or securities of comparable investment quality
if there are prospects for an upgrade or a favorable conversion into equity
securities. If the credit rating of a security held by the Fund falls below its
rating at the time of purchase (or Alliance determines that the credit quality
of the security has deteriorated), the Fund may continue to hold the security if
such investment is considered appropriate under the circumstances.

The Fund also may:

o invest in zero-coupon and payment-in-kind bonds;

o invest in foreign securities although not generally in excess of 15% of
its total assets;

o buy or sell foreign currencies, options on foreign currencies, and foreign
currency futures contracts (and related options) and deal in forward
foreign currency exchange contracts;

o enter into forward commitments;

o buy and sell stock index futures contracts and options on futures
contracts and on stock indices;

o purchase and sell futures contracts and options on futures contracts and
U.S. Treasury securities;

o write covered call and put options;

o purchase and sell put and call options;

o make loans of portfolio securities of up to 25% of its total assets; and

o enter into repurchase agreements of up to 25% of its total assets.

Alliance Technology Fund

Alliance Technology Fund emphasizes growth of capital and invests for capital
appreciation. Current income is only an incidental consideration. The Fund may
seek income by writing listed call options. The Fund invests primarily in
securities of companies expected to benefit from technological advances and
improvements (i.e., companies that use technology extensively in the development
of new or improved products or processes). The Fund normally will have at least
80% of its assets invested in the securities of these companies. The Fund
normally will have substantially all its assets invested in equity securities,
but it also invests in debt securities offering an opportunity for price
appreciation. The Fund will invest in listed and unlisted securities, in U.S.
securities and up to 10% of its total assets in foreign securities.

The Fund's policy is to invest in any company and industry and in any type of
security with potential for capital appreciation. It invests in well-known and
established companies and in new and unseasoned companies.

The Fund also may:

o write covered call options on its securities of up to 15% of its total
assets and purchase exchange-listed call and put options, including
exchange-traded index put options of up to, for all options, 10% of its
total assets;

o invest up to 10% of its total assets in warrants; and

o make loans of portfolio securities of up to 30% of its total assets.

Because the Fund invests primarily in technology companies, factors affecting
those types of companies could have a significant effect on the Fund's net asset
value. In addition, the Fund's investments in technology stocks, especially
those of smaller, less seasoned companies, tend to be more volatile than the
overall market. The Fund's investments in debt and foreign securities have
credit risk and foreign risk.

Alliance Quasar Fund

Alliance Quasar Fund seeks growth of capital by pursuing aggressive investment
policies. The Fund invests for capital appreciation and only incidentally for
current income. The Fund's practice of selecting securities based on the
possibility of appreciation cannot, of course, ensure against a loss in value.
Moreover, because the Fund's investment policies are aggressive, an investment
in the Fund is risky and investors who want assured income or preservation of
capital should not invest in the Fund.

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The Fund invests in any company and industry and in any type of security with
potential for capital appreciation. It invests in well-known and established
companies and in new and unseasoned companies. When selecting securities for the
Fund, Alliance considers the economic and political outlook, the values of
specific securities relative to other investments, trends in the determinants of
corporate profits and management capability and practices.

The Fund invests principally in equity securities, but it also invests to a
limited degree in non-convertible bonds and preferred stocks. The Fund invests
in listed and unlisted U.S. and foreign securities. The Fund can periodically
invest in the securities of companies that are expected to appreciate due to a
development particularly or uniquely applicable to that company regardless of
general business conditions or movements of the market as a whole.

The Fund also may:

o make short sales of securities against the box but not more than 15% of
its net assets may be deposited on short sales; and

o write covered call options of up to 15% of its total assets and purchase
and sell put and call options written by others of up to, for all options,
10% of its total assets.

Investments in smaller companies may have more risk because they tend to be more
volatile than the overall stock market. The Fund's investments in
non-convertible bonds, preferred stocks and foreign stocks may have credit risk
and foreign risk.

The Alliance Fund

The Alliance Fund seeks long-term growth of capital and income primarily through
investment in common stocks. The Fund normally invests substantially all of its
assets in common stocks that Alliance believes will appreciate in value. The
Fund also may invest in other types of securities such as convertible
securities, investment grade instruments, U.S. Government securities and high
quality, short-term obligations such as repurchase agreements, bankers'
acceptances and domestic certificates of deposit. The Fund may invest without
limit in foreign securities. The Fund generally does not effect portfolio
transactions in order to realize short-term trading profits or exercise control.

The Fund also may:

o write exchange-traded covered call options on up to 25% of its total
assets;

o make secured loans of portfolio securities of up to 25% of its total
assets; and

o enter into repurchase agreements of up to seven days' duration with
commercial banks, but only if those agreements together with any
restricted securities and any securities which do not have readily
available market quotations do not exceed 10% of its net assets.

While the diversification and generally high quality of the Fund's investments
cannot prevent fluctuations in market values, they tend to limit investment risk
and contribute to achieving the Fund's objective.

TOTAL RETURN FUNDS

The Total Return Funds provide a range of investment alternatives to investors
seeking both growth of capital and current income.

Alliance Growth and Income Fund

Alliance Growth and Income Fund seeks appreciation through investments primarily
in dividend-paying common stocks of good quality. The Fund also may invest in
fixed-income securities and convertible securities.

The Fund also may try to realize income by writing covered call options listed
on domestic securities exchanges. The Fund also invests in foreign securities.
Since the purchase of foreign securities entails certain political and economic
risks, the Fund restricts its investments in these securities to issues of high
quality. The Fund also may purchase and sell financial forward and futures
contracts and options on these securities for hedging purposes.

Alliance Balanced Shares

Alliance Balanced Shares seeks a high return through a combination of current
income and capital appreciation. Although the Fund's investment objective is not
fundamental, the Fund is a "balanced" fund as a matter of fundamental policy.
The Fund invests in equity securities of high-quality, financially strong,
dividend-paying companies. Normally, the Fund's investments will consist of
about 60% in stocks, but stocks may make up to 75% of its investments. The Fund
will not purchase a security if as a result less than 25% of its total assets
will be in fixed income senior securities. These investments may include short-
and long-term debt securities, preferred stocks, convertible debt securities and
convertible preferred stocks to the extent that their values are attributable to
their fixed-income characteristics. Other than this restriction, the percentage
of the Fund's assets invested in each type of security will vary.

The Fund invests in U.S. Government securities, bonds, senior debt securities,
and preferred and common stocks in such proportions and of such type as Alliance
deems best adapted to the current economic and market outlooks. The Fund may
invest up to 15% of the value of its total assets in foreign equity and
fixed-income securities eligible for purchase by the Fund under its investment
policies described above.

The Fund also may:

o enter into contracts for the purchase or sale for future delivery of
foreign currencies;

o purchase and write put and call options on foreign currencies and enter
into forward foreign currency exchange contracts for hedging purposes; and

o subject to market conditions, write covered call options listed on a
domestic exchange to realize income.

As a balanced fund, the Fund has the risk that the allocation of its investments
between equity and debt securities may have a

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<PAGE>

more significant effect on the Fund's net asset value when one of these asset
classes is performing more poorly than the other.

Alliance Utility Income Fund

Alliance Utility Income Fund seeks current income and capital appreciation by
investing primarily in equity and fixed-income securities of companies in the
utilities industry. As a fundamental policy, the Fund normally invests at least
65% of its total assets in securities of companies in the utilities industry.

The Fund seeks to take advantage of the characteristics and historical
performance of securities of utility companies, many of which pay regular
dividends and increase their common stock dividends over time. The Fund
considers a company to be in the utilities industry if, during the most recent
twelve-month period, at least 50% of the company's gross revenues, on a
consolidated basis, were derived from its utilities activities.

The Fund may invest in securities of both U.S. and foreign issuers, although the
Fund will invest no more than 15% of its total assets in issuers in any one
foreign country. The Fund invests at least 65% of its total assets in
income-producing securities, but there is otherwise no limit on the allocation
of the Fund's investments between equity securities and fixed-income securities.
The Fund may maintain up to 35% of its net assets in lower-rated securities. The
Fund will not retain a security that is downgraded below B or determined by
Alliance to have undergone similar credit quality deterioration following
purchase.

The Fund may invest up to 35% of its total assets in equity and fixed-income
securities of domestic and foreign corporate and governmental issuers other than
utility companies. These securities include U.S. Government securities and
repurchase agreements for those securities, foreign government securities,
corporate fixed-income securities of domestic issuers, corporate fixed-income
securities of foreign issuers denominated in foreign currencies or in U.S.
Dollars (in each case including fixed-income securities of an issuer in one
country denominated in the currency of another country), qualifying bank
deposits, and prime commercial paper.

The Fund also may:

o invest up to 30% of its net assets in convertible securities;

o invest up to 5% of its net assets in rights or warrants;

o invest in depositary receipts, securities of supranational entities
denominated in the currency of any country, securities denominated in
European Currency Units, and "semi-governmental securities";

o write covered call and put options, purchase call and put options on
securities of the types in which it is permitted to invest that are
exchange-traded and over-the-counter, and write uncovered call options for
cross-hedging purposes;

o purchase and sell exchange-traded options on any securities index composed
of the types of securities in which it may invest;

o enter into contracts for the purchase or sale for future delivery of
fixed-income securities or foreign currencies, or contracts based on
financial indices, including an index of U.S. Government securities,
foreign government securities, corporate fixed-income securities, or
common stock, and may purchase and write options on futures contracts;

o purchase and write call and put options on foreign currencies traded on
U.S. and foreign exchanges or over-the-counter for hedging purposes;

o purchase or sell forward contracts;

o enter into interest rate swaps and purchase or sell interest rate caps and
floors;

o enter into forward commitments;

o enter into standby commitment agreements;

o make short sales of securities or maintain a short position;

o make secured loans of portfolio securities of up to 20% of its total
assets; and

o enter into repurchase agreements for U.S. Government securities.

The Fund's principal risks include those that arise from its investing primarily
in electric utility companies. Factors affecting that industry sector can have a
significant effect on the Fund's net asset value. The U.S. utilities industry
has experienced significant changes in recent years. Electric utility companies
in general have been favorably affected by lower fuel costs, the full or near
completion of major construction programs and lower financing costs. In
addition, many utility companies have generated cash flows in excess of current
operating expenses and construction expenditures, permitting some degree of
diversification into unregulated businesses. Regulatory changes, however, could
increase costs or impair the ability of nuclear and conventionally fueled
generating facilities to operate their facilities and reduce their ability to
make dividend payments on their securities. Rates of return of utility companies
generally are subject to review and limitation by state public utilities
commissions and tend to fluctuate with marginal financing costs. Rate changes
ordinarily lag behind changes in financing costs and can favorably or
unfavorably affect the earnings or dividend pay-outs of utilities stocks
depending upon whether the rates and costs are declining or rising.

Utility companies historically have been subject to the risks of increases in
fuel and other operating costs, high interest costs, costs associated with
compliance with environmental and nuclear safety regulations, service
interruptions, economic slowdowns, surplus capacity, competition, and regulatory
changes. There also can be no assurance that regulatory policies or accounting
standards changes will not negatively affect utility companies' earnings or
dividends. Utility companies are subject to regulation by various authorities
and may be affected by the imposition of special tariffs and changes in tax
laws. To the extent that rates are established or reviewed by governmental
authorities, utility companies are subject to the risk that such authorities
will not authorize increased rates.

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<PAGE>

Because of the Fund's policy of concentrating its investments in utility
companies, the Fund is more susceptible than most other mutual funds to
economic, political or regulatory occurrences affecting the utilities industry.

Foreign utility companies, like those in the U.S., are generally subject to
regulation, although the regulation may or may not be comparable to domestic
regulations. Foreign utility companies in certain countries may be more heavily
regulated by their respective governments than utility companies located in the
U.S. As in the U.S., foreign utility companies generally are required to seek
government approval for rate increases. In addition, many foreign utility
companies use fuels that cause more pollution than those used in the U.S. and
may yet be required to invest in pollution control equipment. Foreign utility
regulatory systems vary from country to country and may evolve in ways different
from regulation in the U.S. The percentage of the Fund's assets invested in
issuers of particular countries wil vary.

Increases in interest rates may cause the value of the Fund's investments to
decline and the decrease in value may not be offset by higher interest rate
income. The Fund's investments in lower-rated securities may be subject to more
credit risk than a fund that invests in higher-rated securities.

Alliance Real Estate Investment Fund

Alliance Real Estate Investment Fund seeks a total return from long-term growth
of capital and from income principally through investing in a portfolio of
equity securities of issuers that are primarily engaged in or related to the
real estate industry.

The Fund normally invests at least 65% of its total assets in equity securities
of real estate investment trusts, or REITs, and other real estate industry
companies. A "real estate industry company" is a company that derives at least
50% of its gross revenues or net profits from the ownership, development,
construction, financing, management, or sale of commercial, industrial, or
residential real estate or interests in these properties. The Fund invests in
equity securities that include common stock, shares of beneficial interest of
REITs, and securities with common stock characteristics, such as preferred stock
or convertible securities ("Real Estate Equity Securities").

The Fund may invest up to 35% of its total assets in (a) securities that
directly or indirectly represent participations in, or are collateralized by and
payable from, mortgage loans secured by real property ("Mortgage-Backed
Securities"), such as mortgage pass-through certificates, real estate mortgage
investment conduit certificates ("REMICs") and collateralized mortgage
obligations ("CMOs") and (b) short-term investments. These securities are
described below.

In selecting Real Estate Equity Securities, Alliance's analysis will focus on
determining the degree to which the company involved can achieve sustainable
growth in cash flow and dividend paying capability. Alliance believes that the
primary determinant of this capability is the economic viability of property
markets in which the company operates and that the secondary determinant of this
capability is the ability of management to add value through strategic focus and
operating expertise. The Fund will purchase Real Estate Equity Securities when,
in the judgment of Alliance, their market price does not adequately reflect this
potential. In making this determination, Alliance will take into account
fundamental trends in underlying property markets as determined by proprietary
models, site visits conducted by individuals knowledgeable in local real estate
markets, price-earnings ratios (as defined for real estate companies), cash flow
growth and stability, the relationship between asset value and market price of
the securities, dividend payment history, and such other factors that Alliance
may determine from time to time to be relevant. Alliance will attempt to
purchase for the Fund Real Estate Equity Securities of companies whose
underlying portfolios are diversified geographically and by property type.

The Fund may invest without limitation in shares of REITs. REITs are pooled
investment vehicles that invest primarily in income producing real estate or
real estate related loans or interests. REITs are generally classified as equity
REITs, mortgage REITs, or a combination of equity and mortgage REITs. Equity
REITs invest the majority of their assets directly in real property and derive
income primarily from the collection of rents. Equity REITs can also realize
capital gains by selling properties that have appreciated in value. Mortgage
REITs invest the majority of their assets in real estate mortgages and derive
income from the collection of interest payments. Similar to investment companies
such as the Fund, REITs are not taxed on income distributed to shareholders
provided they comply with several requirements of the Code. The Fund will
indirectly bear its proportionate share of expenses incurred by REITs in which
the Fund invests in addition to the expenses incurred directly by the Fund.

The Fund's investment strategy with respect to Real Estate Equity Securities is
based on the premise that property market fundamentals are the primary
determinant of growth underlying the performance of Real Estate Equity
Securities. Value and management further distinguishes the most attractive Real
Estate Equity Securities. The Fund's research and investment process is designed
to identify those companies with strong property fundamentals and strong
management teams. This process is comprised of real estate market research,
specific property inspection, and securities analysis. Alliance believes that
this process will result in a portfolio that will consist of Real Estate Equity
Securities of companies that own assets in the most desirable markets across the
country, diversified geographically and by property type.

To implement the Fund's research and investment process, Alliance has retained
the consulting services of CB Richard Ellis, Inc. ("CBRE"), a publicly held
company and the largest real estate services company in the United States.
CBRE's business includes real estate brokerage, property and facilities
management, and real estate finance and investment advisory activities. The
universe of property-owning real estate industry firms consists of approximately
142 companies of sufficient size and quality to merit consideration for
investment by the Fund. As consultant to Alliance, CBRE provides access to its
proprietary model, REIT-Score, which analyzes the approximately

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<PAGE>

18,000 properties owned by these 142 companies. Using proprietary databases and
algorithms, CBRE analyzes local market rent, expenses, occupancy trends, market
specific transaction pricing, demographic and economic trends, and leading
indicators of real estate supply such as building permits. Over 1,000 asset-type
specific geographic markets are analyzed and ranked on a relative scale by CBRE
in compiling its REIT-Score database. The relative attractiveness of these real
estate industry companies is similarly ranked based on the composite rankings of
the properties they own.

Once the universe of real estate industry companies has been distilled through
the market research process, CBRE's local market presence provides the
capability to perform site specific inspections of key properties. This analysis
examines specific location, condition, and sub-market trends. CBRE's use of
locally based real estate professionals provides Alliance with a window on the
operations of the portfolio companies as information can immediately be put in
the context of local market events. Only those companies whose specific property
portfolios reflect the promise of their general markets will be considered for
investment by the Fund.

Alliance further screens the universe of real estate industry companies by using
rigorous financial models and by engaging in regular contact with management of
targeted companies. Each management's strategic plan and ability to execute the
plan are determined and analyzed. Alliance makes extensive use of CBRE's network
of industry analysts in order to assess trends in tenant industries. This
information is then used to further evaluate management's strategic plans.
Financial ratio analysis is used to isolate those companies with the ability to
make value-added acquisitions. This information is combined with property market
trends and used to project future earnings potential.

The Fund may invest in short-term investments including: corporate commercial
paper and other short-term commercial obligations, in each case rated or issued
by companies with similar securities outstanding that are rated Prime-1, Aa or
better by Moody's or A-1, AA or better by S&P; obligations (including
certificates of deposit, time deposits, demand deposits and bankers'
acceptances) of banks with securities outstanding that are rated Prime-1, Aa or
better by Moody's or A-1, AA or better by S&P; and obligations issued or
guaranteed by the U.S. Government or its agencies or instrumentalities with
remaining maturities not exceeding 18 months.

The Fund may invest in debt securities rated BBB or higher by S&P or Baa or
higher by Moody's or, if not rated, of equivalent credit quality as determined
by Alliance. The Fund expects that it will not retain a debt security that is
downgraded below BBB or Baa or, if unrated, determined by Alliance to have
undergone similar credit quality deterioration, subsequent to purchase by the
Fund.

The Fund also may:

o invest up to 15% of its net assets in convertible securities;

o enter into forward commitments;

o enter into standby commitment agreements;

o make short sales of securities or maintain a short position but only if at
all times when a short position is open not more than 25% of the Fund's
net assets is held as collateral for such sales;

o invest up to 10% of its net assets in rights or warrants;

o make loans of portfolio securities of up to 25% of its total assets; and

o enter into repurchase agreements of up to seven days' duration.

Because the Fund invests a substantial portion of its assets in the real estate
market, it is subject to many of the same risks involved in direct ownership of
real estate. For example, the value of real estate could decline due to a
variety of factors affecting the real estate market generally, such as
overbuilding, increases in interest rates, or declines in rental rates. In
addition, REITs are dependent on the capability of their managers, may have
limited diversification, and could be significantly affected by changes in tax
laws.

The Fund's investments in mortgage-backed securities have prepayment risk, which
is the risk that mortgage loans will be prepaid when interest rates decline and
the Fund will have to reinvest in securities with lower interest rates. This
risk causes mortgage-backed securities to have significantly greater price and
yield volatility than traditional fixed-income securities. The Fund's
investments in REMICs, CMOs and other types of mortgage-backed securities may be
subject to special risks that are described under "Description of Investment
Practices."

GLOBAL STOCK FUNDS

The Global Stock Funds offer investors the opportunity to participate in the
potential for long-term capital appreciation available from investment in
foreign securities.

Alliance New Europe Fund

Alliance New Europe Fund seeks long-term capital appreciation through investment
primarily in the equity securities of companies based in Europe. The Fund
intends to invest substantially all of its assets in the equity securities of
European companies and has a fundamental policy of normally investing at least
65% of its total assets in these securities. The Fund may invest up to 35% of
its total assets in high-quality U.S. Dollar or foreign currency denominated
fixed-income securities issued or guaranteed by European governmental entities,
or by European or multinational companies or supranational organizations.

The Fund expects that it will invest primarily in the more established and
liquid markets in Europe. However, the Fund may also invest in the
lesser-developed markets in Europe including those countries in Southern and
Eastern Europe, as well as the former communist countries in the Soviet Union.
The Fund does not expect to invest more than 20% of its total assets in these
developing markets under normal circumstances or more than 10% of its total
assets in issuers based in any one of these developing countries.

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In managing the Fund, Alliance utilizes a disciplined approach to invest on a
bottom-up basis in those companies exhibiting the best available combination of
sustainable fundamental growth at a reasonable price. Alliance's approach
emphasizes proprietary qualitative and quantitative inputs provided by its
in-house analysts. Internal analysis focuses primarily on large to upper-medium
capitalization stocks (those with a market value of $3 billion and above).
Country and industry exposures are by-products of the stock selection process.
Alliance does not actively manage currency exposures for this Fund but may hedge
underlying exposures back to U.S. Dollars when conditions are perceived to be
extreme.

Stock selection focuses on companies in growth industries that exhibit
above-average growth based on a competitive or sustainable advantage based on
brand, technology, or market share. A stock is typically sold when its relative
fundamentals are no longer as attractive as other investment opportunities
available to the Fund. This may be a function of the stock having achieved its
fair market value, deterioration in fundamentals relative to Alliance's
expectations, or because the management team looses confidence in company
management.

The Fund diversifies its investments among a number of European countries and
normally invests in companies based in at least three of these countries. The
Fund's investment policies do not require that the Fund concentrate its
investments in any single country. However, these policies also do not prevent
the Fund from concentrating its investments in a single country and in recent
years the Fund has invested more than 25% of its total assets in the United
Kingdom The Fund may invest without limit in any single European country. During
such times, the Fund would be subject to a correspondingly greater risk of loss
due to adverse political or regulatory developments, or an economic downturn,
within that country.

The Fund also may:

o invest up to 20% of its total assets in rights or warrants;

o invest in depositary receipts or other securities convertible into
securities of companies based in European countries, debt securities of
supranational entities denominated in the Euro or the currency of any
European country, debt securities denominated in the Euro of an issuer in
a European country (including supranational issuers), and
"semi-governmental securities";

o purchase and sell forward contracts;

o write covered call or put options and sell and purchase exchange-traded
put and call options, including exchange-traded index options;

o enter into financial futures contracts, including contracts for the
purchase or sale for future delivery of foreign currencies and futures
contracts based on stock indices, and purchase and write options on
futures contracts;

o purchase and write put options on foreign currencies traded on securities
exchanges or boards of trade or over-the-counter;

o enter into forward commitments;

o enter into standby commitment agreements; and

o make secured loans of portfolio securities of up to 30% of its total
assets.

The Fund's investments in non-U.S. countries and smaller countries may have more
risk because they tend to be more volatile than the overall stock market. To the
extent the Fund invests a substantial amount of its assets in a particular
European country, your investment is subject to the risk that market changes or
other events affecting that country may have a more significant effect on the
Fund's net asset value. The Fund's investments in U.S. Dollar- or foreign
currency-denominated fixed-income securities have interest rate and credit risk.

Alliance Worldwide Privatization Fund

Alliance Worldwide Privatization Fund seeks long-term capital appreciation. As a
fundamental policy, the Fund invests at least 65% of its total assets in equity
securities issued by enterprises that are undergoing, or have undergone,
privatization (as described below), although normally significantly more of its
assets will be invested in such securities. The balance of its investments will
include securities of companies believed by Alliance to be beneficiaries of
privatizations. The Fund is designed for investors desiring to take advantage of
investment opportunities, historically inaccessible to U.S. individual
investors, that are created by privatizations of state enterprises in both
established and developing economies. These companies include those in Western
Europe and Scandinavia, Australia, New Zealand, Latin America, Asia, Eastern and
Central Europe and, to a lesser degree, Canada and the United States.

The Fund's investments in enterprises undergoing privatization may comprise
three distinct situations. First, the Fund may invest in the initial offering of
publicly traded equity securities (an "initial equity offering") of a
government- or state-owned or controlled company or enterprise (a "state
enterprise"). Secondly, the Fund may purchase securities of a current or former
state enterprise following its initial equity offering. Finally, the Fund may
make privately negotiated purchases of stock or other equity interests in a
state enterprise that has not yet conducted an initial equity offering. Alliance
believes that substantial potential for capital appreciation exists as
privatizing enterprises rationalize their management structures, operations and
business strategies in order to compete efficiently in a market economy and the
Fund will thus emphasize investments in such enterprises.

Privatization is a process through which the ownership and control of companies
or assets changes in whole or in part from the public sector to the private
sector. Through privatization a government or state divests or transfers all or
a portion of its interest in a state enterprise to some form of private
ownership. Governments and states with established economies, including France,
Great Britain, Germany, and Italy, and those with developing economies,
including Argentina, Mexico, Chile,

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<PAGE>

Indonesia, Malaysia, Poland, and Hungary, are engaged in privatizations. The
Fund will invest in any country believed to present attractive investment
opportunities.

A major premise of the Fund's approach is that the equity securities of
privatized companies offer opportunities for significant capital appreciation.
In particular, because privatizations are integral to a country's economic
restructuring, securities sold in initial equity offerings often are priced
attractively to secure the issuer's successful transition to private sector
ownership. Additionally, these enterprises often dominate their local markets
and typically have the potential for significant managerial and operational
efficiency gains.

The Fund diversifies its investments among a number of countries and normally
invests in issuers based in at least four, and usually considerably more,
countries. The Fund may invest up to 15% of its total assets in issuers in any
one foreign country, except that the Fund may invest up to 30% of its total
assets in issuers in any one of France, Germany, Great Britain, Italy and Japan.
The Fund may invest all of its assets within a single region of the world.

The Fund may invest up to 35% of its total assets in debt securities and
convertible debt securities. The Fund may maintain no more than 5% of its net
assets in lower-rated securities. The Fund will not retain a non-convertible
security that is downgraded below C or determined by Alliance to have undergone
similar credit quality deterioration following purchase.

The Fund also may:

o invest up to 20% of its total assets in rights or warrants;

o write covered call and put options, purchase put and call options on
securities of the types in which it is permitted to invest and on
exchange-traded index options, and write uncovered options for
cross-hedging purposes;

o enter into contracts for the purchase or sale for future delivery of
fixed-income securities or foreign currencies, or contracts based on
financial indices, including any index of U.S. Government securities,
foreign government securities, or common stock, and may purchase and write
options on future contracts;

o purchase and write put and call options on foreign currencies for hedging
purposes;

o purchase or sell forward contracts;

o enter into forward commitments;

o enter into standby commitment agreements;

o enter into currency swaps for hedging purposes;

o make short sales of securities or maintain a short position;

o make secured loans of portfolio securities of up to 30% of its total
assets; and

o enter into repurchase agreements for U.S. Government securities.

Investments in non-U.S. companies and smaller companies may have more risk
because they tend to be more volatile than the overall stock market. The Fund's
investments in debt securities and convertible securities have interest risk and
credit risk.

Alliance International Premier Growth Fund

Alliance International Premier Growth Fund seeks long-term capital appreciation
by investing predominately in the equity securities of a limited number of
carefully selected non-U.S. companies that are judged likely to achieve superior
earnings growth. As a matter of fundamental policy, the Fund will invest under
normal circumstances at least 85% of its total assets in equity securities. The
Fund makes investments based upon their potential for capital appreciation.
Current income is incidental to that objective.

In the main, the Fund's investments will be in comparatively large, high-quality
companies. Normally, about 40 companies will be represented in the Fund's
portfolio, and the 30 most highly regarded of these companies usually will
constitute approximately 70%, and often more, of the Fund's net assets. The Fund
thus differs from more typical international equity mutual funds by focusing on
a relatively small number of intensively researched companies. The Fund is
designed for investors seeking to accumulate capital over time. Because of
market risks inherent in any investment, the selection of securities on the
basis of their appreciation possibilities cannot ensure against possible loss in
value. There is, of course, no assurance that the Fund's investment objective
will be met.

Alliance expects the market capitalization of the companies represented in the
Fund's portfolio will generally be in excess of $10 billion.

Within the investment framework of the Fund, Alliance's Large Cap Growth Group,
headed by Alfred Harrison, Alliance's Vice Chairman, has responsibility for
managing the Fund's portfolio. As discussed below, in selecting the Fund's
portfolio investments Alliance's Large Cap Growth Group will follow a
structured, disciplined research and investment process that is essentially
similar to that which it employs in managing the Alliance Premier Growth Fund.

In managing the Fund's assets, Alliance's investment strategy will emphasize
stock selection and investment in the securities of a limited number of issuers.
Alliance depends heavily upon the fundamental analysis and research of its large
global equity research team situated in numerous locations around the world. Its
global equity analysts follow a research universe of approximately 900
companies. As one of the largest multinational investment management firms,
Alliance has access to considerable information concerning the companies in its
research universe, an in-depth understanding of the products, services, markets
and competition of these companies, and a good knowledge of their management.
Research emphasis is placed on the identification of companies whose superior
prospective earnings growth is not fully reflected in current market valuations.

Alliance constantly adds to and deletes from this universe as fundamentals and
valuations change. Alliance's global equity

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analysts rate companies in three categories. The performance of each analyst's
ratings is an important determinant of his or her incentive compensation. The
equity securities of "one-rated" companies are expected to significantly
outperform the local market in local currency terms. All equity securities
purchased for the Fund's portfolio will be selected from the universe of
approximately 100 "one-rated" companies. As noted above, the Fund usually
invests approximately 70% of its net assets in the approximately 30 of the most
highly regarded of these companies. The Fund's portfolio emphasis upon
particular industries or sectors will be a by-product of the stock selection
process rather than the result of assigned targets or ranges.

The Fund diversifies its investments among at least four, and usually
considerably more, countries. No more than 15% of the Fund's total assets will
be invested in issuers in any one foreign country, except that the Fund may
invest up to 35% of its total assets in the United Kingdom and Japan and up to
25% of its total assets in issuers in each of Canada, France, Germany, Italy,
The Netherlands and Switzerland. Within these limits, geographic distribution
of the Fund's investments among countries or regions also will be a product of
the stock selection process rather than a predetermined allocation. To the
extent that the Fund concentrates its assets within one region or country, the
Fund may be subject to any special risks associated with that region or
country. During such times, the Fund would be subject to a correspondingly
greater risk of loss due to adverse political or regulatory developments or an
economic downturn, within that country. While the Fund may engage in currency
hedging programs in periods in which Alliance perceives extreme exchange rate
risk, the Fund normally will not make significant use of currency hedging
strategies.

In the management of the Fund's investment portfolio, Alliance will seek to
utilize market volatility judiciously (assuming no change in company
fundamentals) to adjust the Fund's portfolio positions. To the extent consistent
with local market liquidity considerations, the Fund will strive to capitalize
on apparently unwarranted price fluctuations, both to purchase or increase
positions on weakness and to sell or reduce overpriced holdings. Under normal
circumstances, the Fund will remain substantially fully invested in equity
securities and will not take significant cash positions for market timing
purposes. Rather, through "buying into declines" and "selling into strength,"
Alliance seeks superior relative returns over time.

The Fund also may:

o invest up to 20% of its total assets in convertible securities;

o invest up to 20% of its total assets in rights or warrants;

o enter into contracts for the purchase or sale for future delivery of
fixed-income securities or foreign currencies, or contracts based on
financial indices, including any index of U.S. Government securities,
foreign government securities, or common stock and may purchase and write
options on such future contracts;

o purchase and write put and call options on foreign currencies for hedging
purposes;

o purchase or sell forward contracts;

o enter into standby commitment agreements;

o enter into forward commitments;

o enter into currency swaps for hedging purposes;

o make short sales of securities or maintain short positions of no more than
5% of its net assets as collateral for short sales;

o make secured loans of portfolio securities of up to 30% of its total
assets; and

o enter into repurchase agreements for U.S. Government securities.

Because the Fund invests in a smaller number of securities than many other
equity funds, your investment also has the risk that changes in the value of a
single security may have a more significant effect, either negative or positive,
on the Fund's net asset value.

Alliance Global Small Cap Fund

Alliance Global Small Cap Fund seeks long-term growth of capital through
investment in a global portfolio of the equity securities of selected companies
with relatively small market capitalization. The Fund's portfolio emphasizes
companies with market capitalizations that would have placed them (when
purchased) in about the smallest 20% by market capitalization of actively traded
U.S. companies, or market capitalizations of up to about $1.5 billion. Because
the Fund applies the U.S. size standard on a global basis, its foreign
investments might rank above the lowest 20%, and, in fact, might in some
countries rank among the largest, by market capitalization in local markets.
Normally, the Fund invests at least 65% of its assets in equity securities of
these smaller capitalization companies. These companies are located in at least
three countries, one of which may be the U.S. The Fund may invest up to 35% of
its total assets in securities of companies whose market capitalizations exceed
the Fund's size standard. The Fund's portfolio securities may be listed on a
U.S. or foreign exchange or traded over-the-counter.

The Fund also may:

o invest up to 20% of its total assets in warrants to purchase equity
securities;

o invest in depositary receipts or other securities representing securities
of companies based in countries other than the U.S.;

o purchase or sell forward foreign currency contracts;

o write covered call options on its securities of up to 15% of its total
assets, and purchase exchange-traded call and put

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<PAGE>

options, including put options on market indices of up to, for all
options, 10% of its total assets; and

o make secured loans of portfolio securities of up to 30% of its total
assets.

One of the Fund's principal risks is its investments in smaller capitalization
companies. Alliance believes that smaller capitalization companies often have
sales and earnings growth rates exceeding those of larger companies and that
these growth rates tend to cause more rapid share price appreciation. Investing
in smaller capitalization stocks, however, involves greater risk than is
associated with larger, more established companies. For example, smaller
capitalization companies often have limited product lines, markets, or financial
resources. They may be dependent for management on one or a few key persons and
can be more susceptible to losses and risks of bankruptcy. Their securities may
be thinly traded (and therefore have to be sold at a discount from current
market prices or sold in small lots over an extended period of time), may be
followed by fewer investment research analysts, and may be subject to wider
price swings. For these reasons, the Fund's investments may have a greater
chance of loss than investments in securities of larger capitalization
companies. In addition, transaction costs in small capitalization stocks may be
higher than in those of larger capitalization companies.

The Fund's investments in non-U.S. companies and in smaller companies will be
more volatile and may differ substantially from the overall U.S. market.

Alliance International Fund

Alliance International Fund seeks a total return on its assets from long-term
growth of capital and from income primarily through a broad portfolio of
marketable securities of established non-U.S. companies, companies participating
in foreign economies with prospects for growth, including U.S. companies having
their principal activities and interests outside the U.S., and foreign
government securities. Normally, the Fund will invest more than 80% of its
assets in these types of companies.

The Fund expects to invest primarily in common stocks of established non-U.S.
companies that Alliance believes have potential for capital appreciation or
income or both, but the Fund is not required to invest exclusively in common
stocks or other equity securities. The Fund may invest in any other type of
investment grade security, including convertible securities, as well as in
warrants, or obligations of the U.S. or foreign governments and their political
subdivisions.

The Fund intends to diversify its investments broadly among countries and
normally invests in at least three foreign countries, although it may invest a
substantial portion of its assets in one or more of these countries. The Fund
may invest in companies, wherever organized, that Alliance judges have their
principal activities and interests outside the U.S. These companies may be
located in developing countries, which involves exposure to economic structures
that are generally less diverse and mature, and to political systems that can be
expected to have less stability than those of developed countries. The Fund
currently does not intend to invest more than 10% of its total assets in
companies in, or governments of, developing countries.

The Fund also may:

o purchase or sell forward foreign currency exchange contracts;

o write covered call or put options, sell and purchase U.S. or foreign
exchange-listed put and call options, including exchange-traded index
options;

o enter into financial futures contracts, including contracts for the
purchase or sale for future delivery of foreign currencies and stock index
futures, and purchase and write put and call options on futures contracts
traded on U.S. or foreign exchanges or over-the-counter;

o purchase and write put options on foreign currencies traded on securities
exchanges or boards of trade or over-the-counter;

o make loans of portfolio securities of up to 30% of its total assets; and

o enter into repurchase agreements of up to seven days' duration for up to
10% of the Fund's total assets.

Investments in non-U.S. countries may have more risk because they tend to be
more volatile than the U.S. stock market. To the extent that the Fund invests a
substantial amount of its assets in a particular foreign country, an investment
in the Fund has the risk that market changes or other events affecting that
country may have a more significant effect, either negative or positive, on the
Fund's net asset value.

Alliance Greater China '97 Fund

Alliance Greater China '97 Fund is a non-diversified investment company that
seeks long-term capital appreciation through investment of at least 80% of its
total assets in equity securities issued by Greater China companies. The Fund
expects to invest a significant portion, which may be greater than 50%, of its
assets in equity securities of Hong Kong companies and may invest, from time to
time, all of its assets in Hong Kong companies or companies of either of the
other Greater China countries.

In recent years, China, Hong Kong and Taiwan have each experienced a high level
of real economic growth, although growth slowed during 1999, as expected. This
growth has resulted from advantageous economic conditions, including favorable
demographics, competitive wage rates, and rising per capita income and consumer
demand. Significantly, the growth has also been fueled by an easing by both
China and Taiwan of government restrictions and an increased receptivity to
foreign investment. This expanded, if not yet complete, openness to foreign
investment extends as well to the securities markets of both countries. Hong
Kong's free-market economy has historically included securities markets
completely open to foreign investments. All three countries have regulated stock
exchanges upon which shares of an increasing number of Greater China companies
are traded.

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<PAGE>

With its population estimated at more than 1.2 billion as a driving force, and
notwithstanding its continuing political rigidity, China's economic growth has
been coupled with significantly reduced government economic intervention and
basic economic structural change. Recent years have seen large increases in
industrial production with a significant decline in the state sector share of
industrial output, and increased involvement of local governmental units and
the private sector in establishing new business enterprises.

With China's growth has come an increasing direct and indirect economic
involvement of all three Greater China countries. For some time, Hong Kong, a
world financial and trade center in its own right, with a large stock exchange
and offices of many of the world's multinational companies, has been the gateway
to trade with and foreign investment in China. With the transfer on July 1, 1997
of the sovereignty of Hong Kong from Great Britain to China, not only the
political but the economic ties between China and Hong Kong are expected to
continue to intensify, with the continuation of Hong Kong's economic system as
provided for in the law governing its sovereignty.

Notwithstanding the, at times considerable, political tension between the two
countries, it is generally recognized that substantially increased trade and
investment with China has been generated from Taiwan, in many cases through Hong
Kong. Along with this increased interaction with China, Taiwan is becoming a
regional technological and telecommunication center, while continuing the
process of opening its economy up to foreign investment. Although geographically
limited, Taiwan boasts an economy among the world's 20 largest and its foreign
exchange reserves are the third largest in the world measured in U.S. dollars.
As China's economy continues to expand, it is expected that Taiwan's economic
interaction with China will likewise increase.

Alliance believes that over the long term conditions are favorable for
continuing and expanding economic growth in all three Greater China countries.
It is this potential which the Fund hopes to take advantage of by investing both
in established and new and emerging companies. Appendix A has additional
information about the Greater China countries.

In addition to investing in equity securities of Greater China companies, the
Fund may invest up to 20% of its total assets in (i) debt securities issued or
guaranteed by Greater China companies or by Greater China governments, their
agencies or instrumentalities and (ii) equity or debt securities issued by
issuers other than Greater China companies. The Fund will invest only in
investment grade securities. The Fund will normally sell a security that is
downgraded below investment grade or is determined by Alliance to have undergone
a similar credit quality deterioration.

The Fund also may:

o invest up to 25% of its net assets in the convertible securities;

o invest up to 20% of its net assets in rights or warrants;

o invest in depositary receipts, instruments of supranational entities
denominated in the currency of any country, securities of multinational
companies and "semi-governmental securities";

o invest up to 25% of its net assets in equity-linked debt securities with
the objective of realizing capital appreciation;

o invest up to 20% of its net assets in loans and other direct debt
securities;

o write covered call and put options, sell or purchase exchange-traded index
options, and write uncovered options for cross-hedging purposes;

o enter into contracts for the purchase or sale for future delivery of
fixed-income securities or foreign currencies, or contracts based on
financial indices, including any index of U.S. Government securities,
securities issued by foreign government entities, or common stock, and may
purchase and write options on future contracts;

o purchase and write put and call options on foreign currencies for hedging
purposes;

o purchase or sell forward contracts;

o enter into interest rate swaps and purchase or sell interest rate caps and
floors;

o enter into forward commitments;

o enter into standby commitment agreements;

o enter into currency swaps for hedging purposes;

o make short sales of securities or maintain a short position, in each case
only if against the box;

o make secured loans of portfolio securities of up to 30% of its total
assets; and

o enter into repurchase agreements for U.S. Government securities.

All or some of the policies and practices listed above may not be available to
the Fund in the Greater China countries and the Fund will utilize these policies
only to the extent permissible.

The Fund's investments in Greater China companies will be significantly more
volatile and may differ significantly from the overall U.S. market. Your
investment also has the risk that market changes or other events affecting the
Greater China countries may have a more significant effect on the Fund's net
asset value. In addition, the Fund is "non-diversified," meaning that it invests
more of its assets in a smaller number of companies than many other
international funds. As a result, changes in the value of a single security may
have a more significant effect, either negative or positive, on the Fund's net
asset value.

Alliance All-Asia Investment Fund

Alliance All-Asia Investment Fund's investment objective is long-term capital
appreciation. The Fund invests at least 65% of its total assets in equity
securities (for the purposes of this investment policy, rights, warrants, and
options to purchase

38
<PAGE>

common stocks are not deemed to be equity securities), preferred stocks and
equity-linked debt securities issued by Asian companies. The Fund may invest
up to 35% of its total assets in debt securities issued or guaranteed by Asian
companies or by Asian governments, their agencies or instrumentalities. The Fund
will invest at least 80% of its total assets in Asian companies and Asian debt
securities, but also may invest in securities issued by non-Asian issuers. The
Fund expects to invest, from time to time, a significant portion, which may be
in excess of 50%, of its assets in equity securities of Japanese companies.

In the past decade, Asian countries generally have experienced a high level of
real economic growth due to political and economic changes, including foreign
investment and reduced government intervention in the economy. Alliance believes
that certain conditions exist in Asian countries that create the potential for
continued rapid economic growth. These conditions include favorable demographics
and competitive wage rates, increasing levels of foreign direct investment,
rising per capita incomes and consumer demand, a high savings rate, and numerous
privatization programs. Asian countries also are becoming more industrialized
and are increasing their intra-Asian exports while reducing their dependence on
Western export demand. Alliance believes that these conditions are important to
the long-term economic growth of Asian countries.

As the economies of many Asian countries move through the "emerging market"
stage, thus increasing the supply of goods, services and capital available to
less developed Asian markets and helping to spur economic growth in those
markets, the potential is created for many Asian companies to experience rapid
growth. In addition, many Asian companies that have securities listed on
exchanges in more developed Asian countries will be participants in the rapid
economic growth of the less-developed countries. These companies generally offer
the advantages of more experienced management and more developed market
regulation.

As their economies have grown, the securities markets in Asian countries have
also expanded. New exchanges have been created and the number of listed
companies, annual trading volume, and overall market capitalization have
increased significantly. Additionally, new markets continue to open to foreign
investments. The Fund also offers investors the opportunity to access relatively
restricted markets. Alliance believes that investment opportunities in Asian
countries will continue to expand.

The Fund will invest in companies believed to possess rapid growth potential.
Thus, the Fund will invest in smaller, emerging companies, but will also invest
in larger, more established companies in such growing economic sectors as
capital goods, telecommunications, and consumer services.

The Fund will invest primarily in investment grade debt securities, but may
maintain not more than 5% of its net assets in lower-rated securities,
lower-rated loans, and other lower-rated direct debt instruments. The Fund will
not retain a security that is downgraded below C or determined by Alliance to
have undergone similar credit quality deterioration following purchase.

The Fund also may:

o invest up to 25% of its net assets in the convertible securities;

o invest up to 20% of its net assets in rights or warrants;

o invest in depositary receipts, instruments of supranational entities
denominated in the currency of any country, securities of multinational
companies and "semi-governmental securities";

o invest up to 25% of its net assets in equity-linked debt securities with
the objective of realizing capital appreciation;

o invest up to 25% of its net assets in loans and other direct debt
instruments;

o write covered call and put options, sell or purchase exchange-traded index
options, and write uncovered options for cross-hedging purposes;

o enter into contracts for the purchase or sale for future delivery of
fixed-income securities or foreign currencies, or contracts based on
financial indices, including any index of U.S. Government securities,
securities issued by foreign government entities, or common stock and may
purchase and write options on future contracts;

o purchase and write put and call options on foreign currencies for hedging
purposes;

o purchase or sell forward contracts;

o enter into interest rate swaps and purchase or sell interest rate caps and
floors;

o enter into forward commitments;

o enter into standby commitment agreements;

o enter into currency swaps for hedging purposes;

o make short sales of securities or maintain a short position, in each case
only if against the box;

o make secured loans of portfolio securities of up to 30% of its total
assets; and

o enter into repurchase agreements for U.S. Government securities.

The Fund's investments in Asian and Pacific region countries will be
significantly more volatile and may differ significantly from the overall U.S.
market. To the extent the Fund invests a substantial amount of its assets in
Japanese companies, your investment has the risk that market changes or other
events affecting that country may have a more significant effect on the Fund's
net asset value. The Fund's investments in debt securities have interest rate
and credit risk.

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<PAGE>

DESCRIPTION OF ADDITIONAL INVESTMENT PRACTICES

This section describes the Funds' investment practices and associated risks.
Unless otherwise noted, a Fund's use of any of these practices was specified in
the previous section.

Asset-Backed Securities. Asset-backed securities (unrelated to first mortgage
loans) represent fractional interests in pools of leases, retail installment
loans, revolving credit receivables, and other payment obligations, both
secured and unsecured. These assets are generally held by a trust and payments
of principal and interest or interest only are passed through monthly or
quarterly to certificate holders and may be guaranteed up to certain amounts by
letters of credit issued by a financial institution affiliated or unaffiliated
with the trustee or originator of the trust.

Like mortgages underlying mortgage-backed securities, underlying automobile
sales contracts or credit card receivables are subject to prepayment, which may
reduce the overall return to certificate holders. Certificate holders may also
experience delays in payment on the certificates if the full amounts due on
underlying sales contracts or receivables are not realized by the trust because
of unanticipated legal or administrative costs of enforcing the contracts or
because of depreciation or damage to the collateral (usually automobiles)
securing certain contracts, or other factors.

Convertible Securities. Prior to conversion, convertible securities have the
same general characteristics as non-convertible debt securities, which generally
provide a stable stream of income with yields that are generally higher than
those of equity securities of the same or similar issuers. The price of a
convertible security will normally vary with changes in the price of the
underlying equity security, although the higher yield tends to make the
convertible security less volatile than the underlying equity security. As with
debt securities, the market value of convertible securities tends to decrease as
interest rates rise and increase as interest rates decline. While convertible
securities generally offer lower interest or dividend yields than
non-convertible debt securities of similar quality, they offer investors the
potential to benefit from increases in the market price of the underlying common
stock. Convertible debt securities that are rated Baa or lower by Moody's or BBB
or lower by S&P, Duff & Phelps or Fitch and comparable unrated securities as
determined by Alliance may share some or all of the risks of non-convertible
debt securities with those ratings.

Currency Swaps. Currency swaps involve the individually negotiated exchange by a
Fund with another party of a series of payments in specified currencies. A
currency swap may involve the delivery at the end of the exchange period of a
substantial amount of one designated currency in exchange for the other
designated currency. Therefore, the entire principal value of a currency swap is
subject to the risk that the other party to the swap will default on its
contractual delivery obligations. A Fund will not enter into any currency swap
unless the credit quality of the unsecured senior debt or the claims-paying
ability of the counterparty is rated in the highest rating category of at least
one nationally recognized rating organization at the time of entering into the
transaction. If there is a default by the counterparty to the transaction, the
Fund will have contractual remedies under the transaction agreements.

Depositary Receipts and Securities of Supranational Entities. Depositary
receipts may not necessarily be denominated in the same currency as the
underlying securities into which they may be converted. In addition, the issuers
of the stock of unsponsored depositary receipts are not obligated to disclose
material information in the United States and, therefore, there may not be a
correlation between such information and the market value of the depositary
receipts. ADRs are depositary receipts typically issued by an U.S. bank or trust
company that evidence ownership of underlying securities issued by a foreign
corporation. GDRs and other types of depositary receipts are typically issued by
foreign banks or trust companies and evidence ownership of underlying securities
issued by either a foreign or an U.S. company. Generally, depositary receipts in
registered form are designed for use in the U.S. securities markets, and
depositary receipts in bearer form are designed for use in foreign securities
markets. For purposes of determining the country of issuance, investments in
depositary receipts of either type are deemed to be investments in the
underlying securities, except with respect to Alliance Growth Fund, where
investments in ADRs are deemed to be investments in securities issued by U.S.
issuers and those in GDRs and other types of depositary receipts are deemed to
be investments in the underlying securities.

A supranational entity is an entity designated or supported by the national
government of one or more countries to promote economic reconstruction or
development. Examples of supranational entities include, among others, the World
Bank (International Bank for Reconstruction and Development) and the European
Investment Bank. A European Currency Unit is a basket of specified amounts of
the currencies of the member states of the European Economic Community.
"Semi-governmental securities" are securities issued by entities owned by either
a national, state or equivalent government or are obligations of one of such
government jurisdictions that are not backed by its full faith and credit and
general taxing powers.

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

Forward Commitments. Forward commitments for the purchase or sale of securities
may include purchases on a "when-issued" basis or purchases or sales on a
"delayed delivery" basis. In

<PAGE>

some cases, a forward commitment may be conditioned upon the occurrence of a
subsequent event, such as approval and consummation of a merger, corporate
reorganization or debt restructuring (i.e., a "when, as and if issued" trade).

When forward commitment transactions are negotiated, the price is fixed at the
time the commitment is made, but delivery and payment for the securities take
place at a later date. Normally, the settlement date occurs within two months
after the transaction, but a Fund may negotiate settlements beyond two months.
Securities purchased or sold under a forward commitment are subject to market
fluctuations and no interest or dividends accrue to the purchaser prior to the
settlement date.

The use of forward commitments enables a Fund to protect against anticipated
changes in interest rates and prices. For instance, in periods of rising
interest rates and falling bond prices, a Fund might sell securities in its
portfolio on a forward commitment basis to limit its exposure to falling prices.
In periods of falling interest rates and rising bond prices, a Fund might sell a
security in its portfolio and purchase the same or a similar security on a
when-issued or forward commitment basis to obtain the benefit of currently
higher cash yields. If, however, Alliance were to forecast incorrectly the
direction of interest rate movements, a Fund might be required to complete such
when-issued or forward transactions at prices inferior to the then current
market values. When-issued securities and forward commitments may be sold prior
to the settlement date, but a Fund enters into when-issued and forward
commitments only with the intention of actually receiving securities or
delivering them, as the case may be. If a Fund chooses to dispose of the right
to acquire a when-issued security prior to its acquisition or dispose of its
right to deliver or receive against a forward commitment, it may incur a gain or
loss. Any significant commitment of Fund assets to the purchase of securities on
a "when, as and if issued" basis may increase the volatility of the Fund's net
asset value. No forward commitments will be made by Alliance Health Care Fund,
Alliance Utility Income Fund, Alliance Real Estate Investment Fund, Alliance New
Europe Fund, Alliance Worldwide Privatization Fund, Alliance International
Premier Growth Fund, Alliance Greater China '97 Fund or Alliance All-Asia
Investment Fund if, as a result, the Fund's aggregate commitments under the
transactions would be more than 30% of its total assets. In the event the other
party to a forward commitment transaction were to default, a Fund might lose the
opportunity to invest money at favorable rates or to dispose of securities at
favorable prices.

Forward Foreign Currency Exchange Contracts. A Fund may purchase or sell forward
foreign currency exchange contracts to minimize the risk of adverse changes in
the relationship between the U.S. Dollar and other currencies. A forward
contract is an obligation to purchase or sell a specific currency for an agreed
price at a future date, and is individually negotiated and privately traded.

A Fund may enter into a forward contract, for example, when it enters into a
contract for the purchase or sale of a security denominated in a foreign
currency in order to "lock in" the U.S. Dollar price of the security
("transaction hedge"). A Fund will not engage in transaction hedges with respect
to the currency of a particular country to an extent greater than the aggregate
amount of the Fund's transactions in that currency. When a Fund believes that a
foreign currency may suffer a substantial decline against the U.S. Dollar, it
may enter into a forward sale contract to sell an amount of that foreign
currency approximating the value of some or all of the Fund's portfolio
securities denominated in such foreign currency, or when the Fund believes that
the U.S. Dollar may suffer a substantial decline against a foreign currency, it
may enter into a forward purchase contract to buy that foreign currency for a
fixed dollar amount ("position hedge"). A Fund will not position hedge with
respect to a particular currency to an extent greater than the aggregate market
value (at the time of making such sale) of the securities held in its portfolio
denominated or quoted in that currency. Instead of entering into a position
hedge, a Fund may, in the alternative, enter into a forward contract to sell a
different foreign currency for a fixed U.S. Dollar amount where the Fund
believes that the U.S. Dollar value of the currency to be sold pursuant to the
forward contract will fall whenever there is a decline in the U.S. Dollar value
of the currency in which portfolio securities of the Fund are denominated
("cross-hedge"). Unanticipated changes in currency prices may result in poorer
overall performance for the Fund than if it had not entered into such forward
contracts.

Hedging against a decline in the value of a currency does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the
prices of such securities decline. Such transactions also preclude the
opportunity for gain if the value of the hedged currency should rise. Moreover,
it may not be possible for a Fund to hedge against a devaluation that is so
generally anticipated that the Fund is not able to contract to sell the currency
at a price above the devaluation level it anticipates. Alliance New Europe Fund,
Alliance Global Small Cap Fund and Alliance International Fund will not enter
into a forward contract with a term of more than one year or if, as a result,
more than 50% of its total assets would be committed to such contracts. Alliance
New Europe Fund's, Alliance Global Small Cap Fund's and Alliance International
Fund's investments in forward contracts will be limited to hedging involving
either specific transactions or portfolio positions. Alliance Growth Fund also
may purchase and sell foreign currency on a spot basis.

Illiquid Securities. The Funds will limit their investments in illiquid
securities to no more than 15% of their net assets, except that the limit is 10%
for Alliance Health Care Fund, Alliance International Fund, Alliance Technology
Fund, Alliance Quasar Fund, Alliance New Europe Fund, and Alliance Global Small
Cap Fund and 5% for The Alliance Fund and Alliance Growth Fund. Illiquid
securities generally include: (i) direct placements or other securities that are
subject to legal or contractual restrictions on resale or for which there is no
readily available market (e.g., when trading in the security is suspended or, in
the case of unlisted securities, when market makers do not exist or will not
entertain bids or offers), including many individually negotiated currency swaps
and any assets used to cover currency swaps and most privately negotiated
investments

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in state enterprises that have not yet conducted an initial equity offering,
(ii) over-the-counter options and assets used to cover over-the-counter
options, and (iii) repurchase agreements not terminable within seven days.

Because of the absence of a trading market for illiquid securities, a Fund may
not be able to realize their full value upon sale. Alliance will monitor the
liquidity of a Fund's investments in illiquid securities. Except with respect
to Alliance Quasar Fund, Rule 144A securities will not be treated as "illiquid"
for purposes of this limit on investments.

A Fund that invests in securities for which there is no ready market may not be
able to readily sell such securities. Such securities are unlike securities that
are traded in the open market and can be expected to be sold immediately if the
market is adequate. The sale price of illiquid securities may be lower or higher
than Alliance's most recent estimate of their fair value. Generally, less public
information is available about the issuers of such securities than about
companies whose securities are traded on an exchange. To the extent that these
securities are foreign securities, there is no law in many of the countries in
which a Fund may invest similar to the Securities Act requiring an issuer to
register the sale of securities with a governmental agency or imposing legal
restrictions on resales of securities, either as to length of time the
securities may be held or manner of resale. However, there may be contractual
restrictions on resales of non-publicly traded foreign securities.

Interest Rate Transactions (Swaps, Caps, and Floors). Each Fund that may enter
into interest rate transactions expects to do so primarily to preserve a return
or spread on a particular investment or portion of its portfolio or to protect
against any increase in the price of securities the Fund anticipates purchasing
at a later date. The Funds do not intend to use these transactions in a
speculative manner.

Interest rate swaps involve the exchange by a Fund with another party of their
respective commitments to pay or receive interest (e.g., an exchange of floating
rate payments for fixed rate payments). Interest rate swaps are entered on a net
basis (i.e., the two payment streams are netted out, with the Fund receiving or
paying, as the case may be, only the net amount of the two payments). With
respect to Alliance Utility Income Fund, Alliance Greater China '97 Fund and
Alliance All-Asia Investment Fund, the exchange commitments can involve payments
in the same currency or in different currencies. The purchase of an interest
rate cap entitles the purchaser, to the extent that a specified index exceeds a
predetermined interest rate, to receive payments of interest on a
contractually-based principal amount from the party selling such interest rate
cap. The purchase of an interest rate floor entitles the purchaser, to the
extent that a specified index falls below a predetermined interest rate, to
receive payments of interest on an agreed principal amount from the party
selling the interest rate floor.

A Fund may enter into interest rate swaps, caps, and floors on either an
asset-based or liability-based basis, depending upon whether it is hedging its
assets or liabilities. A Fund will not enter into an interest rate swap, cap, or
floor transaction unless the unsecured senior debt or the claims-paying ability
of the other party is rated in the highest rating category of at least one
nationally recognized rating organization. Alliance will monitor the
creditworthiness of counterparties on an ongoing basis. The swap market has
grown substantially in recent years, with a large number of banks and investment
banking firms acting both as principals and as agents utilizing standardized
swap documentation. As a result, the swap market has become relatively liquid.
Caps and floors are more recent innovations for which standardized documentation
has not yet been developed and, accordingly, they are less liquid than swaps.

The use of interest rate transactions is a highly specialized activity that
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions. If Alliance were to incorrectly
forecast market values, interest rates and other applicable factors, the
investment performance of a Fund would be adversely affected by the use of these
investment techniques. Moreover, even if Alliance is correct in its forecasts,
there is a risk that the transaction position may correlate imperfectly with the
price of the asset or liability being hedged. There is no limit on the amount of
interest rate transactions that may be entered into by a Fund that is permitted
to enter into such transactions. These transactions do not involve the delivery
of securities or other underlying assets or principal. Accordingly, the risk of
loss with respect to interest rate transactions is limited to the net amount of
interest payments that a Fund is contractually obligated to make. If the
counterparty to an interest rate transaction defaults, a Fund's risk of loss
consists of the net amount of interest payments that the Fund contractually is
entitled to receive.

Loans and Other Direct Debt Instruments. Loans and other direct debt instruments
are interests in amounts owed by a corporate, governmental or other borrower to
another party. They may represent amounts owed to lenders or lending syndicates
(loans and loan participations), to suppliers of goods or services (trade claims
or other receivables), or to other creditors. Direct debt instruments involve
the risk of loss in case of default or insolvency of the borrower and may offer
less legal protection to a Fund in the event of fraud or misrepresentation than
debt securities. In addition, loan participations involve a risk of insolvency
of the lending bank or other financial intermediary. Direct debt instruments may
also include standby financing commitments that obligate a Fund to supply
additional cash to the borrower on demand. Loans and other direct debt
instruments are generally illiquid and may be transferred only through
individually negotiated private transactions.

Purchasers of loans and other forms of direct indebtedness depend primarily upon
the creditworthiness of the borrower for payment of principal and interest.
Direct debt instruments may not be rated by any nationally recognized rating
service. Failure to receive scheduled interest or principal payments on these
types of investments could adversely affect a Fund's net asset value and yield.
Loans that are fully secured offer a Fund more protection than unsecured loans
in the event of non-payment of

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scheduled interest or principal. However, there is no assurance that the
liquidation of collateral from a secured loan would satisfy the borrower's
obligation, or that the collateral can be liquidated. Making loans to borrowers
whose creditworthiness is poor may involve substantial risks and may be highly
speculative.

Borrowers that are in bankruptcy or restructuring may never pay off their
indebtedness, or may pay only a small fraction of the amount owed. Direct
indebtedness of government issuers will also involve a risk that the
governmental entities responsible for the repayment of the debt may be unable,
or unwilling, to pay interest and repay principal when due.

Investments in loans through direct assignment of a financial institution's
interests with respect to a loan may involve additional risks to a Fund. For
example, if a loan is foreclosed, a Fund could become part owner of any
collateral and would bear the costs and liabilities associated with owning and
disposing of the collateral. Direct debt instruments may also involve a risk of
insolvency of the lending bank or other intermediary.

A loan is often administered by a bank or other financial institution that acts
as agent for all holders. The agent administers the terms of the loan, as
specified on the loan agreement. Unless, under the terms of the loan or other
indebtedness, a Fund has direct recourse against the borrower, it may have to
rely on the agent to apply appropriate credit remedies against a borrower. If
assets held by the agent for the benefit of a Fund were determined to be subject
to the claims of the agent's general creditors, the Fund might incur certain
costs and delays in realizing payment on the loan or loan participation and
could suffer a loss of principal or interest.

Direct indebtedness purchased by a Fund may include letters of credit, revolving
credit facilities, or other standby financing commitments obligating a Fund to
pay additional cash on demand. These commitments may have the effect of
requiring a Fund to increase its investment in a borrower at a time when it
would not otherwise have done so, even if the borrower's condition makes it
unlikely that the amount will ever be repaid.

Loans of Portfolio Securities. The risk in lending portfolio securities, as with
other extensions of credit, consists of the possible loss of rights in the
collateral should the borrower fail financially. In determining whether to lend
securities to a particular borrower, Alliance will consider all relevant facts
and circumstances, including the creditworthiness of the borrower. While
securities are on loan, the borrower will pay the Fund any income from the
securities. The Fund may invest any cash collateral in portfolio securities and
earn additional income or receive an agreed-upon amount of income from a
borrower who has delivered equivalent collateral. Each Fund will have the right
to regain record ownership of loaned securities or equivalent securities in
order to exercise ownership rights such as voting rights, subscription rights
and rights to dividends, interest, or distributions. A Fund may pay reasonable
finders', administrative, and custodial fees in connection with a loan.

Mortgage-Backed Securities and Associated Risks. Interest and principal payments
(including prepayments) on the mortgages underlying mortgage-backed securities
are passed through to the holders of the securities. As a result of the
pass-through of prepayments of principal on the underlying securities,
mortgage-backed securities are often subject to more rapid prepayment of
principal than their stated maturity would indicate. Prepayments occur when the
mortgagor on a mortgage prepays the remaining principal before the mortgage's
scheduled maturity date. Because the prepayment characteristics of the
underlying mortgages vary, it is impossible to predict accurately the realized
yield or average life of a particular issue of pass-through certificates.
Prepayments are important because of their effect on the yield and price of the
mortgage-backed securities. During periods of declining interest rates,
prepayments can be expected to accelerate and a Fund that invests in these
securities would be required to reinvest the proceeds at the lower interest
rates then available. Conversely, during periods of rising interest rates, a
reduction in prepayments may increase the effective maturity of the securities,
subjecting them to a greater risk of decline in market value in response to
rising interest rates. In addition, prepayments of mortgages underlying
securities purchased at a premium could result in capital losses.

Mortgage-Backed Securities include mortgage pass-through certificates and
multiple-class pass-through securities, such as REMIC pass-through certificates,
CMOs and stripped mortgage-backed securities ("SMBS"), and other types of
Mortgage-Backed Securities that may be available in the future.

Guaranteed Mortgage Pass-Through Securities. Alliance Real Estate Investment
Fund may invest in guaranteed mortgage pass-through securities which represent
participation interests in pools of residential mortgage loans and are issued by
U.S. governmental or private lenders and guaranteed by the U.S. Government or
one of its agencies or instrumentalities, including but not limited to the
Government National Mortgage Association ("Ginnie Mae"), the Federal National
Mortgage Association ("Fannie Mae") and the Federal Home Loan Mortgage
Corporation ("Freddie Mac"). Ginnie Mae certificates are guaranteed by the full
faith and credit of the United States Government for timely payment of principal
and interest on the certificates. Fannie Mae certificates are guaranteed by
Fannie Mae, a federally chartered and privately-owned corporation, for full and
timely payment of principal and interest on the certificates. Freddie Mac
certificates are guaranteed by Freddie Mac, a corporate instrumentality of the
United States Government, for timely payment of interest and the ultimate
collection of all principal of the related mortgage loans.

Multiple-Class Pass-Through Securities and Collateralized Mortgage Obligations.
Mortgage-Backed Securities also include CMOs and REMIC pass-through or
participation certificates that may be issued by, among others, U.S. Government
agencies and instrumentalities as well as private lenders. CMOs and REMIC
certificates are issued in multiple classes and the principal of and interest on
the mortgage assets may be allocated among the several classes of CMOs or REMIC
certificates in various ways. Each class of CMOs or REMIC certificates, often
referred to as a "tranche," is issued at a

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specific adjustable or fixed interest rate and must be fully retired no later
than its final distribution date. Generally, interest is paid or accrues on all
classes of CMOs or REMIC certificates on a monthly basis. Alliance Real Estate
Investment Fund will not invest in the lowest tranche of CMOs and REMIC
certificates.

Typically, CMOs are collateralized by Ginnie Mae or Freddie Mac certificates but
also may be collateralized by other mortgage assets such as whole loans or
private mortgage pass-through securities. Debt service on CMOs is provided from
payments of principal and interest on collateral of mortgaged assets and any
reinvestment income.

A REMIC is a CMO that qualifies for special tax treatment under the Code and
invests in certain mortgages primarily secured by interests in real property and
other permitted investments. Investors may purchase "regular" and "residual"
interest shares of beneficial interest in REMIC trusts, although Alliance Real
Estate Investment Fund does not intend to invest in residual interests.

Options on Securities. An option gives the purchaser of the option, upon payment
of a premium, the right to deliver to (in the case of a put) or receive from (in
the case of a call) the writer a specified amount of a security on or before a
fixed date at a predetermined price. A call option written by a Fund is
"covered" if the Fund owns the underlying security, has an absolute and
immediate right to acquire that security upon conversion or exchange of another
security it holds, or holds a call option on the underlying security with an
exercise price equal to or less than that of the call option it has written. A
put option written by a Fund is covered if the Fund holds a put option on the
underlying securities with an exercise price equal to or greater than that of
the put option it has written.

A call option is for cross-hedging purposes if a Fund does not own the
underlying security, and is designed to provide a hedge against a decline in
value in another security which the Fund owns or has the right to acquire. A
Fund would write a call option for cross-hedging purposes, instead of writing a
covered call option, when the premium to be received from the cross-hedge
transaction would exceed that which would be received from writing a covered
call option, while at the same time achieving the desired hedge.

In purchasing an option, a Fund would be in a position to realize a gain if,
during the option period, the price of the underlying security increased (in the
case of a call) or decreased (in the case of a put) by an amount in excess of
the premium paid; otherwise the Fund would experience a loss equal to the
premium paid for the option.

If an option written by a Fund were exercised, the Fund would be obligated to
purchase (in the case of a put) or sell (in the case of a call) the underlying
security at the exercise price. The risk involved in writing an option is that,
if the option were exercised, the underlying security would then be purchased or
sold by the Fund at a disadvantageous price. Entering into a closing transaction
(i.e., by disposing of the option prior to its exercise) could reduce these
risks. A Fund retains the premium received from writing a put or call option
whether or not the option is exercised. The writing of covered call options
could result in increases in a Fund's portfolio turnover rate, especially during
periods when market prices of the underlying securities appreciate.

Alliance Technology Fund and Alliance Global Small Cap Fund will not write a
call option if the premium to be received by the Fund would not produce an
annualized return of at least 15% of the then current market value of the
securities subject to the option (without giving effect to commissions, stock
transfer taxes and other expenses that are deducted from premium receipts).

Options purchased or written by a Fund in negotiated transactions are illiquid
and it may not be possible for the Fund to effect a closing transaction at an
advantageous time.

Options on Securities Indices. An option on a securities index is similar to an
option on a security except that, rather than the right to take or make delivery
of a security at a specified price, an option on a securities index gives the
holder the right to receive, upon exercise of the option, an amount of cash if
the closing level of the chosen index is greater than (in the case of a call) or
less than (in the case of a put) the exercise price of the option.

Options on Foreign Currencies. As in the case of other kinds of options, the
writing of an option on a foreign currency constitutes only a partial hedge, up
to the amount of the premium received, and a Fund could be required to purchase
or sell foreign currencies at disadvantageous exchange rates and incur losses.
The purchase of an option on a foreign currency may constitute an effective
hedge against fluctuations in exchange rates although, in the event of rate
movements adverse to a Fund's position, it may forfeit the entire amount of the
premium plus related transaction costs. For Funds that may invest in options on
foreign currencies, see the Fund's SAI for further discussion of the use, risks,
and costs of options on foreign currencies.

Futures Contracts and Options on Futures Contracts. A "sale" of a futures
contract means the acquisition of a contractual obligation to deliver the
securities or foreign currencies or other commodity called for by the contract
at a specified price on a specified date. A "purchase" of a futures contract
means the incurring of an obligation to acquire the securities, foreign
currencies or other commodity called for by the contract at a specified price on
a specified date. The purchaser of a futures contract on an index agrees to take
or make delivery of an amount of cash equal to the difference between a
specified dollar multiple of the value of the index on the expiration date of
the contract ("current contract value") and the price at which the contract was
originally struck. No physical delivery of the securities underlying the index
is made.

A Fund may purchase options on futures contracts written or purchased by a Fund
that are traded on U.S. or foreign exchanges or over-the-counter. These
investment techniques will be used only to hedge against anticipated future
changes in market conditions and interest or exchange rates which otherwise
might either adversely affect the value of the Fund's

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portfolio securities or adversely affect the prices of securities which the
Fund intends to purchase at a later date.

No Fund will enter into any futures contracts or options on futures contracts if
immediately thereafter the market values of the outstanding futures contracts
of the Fund and the currencies and futures contracts subject to outstanding
options written by the Fund would exceed 50% of its total assets, or in the
case of Alliance International Premier Growth Fund 100% of its total assets.
Alliance Premier Growth Fund and Alliance Growth and Income Fund may not
purchase or sell a stock index future if immediately thereafter more than 30%
of its total assets would be hedged by stock index futures. Alliance Premier
Growth Fund and Alliance Growth and Income Fund may not purchase or sell a
stock index future if, immediately thereafter, the sum of the amount of margin
deposits on the Fund's existing futures positions would exceed 5% of the market
value of the Fund's total assets.

Repurchase Agreements. A repurchase agreement arises when a buyer purchases a
security and simultaneously agrees to resell it to the vendor at an agreed-upon
future date, normally a day or a few days later. The resale price is greater
than the purchase price, reflecting an agreed-upon interest rate for the period
the buyer's money is invested in the security. Such agreements permit a Fund to
keep all of its assets at work while retaining "overnight" flexibility in
pursuit of investments of a longer-term nature. If a vendor defaults on its
repurchase obligation, a Fund would suffer a loss to the extent that the
proceeds from the sale of the collateral were less than the repurchase price. If
a vendor goes bankrupt, a Fund might be delayed in, or prevented from, selling
the collateral for its benefit. Alliance monitors the creditworthiness of the
vendors with which the Fund enters into repurchase agreements.

Rights and Warrants. A Fund will invest in rights or warrants only if Alliance
deems the underlying equity securities themselves appropriate for inclusion in
the Fund's portfolio. Rights and warrants entitle the holder to buy equity
securities at a specific price for a specific period of time. Rights are similar
to warrants except that they have a substantially shorter duration. Rights and
warrants may be considered more speculative than certain other types of
investments in that they do not entitle a holder to dividends or voting rights
with respect to the underlying securities nor do they represent any rights in
the assets of the issuing company. The value of a right or warrant does not
necessarily change with the value of the underlying security, although the value
of a right or warrant may decline because of a decrease in the value of the
underlying security, the passage of time or a change in perception as to the
potential of the underlying security, or any combination of these factors. If
the market price of the underlying security is below the exercise price of the
warrant on the expiration date, the warrant will expire worthless. Moreover, a
right or warrant ceases to have value if it is not exercised prior to the
expiration date.

Short Sales. A short sale is effected by selling a security that a Fund does not
own, or, if the Fund does own such security, it is not to be delivered upon
consummation of the sale. A short sale is "against the box" to the extent that a
Fund contemporaneously owns or has the right to obtain securities identical to
those sold short without payment. Alliance Utility Income Fund, Alliance
Worldwide Privatization Fund, Alliance Greater China '97 Fund and Alliance
All-Asia Investment Fund, each may make short sales of securities or maintain
short positions only for the purpose of deferring realization of gain or loss
for U.S. federal income tax purposes, provided that at all times when a short
position is open the Fund owns an equal amount of securities of the same issue
as, and equal in amount to, the securities sold short. In addition, each of
those Funds may not make a short sale if as a result more than 10% of the Fund's
net assets would be held as collateral for short sales, except that Alliance
Real Estate Investment Fund, Alliance Greater China '97 Fund and Alliance
All-Asia Investment Fund may not make a short sale if as a result more than 25%
of the Fund's net assets would be held as collateral for short sales. If the
price of the security sold short increases between the time of the short sale
and the time a Fund replaces the borrowed security, the Fund will incur a loss;
conversely, if the price declines, the Fund will realize a capital gain.

Standby Commitment Agreements. Standby commitment agreements commit a Fund, for
a stated period of time, to purchase a stated amount of a security that may be
issued and sold to the Fund at the option of the issuer. The price and coupon of
the security are fixed at the time of the commitment. At the time of entering
into the agreement, the Fund is paid a commitment fee, regardless of whether the
security ultimately is issued, typically equal to approximately 0.5% of the
aggregate purchase price of the security the Fund has committed to purchase. A
Fund will enter into such agreements only for the purpose of investing in the
security underlying the commitment at a yield and price considered advantageous
to the Fund and unavailable on a firm commitment basis. Investments in standby
commitments will be limited so that the aggregate purchase price of the
securities subject to the commitments will not exceed 25% with respect to
Alliance Real Estate Investment Fund and Alliance New Europe Fund, 50% with
respect to Alliance Worldwide Privatization Fund, Alliance International Premier
Growth Fund, Alliance Greater China '97 Fund and Alliance All-Asia Investment
Fund and 20% with respect to Alliance Utility Income Fund, of the Fund's assets
at the time of making the commitment.

There is no guarantee that a security subject to a standby commitment will be
issued and the value of the security, if issued, on the delivery date may be
more or less than its purchase price. Since the issuance of the security
underlying the commitment is at the option of the issuer, a Fund will bear the
risk of capital loss in the event the value of the security declines and may not
benefit from an appreciation in the value of the security during the commitment
period if the issuer decides not to issue and sell the security to the Fund.

Zero-Coupon and Payment-in-Kind Bonds. Zero-coupon bonds are issued at a
significant discount from their principal amount in lieu of paying interest
periodically. Payment-in-kind bonds allow the issuer to make current interest
payments on the bonds in additional bonds. Because zero-coupon bonds and

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payment-in-kind bonds do not pay current interest in cash, their value is
generally subject to greater fluctuation in response to changes in market
interest rates than bonds that pay interest in cash currently. Both zero-coupon
and payment-in-kind bonds allow an issuer to avoid the need to generate cash to
meet current interest payments. These bonds may involve greater credit risks
than bonds paying interest currently. Although these bonds do not pay current
interest in cash, a Fund is nonetheless required to accrue interest income on
such investments and to distribute such amounts at least annually to
shareholders. Thus, a Fund could be required at times to liquidate other
investments in order to satisfy its dividend requirements.

Future Developments. A Fund may, following written notice to its shareholders,
take advantage of other investment practices that are not currently contemplated
for use by the Fund, or are not available but may yet be developed, to the
extent such investment practices are consistent with the Fund's investment
objective and legally permissible for the Fund. Such investment practices, if
they arise, may involve risks that exceed those involved in the activities
described above.

General. The successful use of the investment practices described above draws
upon Alliance's special skills and experience and usually depends on Alliance's
ability to forecast price movements, interest rates, or currency exchange rate
movements correctly. Should interest rates, prices or exchange rates move
unexpectedly, a Fund may not achieve the anticipated benefits of the
transactions or may realize losses and thus be in a worse position than if such
strategies had not been used. Unlike many exchange-traded futures contracts and
options on futures contracts, there are no daily price fluctuation limits for
certain options and forward contracts, and adverse market movements could
therefore continue to an unlimited extent over a period of time. In addition,
the correlation between movements in the prices of futures contracts, options
and forward contracts and movements in the prices of the securities and
currencies hedged or used for cover will not be perfect and could produce
unanticipated losses.

A Fund's ability to dispose of its position in futures contracts, options, and
forward contracts depends on the availability of liquid markets in such
instruments. Markets in options and futures with respect to a number of types of
securities and currencies are relatively new and still developing, and there is
no public market for forward contracts. It is impossible to predict the amount
of trading interest that may exist in various types of futures contracts,
options, and forward contracts. If a secondary market does not exist for an
option purchased or written by a Fund, it might not be possible to effect a
closing transaction in the option (i.e., dispose of the option), with the result
that (i) an option purchased by the Fund would have to be exercised in order for
the Fund to realize any profit and (ii) the Fund may not be able to sell
currencies or portfolio securities covering an option written by the Fund until
the option expires or it delivers the underlying security, futures contract or
currency upon exercise. Therefore, no assurance can be given that the Funds will
be able to utilize these instruments effectively. In addition, a Fund's ability
to engage in options and futures transactions may be limited by tax
considerations and the use of certain hedging techniques may adversely impact
the characterization of income to a Fund for U.S. federal income tax purposes.

Portfolio Turnover. The portfolio turnover rate for each Fund is included in the
Financial Highlights section. The Funds are actively managed and, in some cases
in response to market conditions, a Fund's portfolio turnover may exceed 100%. A
higher rate of portfolio turnover increases brokerage and other expenses, which
must be borne by the Fund and its shareholders. High portfolio turnover also may
result in the realization of substantial net short-term capital gains, which,
when distributed, are taxable to shareholders.

Temporary Defensive Position. For temporary defensive purposes, each Fund may
reduce its position in equity securities and invest in, without limit, certain
types of short-term, liquid, high grade or high quality (depending on the Fund)
debt securities. These securities may include U.S. Government securities,
qualifying bank deposits, money market instruments, prime commercial paper and
other types of short-term debt securities including notes and bonds. For Funds
that may invest in foreign countries, such securities also may include
short-term, foreign-currency denominated securities of the type mentioned above
issued by foreign governmental entities, companies, and supranational
organizations. While the Funds are investing for temporary defensive purposes,
they may not meet their investment objectives.

ADDITIONAL RISK CONSIDERATIONS

Investment in certain of the Funds involves the special risk considerations
described below. Certain of these risks may be heightened when investing in
emerging markets.

Currency Considerations. Substantially all of the assets of Alliance New Europe
Fund, Alliance Worldwide Privatization Fund, Alliance International Premier
Growth Fund, Alliance International Fund, Alliance Greater China '97 Fund and
Alliance All-Asia Investment Fund, and a substantial portion of the assets of
Alliance Global Small Cap Fund are invested in securities denominated in foreign
currencies. The Funds receive a corresponding portion of their revenues in
foreign currencies. Therefore, the dollar equivalent of their net assets,
distributions, and income will be adversely affected by reductions in the value
of certain foreign currencies relative to the U.S. Dollar. If the value of the
foreign currencies in which a Fund receives its income falls relative to the
U.S. Dollar between receipt of the income and the making of Fund distributions,
the Fund may be required to liquidate securities in order to make distributions
if it has insufficient cash in U.S. Dollars to meet distribution requirements
that the Fund must satisfy to qualify as a regulated investment company for
federal income tax purposes. Similarly, if an exchange rate declines between the
time a Fund incurs expenses in U.S. Dollars and the time cash expenses are paid,
the amount of the currency required to be converted into U.S. Dollars in order
to pay expenses in U.S. Dollars could be greater than the equivalent amount of
such expenses in the currency at the time they were

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incurred. In light of these risks, a Fund may engage in currency hedging
transactions, as described above, which involve certain special risks.

Foreign Securities. The securities markets of many foreign countries are
relatively small, with the majority of market capitalization and trading volume
concentrated in a limited number of companies representing a small number of
industries. Consequently, a Fund whose investment portfolio includes foreign
securities may experience greater price volatility and significantly lower
liquidity than a portfolio invested solely in equity securities of U.S.
companies. These markets may be subject to greater influence by adverse events
generally affecting the market, and by large investors trading significant
blocks of securities, than is usual in the United States. Securities settlements
may in some instances be subject to delays and related administrative
uncertainties.

Certain foreign countries require governmental approval prior to investments by
foreign persons or limit investment by foreign persons to only a specified
percentage of an issuer's outstanding securities or a specific class of
securities that may have less advantageous terms (including price) than
securities of the company available for purchase by nationals. These
restrictions or controls may at times limit or preclude investment in certain
securities and may increase the costs and expenses of a Fund. In addition, the
repatriation of investment income, capital, or the proceeds of sales of
securities from certain countries is controlled under regulations, including in
some cases the need for certain advance government notification or authority. If
a deterioration occurs in a country's balance of payments, the country could
impose temporary restrictions on foreign capital remittances.

A Fund also could be adversely affected by delays in, or a refusal to grant, any
required governmental approval for repatriation, as well as by the application
of other restrictions on investment. Investing in local markets may require a
Fund to adopt special procedures that may involve additional costs to a Fund.
These factors may affect the liquidity of a Fund's investments in any country
and Alliance will monitor the effect of any such factor or factors on a Fund's
investments. Furthermore, transaction costs including brokerage commissions for
transactions both on and off the securities exchanges in many foreign countries
are generally higher than in the United States.

Issuers of securities in foreign jurisdictions are generally not subject to the
same degree of regulation as are U.S. issuers with respect to such matters as
insider trading rules, restrictions on market manipulation, shareholder proxy
requirements, and timely disclosure of information. The reporting, accounting
and auditing standards of foreign countries may differ, in some cases
significantly, from U.S. standards in important respects and less information
may be available to investors in foreign securities than to investors in U.S.
securities. Substantially less information is publicly available about certain
non-U.S. issuers than is available about U.S. issuers.

The economies of individual foreign countries may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross domestic
product or gross national product, rate of inflation, capital reinvestment,
resource self-sufficiency, and balance of payments position. Nationalization,
expropriation or confiscatory taxation, currency blockage, political changes,
government regulation, political or social instability, or diplomatic
developments could affect adversely the economy of a foreign country and the
Fund's investments. In the event of expropriation, nationalization or other
confiscation, a Fund could lose its entire investment in the country involved.
In addition, laws in foreign countries governing business organizations,
bankruptcy and insolvency may provide less protection to security holders such
as the Fund than that provided by U.S. laws.

Alliance International Fund, Alliance New Europe Fund, Alliance Greater China
'97 Fund and Alliance All-Asia Investment Fund may invest substantial amounts of
their assets in United Kingdom issuers, Japanese issuers, and/or Greater China
issuers. Please refer to Appendix A for a discussion of risks associated with
investments in these countries.

Investment in Privatized Enterprises by Alliance Worldwide Privatization Fund.
In certain jurisdictions, the ability of foreign entities, such as the Fund, to
participate in privatizations may be limited by local law, or the price or terms
on which the Fund may be able to participate may be less advantageous than for
local investors. Moreover, there can be no assurance that governments that have
embarked on privatization programs will continue to divest their ownership of
state enterprises, that proposed privatizations will be successful or that
governments will not re-nationalize enterprises that have been privatized.
Furthermore, in the case of certain of the enterprises in which the Fund may
invest, large blocks of the stock of those enterprises may be held by a small
group of stockholders, even after the initial equity offerings by those
enterprises. The sale of some portion or all of those blocks could have an
adverse effect on the price of the stock of any such enterprise.

Most state enterprises or former state enterprises go through an internal
reorganization of management prior to conducting an initial equity offering in
an attempt to better enable these enterprises to compete in the private sector.
However, certain reorganizations could result in a management team that does not
function as well as the enterprise's prior management and may have a negative
effect on such enterprise. After making an initial equity offering, enterprises
that may have enjoyed preferential treatment from the respective state or
government that owned or controlled them may no longer receive such preferential
treatment and may become subject to market competition from which they were
previously protected. Some of these enterprises may not be able to effectively
operate in a competitive market and may suffer losses or experience bankruptcy
due to such competition. In addition, the privatization of an enterprise by its
government may occur over a number of years, with the government continuing to
hold a

47
<PAGE>

controlling position in the enterprise even after the initial equity
offering for the enterprise.

Investment in Smaller, Emerging Companies. The Funds may invest in smaller,
emerging companies. Alliance New Europe Fund and Alliance Global Small Cap Fund
will emphasize investment in, and Alliance All-Asia Investment Fund and
Alliance Greater China '97 Fund may emphasize investment in, smaller, emerging
companies. Investment in such companies involves greater risks than is
customarily associated with securities of more established companies. Companies
in the earlier stages of their development often have products and management
personnel which have not been thoroughly tested by time or the marketplace;
their financial resources may not be as substantial as those of more
established companies. The securities of smaller companies may have relatively
limited marketability and may be subject to more abrupt or erratic market
movements than securities of larger companies or broad market indices. The
revenue flow of such companies may be erratic and their results of operations
may fluctuate widely and may also contribute to stock price volatility.

Extreme Governmental Action; Less Protective Laws. In contrast to investing in
the U.S., foreign investment may involve in certain situations greater risk of
nationalization, expropriation, confiscatory taxation, currency blockage or
other extreme governmental action which could adversely impact a Fund's
investments. In the event of certain such actions, a Fund could lose its entire
investment in the country involved. In addition, laws in various foreign
countries, including in certain respects each of the Greater China countries,
governing, among other subjects, business organization and practices, securities
and securities trading, bankruptcy and insolvency may provide less protection to
investors such as the Fund than provided under United States laws.

The Real Estate Industry. Although Alliance Real Estate Investment Fund does not
invest directly in real estate, it invests primarily in Real Estate Equity
Securities and has a policy of concentration of its investments in the real
estate industry. Therefore, an investment in the Fund is subject to certain
risks associated with the direct ownership of real estate and with the real
estate industry in general. These risks include, among others: possible declines
in the value of real estate; risks related to general and local economic
conditions; possible lack of availability of mortgage funds; overbuilding;
extended vacancies of properties; increases in competition, property taxes and
operating expenses; changes in zoning laws; costs resulting from the clean-up
of, and liability to third parties for damages resulting from, environmental
problems; casualty or condemnation losses; uninsured damages from floods,
earthquakes or other natural disasters; limitations on and variations in rents;
and changes in interest rates. To the extent that assets underlying the Fund's
investments are concentrated geographically, by property type or in certain
other respects, the Fund may be subject to certain of the foregoing risks to a
greater extent.

In addition, if Alliance Real Estate Investment Fund receives rental income or
income from the disposition of real property acquired as a result of a default
on securities the Fund owns, the receipt of such income may adversely affect the
Fund's ability to retain its tax status as a regulated investment company.
Investments by the Fund in securities of companies providing mortgage servicing
will be subject to the risks associated with refinancings and their impact on
servicing rights.

REITs. Investing in REITs involves certain unique risks in addition to those
risks associated with investing in the real estate industry in general. Equity
REITs may be affected by changes in the value of the underlying property owned
by the REITs, while mortgage REITs may be affected by the quality of any credit
extended. REITs are dependent upon management skills, are not diversified, and
are subject to heavy cash flow dependency, default by borrowers and
self-liquidation. REITs are also subject to the possibilities of failing to
qualify for tax-free pass-through of income under the Code and failing to
maintain their exemptions from registration under the 1940 Act.

REITs (especially mortgage REITs) also are subject to interest rate risks. When
interest rates decline, the value of a REIT's investment in fixed rate
obligations can be expected to rise. Conversely, when interest rates rise, the
value of a REIT's investment in fixed rate obligations can be expected to
decline. In contrast, as interest rates on adjustable rate mortgage loans are
reset periodically, yields on a REIT's investments in such loans will gradually
align themselves to reflect changes in market interest rates, causing the value
of such investments to fluctuate less dramatically in response to interest rate
fluctuations than would investments in fixed rate obligations.

Investing in REITs involves risks similar to those associated with investing in
small capitalization companies. REITs may have limited financial resources, may
trade less frequently and in a limited volume and may be subject to more abrupt
or erratic price movements than larger company securities. Historically, small
capitalization stocks, such as REITs, have been more volatile in price than the
larger capitalization stocks included in the S&P 500 Index.

Mortgage-Backed Securities. Investing in Mortgage-Backed Securities involves
certain unique risks in addition to those risks associated with investment in
the real estate industry in general. These risks include the failure of a
counterparty to meet its commitments, adverse interest rate changes and the
effects of prepayments on mortgage cash flows. When interest rates decline, the
value of an investment in fixed rate obligations can be expected to rise.
Conversely, when interest rates rise, the value of an investment in fixed rate
obligations can be expected to decline. In contrast, as interest rates on
adjustable rate mortgage loans are reset periodically, yields on investments in
such loans will gradually align themselves to reflect changes in market interest
rates, causing the value of such investments to fluctuate less dramatically in
response to interest rate fluctuations than would investments in fixed rate
obligations.

Further, the yield characteristics of Mortgage-Backed Securities, such as those
in which Alliance Real Estate Investment Fund

48
<PAGE>

may invest, differ from those of traditional fixed-income securities. The
major differences typically include more frequent interest and principal
payments (usually monthly), the adjustability of interest rates, and the
possibility that prepayments of principal may be made substantially earlier
than their final distribution dates.

Prepayment rates are influenced by changes in current interest rates and a
variety of economic, geographic, social, and other factors, and cannot be
predicted with certainty. Both adjustable rate mortgage loans and fixed rate
mortgage loans may be subject to a greater rate of principal prepayments in a
declining interest rate environment and to a lesser rate of principal
prepayments in an increasing interest rate environment. Early payment associated
with Mortgage-Backed Securities causes these securities to experience
significantly greater price and yield volatility than that experienced by
traditional fixed-income securities. Under certain interest rate and prepayment
rate scenarios, the Fund may fail to recoup fully its investment in
Mortgage-Backed Securities notwithstanding any direct or indirect governmental
or agency guarantee. When the Fund reinvests amounts representing payments and
unscheduled prepayments of principal, it may receive a rate of interest that is
lower than the rate on existing adjustable rate mortgage pass-through
securities. Thus, Mortgage-Backed Securities, and adjustable rate mortgage
pass-through securities in particular, may be less effective than other types of
U.S. Government securities as a means of "locking in" interest rates.

U.S. and Foreign Taxes. A Fund's investment in foreign securities may be subject
to taxes withheld at the source on dividend or interest payments. Foreign taxes
paid by a Fund may be creditable or deductible by U.S. shareholders for U.S.
income tax purposes. No assurance can be given that applicable tax laws and
interpretations will not change in the future. Moreover, non-U.S. investors may
not be able to credit or deduct such foreign taxes.

Fixed-Income Securities. The value of each Fund's shares will fluctuate with the
value of its investments. The value of each Fund's investments in fixed-income
securities will change as the general level of interest rates fluctuates. During
periods of falling interest rates, the values of fixed-income securities
generally rise. Conversely, during periods of rising interest rates, the values
of fixed-income securities generally decline.

Under normal market conditions, the average dollar-weighted maturity of a Fund's
portfolio of debt or other fixed-income securities is expected to vary between
five and 30 years in the case of Alliance All-Asia Investment Fund, between five
and 25 years in the case of Alliance Utility Income Fund, and between one year
or less and 30 years in the case of all other Funds that invest in such
securities. In periods of increasing interest rates, each of the Funds may, to
the extent it holds mortgage-backed securities, be subject to the risk that the
average dollar-weighted maturity of the Fund's portfolio of debt or other
fixed-income securities may be extended as a result of lower than anticipated
prepayment rates.

Investment in Lower-Rated Fixed-Income Securities. Lower-rated securities, i.e.,
those rated Ba and lower by Moody's or BB and lower by S&P, Duff & Phelps or
Fitch, are subject to greater credit risk or loss of principal and interest than
higher-rated securities. They also are generally considered to be subject to
greater market risk than higher-rated securities. The capacity of issuers of
lower-rated securities to pay interest and repay principal is more likely to
weaken than is that of issuers of higher-rated securities in times of
deteriorating economic conditions or rising interest rates. In addition,
lower-rated securities may be more susceptible to real or perceived adverse
economic conditions than investment grade securities.

The market for lower-rated securities may be thinner and less active than that
for higher-rated securities, which can adversely affect the prices at which
these securities can be sold. To the extent that there is no established
secondary market for lower-rated securities, a Fund may experience difficulty in
valuing the securities for the purpose of computing a Fund's net asset value. In
addition, adverse publicity and investor perceptions about lower-rated
securities, whether or not factual, may tend to impair their market value and
liquidity.

Alliance will try to reduce the risk inherent in investment in lower-rated
securities through credit analysis, diversification and attention to current
developments and trends in interest rates and economic and political conditions.
However, there can be no assurance that losses will not occur. Since the risk of
default is higher for lower-rated securities, Alliance's research and credit
analysis are a correspondingly more important aspect of its program for managing
a Fund's securities than would be the case if a Fund did not invest in
lower-rated securities.

In seeking to achieve a Fund's investment objective, there will be times, such
as during periods of rising interest rates, when depreciation and realization of
capital losses on securities in a Fund's portfolio will be unavoidable.
Moreover, medium- and lower-rated securities and non-rated securities of
comparable quality may be subject to wider fluctuations in yield and market
values than higher-rated securities under certain market conditions. Such
fluctuations after a security is acquired do not affect the cash income received
from that security but are reflected in the net asset value of a Fund.

Certain lower-rated securities may contain call or buy-back features that permit
the issuers thereof to call or repurchase such securities. Such securities may
present risks based on prepayment expectations. If an issuer exercises such a
provision, a Fund may have to replace the called security with a lower-yielding
security, resulting in a decreased rate of return to the Fund.

49
<PAGE>

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

INVESTMENT ADVISER

Each Fund's Adviser is Alliance Capital Management, L.P., 1345 Avenue of the
Americas, New York, NY 10105. Alliance is a leading international investment
adviser supervising client accounts with assets as of December 31, 1999
totaling more than $368 billion (of which more than $169 billion represented
assets of investment companies). As of December 31, 1999, Alliance managed
retirement assets for many of the largest public and private employee benefit
plans (including 31 of the nation's FORTUNE 100 companies), for public employee
retirement funds in 31 states, for investment companies, and for foundations,
endowments, banks and insurance companies worldwide. The 52 registered
investment companies managed by Alliance, comprising 105 separate investment
portfolios, currently have more than 5 million shareholder accounts.

Alliance provides investment advisory services and order placement facilities
for the Funds. For these advisory services, the Funds paid Alliance as a
percentage of average daily net assets:

Fee as a percentage of Fiscal
Fund average daily net assets* Year Ending
- ---- ------------------------- -----------
Alliance Premier Growth Fund .95% 11/30/99

Alliance Health Care Fund .95** 6/30/00

Alliance Growth Fund .68 10/31/99

Alliance Technology Fund 1.10 11/30/99

Alliance Quasar Fund 1.01 9/30/99

The Alliance Fund .68 11/30/99

Alliance Growth and Income Fund .47 10/31/99

Alliance Balanced Shares Fund .586 7/31/99

Alliance Utility Income Fund .51 11/30/99

Alliance Real Estate Investment Fund .90 8/31/99

Alliance New Europe Fund .95 7/31/99

Alliance Worldwide Privatization Fund 1.00 6/30/99

Alliance International Premier Growth Fund .71 11/30/99

Alliance Global Small Cap Fund 1.00 7/31/99

Alliance International Fund .81 6/30/99

Alliance Greater China '97 Fund -0- 7/31/99

Alliance All-Asia Investment Fund .65 10/31/99

- --------------------------------------------------------------------------------
* Fees are stated net of any waivers and/or reimbursements. See the "Fee
Table" at the beginning of the Prospectus for more information about fee
waivers.
** Prior to any waiver by Alliance. See "Fee Table" at the beginning of the
Prospectus.

In connection with providing advisory services to Alliance Greater China '97
Fund, Alliance has, at its expense, retained as a consultant New Alliance, a
joint venture company headquartered in Hong Kong, which was formed in 1997 by
Alliance and Sun Hung Kai Properties Limited. New Alliance provides Alliance
with ongoing, current, and comprehensive information and analysis of conditions
and developments in Greater China countries.

In connection with investments in real estate securities, Alliance has, at its
expense, retained as a consultant CB Richard Ellis, Inc. ("CBRE"). CBRE is a
publicly held company and the largest real estate services company in the United
States, comprised of real estate brokerage, property and facilities management,
real estate finance, and investment advisory services.

Portfolio Managers

The following table lists the person or persons who are primarily responsible
for the day-to-day management of each Fund's portfolio, the length of time that
each person has been primarily responsible for the Fund, and each person's
principal occupation during the past five years.

Principal Occupation
During the Past
Fund Employee; Year; Title Five (5) Years*
- --------------------------------------------------------------------------------
Alliance Premier Alfred Harrison; since Associated with
Growth Fund inception--Vice Chairman Alliance
of Alliance Capital
Management Corporation
(ACMC)**

Alliance Health Care Norman Fidel; since inception Associated with
Fund --Senior Vice President Alliance
of ACMC

Alliance Growth Tyler Smith; since inception Associated with
Fund --Senior Vice President Alliance
of ACMC

Alliance Technology Peter Anastos; since 1992 Associated with
Fund --Senior Vice President Alliance
of ACMC

Gerald T. Malone; since 1992 Associated with
--Senior Vice President Alliance
of ACMC

Alliance Quasar Alden M. Stewart; since 1994 Associated with
Fund --Executive Vice President Alliance
of ACMC

Mark J. Cuneen; since 1999 Associated with
--Senior Vice President Alliance since
of ACMC 1999; prior
thereto, partner at
Invesco since 1998,
Managing Director
at LGT Asset
Management since
1996 and prior
thereto, Managing
Director of
Chancellor Capital
Management since
before 1995.

The Alliance Fund Alden M. Stewart; since 1997 (see above)
--(see above)

Randall E. Haase; since 1997 (see above)
--(see above)

Alliance Growth and Paul Rissman; since 1994 Associated with
Income Fund --Senior Vice President Alliance
of ACMC

50
<PAGE>

Principal Occupation
During the Past
Fund Employee; Year; Title Five (5) Years*
- --------------------------------------------------------------------------------
Alliance Balanced Paul Rissman; since 1997 (see above)
Shares --(see above)

Alliance Utility Paul Rissman; since 1996 (see above)
Income Fund --(see above)

Alliance Real Estate Daniel G. Pine; since 1996 Associated with
Investment Fund --Senior Vice President Alliance since 1996;
of ACMC prior thereto,
Senior Vice
President of Desai
Capital Management

David Kruth; since 1997 Associated with
--Vice President of ACMC Alliance since 1997;
prior thereto,
Senior Vice
President of
Yarmouth Group

Alliance New Steven Beinhacker; since 1997 Associated with
Europe Fund --Senior Vice President Alliance
of ACMC

Alliance Worldwide Mark H. Breedon; since Associated with
Privatization Fund inception--Vice President Alliance
of ACMC and Director and
Senior Vice President of
Alliance Capital Limited***

Alliance International Alfred Harrison; since 1998 (see above)
Premier Growth --(see above)
Fund

Thomas Kamp; since 1998 Associated with
--Senior Vice President Alliance
of ACMC

Alliance Global Alden M. Stewart; since 1994 (see above)
Small Cap Fund --(see above)

Randall E. Haase; since 1994 (see above)
--(see above)

Mark H. Breedon; since 1998 (see above)
--(see above)

Alliance Nicholas D.P. Carn; Associated with
International Fund since 1998 Alliance since 1995:
-- Senior Vice President prior thereto; Chief
of ACMC Investment Officer
of Draycott
Partners, Ltd.

Alliance Greater Matthew W.S. Lee; since 1997 Associated with
China '97 Fund --Vice President of ACMC Alliance since 1997;
prior thereto,
associated with
National Mutual
Funds Management
(Asia) and James
Capel and Co.

Alliance All-Asia Hiroshi Motoki; since 1998 Associated with
Investment Fund --Senior Vice President Alliance since 1994.
of ACMC and director of
Japanese/Asian Equity
research

- --------------------------------------------------------------------------------
* Unless indicated otherwise, persons associated with Alliance have been
employed in a portfolio management, research or investment capacity.
** The sole general partner of Alliance.
*** An indirect wholly-owned subsidiary of Alliance.

Performance of Similarly Managed Portfolios. In addition to managing the assets
of Alliance Premier Growth Fund, Mr. Harrison has ultimate responsibility for
the management of discretionary tax-exempt accounts of institutional clients
managed as described below without significant client-imposed restrictions
("Historical Portfolios"). These accounts have substantially the same investment
objectives and policies and are managed in accordance with essentially the same
investment strategies and techniques as those for Alliance Premier Growth Fund,
except for the ability of Alliance Premier Growth Fund to use futures and
options as hedging tools and to invest in warrants. The Historical Portfolios
also are not subject to certain limitations, diversification requirements and
other restrictions imposed under the 1940 Act and the Code to which Alliance
Premier Growth Fund, as a registered investment company, is subject and which,
if applicable to the Historical Portfolios, may have adversely affected the
performance results of the Historical Portfolios.

Set forth below is performance data provided by Alliance relating to the
Historical Portfolios for each of the 21 full calendar years during which Mr.
Harrison has managed the Historical Portfolios as an employee of Alliance and
cumulatively through December 31, 1999. As of December 31, 1999, the assets in
the Historical Portfolios totaled approximately $16.9 billion and the average
size of an institutional account in the Historical Portfolio was $585 million.
Each Historical Portfolio has a nearly identical composition of investment
holdings and related percentage weightings.

The performance data is net of all fees (including brokerage commissions)
charged to those accounts. The performance data is computed in accordance with
standards formulated by the Association of Investment Management and Research
and has not been adjusted to reflect any fees that will be payable by Alliance
Premier Growth Fund, which are higher than the fees imposed on the Historical
Portfolio and will result in a higher expense ratio and lower returns for
Alliance Premier Growth Fund. Expenses associated with the distribution of Class
A, Class B, and Class C shares of Alliance Premier Growth Fund in accordance
with the plan adopted by Alliance Premier Growth Fund's Board of Directors under
Commission Rule 12b-1 are also excluded. The performance data has also not been
adjusted for corporate or individual taxes, if any, payable by the account
owners.

Alliance has calculated the investment performance of the Historical Portfolios
on a trade-date basis. Dividends have been accrued at the end of the month and
cash flows weighted daily. Composite investment performance for all portfolios
has been determined on an asset weighted basis. New accounts are included in the
composite investment performance computations at the beginning of the quarter
following the initial contribution. The total returns set forth below are
calculated using a method that links the monthly return amounts for the
disclosed periods, resulting in a time-weighted rate of return.

51
<PAGE>

investment income, which is presumed to be reinvested. The Russell 1000
universe of securities is compiled by Frank Russell Company and is segmented
into two style indices, based on the capitalization-weighted median
book-to-price ratio of each of the securities. At each reconstitution, the
Russell 1000 constituents are ranked by their book-to-price ratio. Once so
ranked, the breakpoint for the two styles is determined by the median market
capitalization of the Russell 1000. Thus, those securities falling within the
top fifty percent of the cumulative market capitalization (as ranked by
descending book-to-price) become members of the Russell Price-Driven Indices.
The Russell 1000 Growth Index is, accordingly, designed to include those Russell
1000 securities with a greater-than-average growth orientation. In contrast with
the securities in the Russell Price-Driven Indices, companies in the Growth
Index tend to exhibit higher price-to-book and price-earnings ratios, lower
dividend yield and higher forecasted growth values.

To the extent Alliance Premier Growth Fund does not invest in U.S. common stocks
or utilizes investment techniques such as futures or options, the S&P 500 Index
and Russell 1000 Growth Index may not be substantially comparable to Alliance
Premier Growth Fund. The S&P 500 Index and Russell 1000 Growth Index are
included to illustrate material economic and market factors that existed during
the time period shown. The S&P 500 Index and Russell 1000 Growth Index do not
reflect the deduction of any fees. If Alliance Premier Growth Fund were to
purchase a portfolio of securities substantially identical to the securities
comprising the S&P 500 Index or the Russell 1000 Growth Index, Alliance Premier
Growth Fund's performance relative to the index would be reduced by Alliance
Premier Growth Fund's expenses, including brokerage commissions, advisory fees,
distribution fees, custodial fees, transfer agency costs and other
administrative expenses, as well as by the impact on Alliance Premier Growth
Fund's shareholders of sales charges and income taxes.

The Lipper Large Cap Growth Fund Index is prepared by Lipper, Inc. and
represents a composite index of the investment performance for the 30 largest
large capitalization growth mutual funds. The composite investment performance
of the Lipper Large Cap Growth Fund Index reflects investment management and
administrative fees and other operating expenses paid by these mutual funds and
reinvested income dividends and capital gain distributions, but excludes the
impact of any income taxes and sales charges.

The following performance data is provided solely to illustrate Mr. Harrison's
performance in managing the Historical Portfolios and the Alliance Premier
Growth Fund as measured against certain broad based market indices and against
the composite performance of other open-end growth mutual funds. Investors
should not rely on the following performance data of the Historical Portfolios
as an indication of future performance of Alliance Premier Growth Fund. The
composite investment performance for the periods presented may not be indicative
of future rates of return. Other methods of computing investment performance may
produce different results, and the results for different periods may vary.

Schedule of Composite Investment Performance--Historical Portfolios*

<CAPTION>
Lipper
Russell Large Cap
Premier Historical S&P 500 1000 Growth
Growth Portfolios Index Growth Index Fund Index
Fund Total Return** Total Return Total Return Total Return
<S> <C> <C> <C> <C> <C>
1991.................. -- 38.91 30.47 41.16 37.34
1990.................. -- (1.57) (3.10) (0.26) (1.82)
1989.................. -- 38.80 31.69 35.92 32.30
1988.................. -- 10.88 16.61 11.27 10.84
1987.................. -- 8.49 5.25 5.31 3.33
1986.................. -- 27.40 18.67 15.36 16.75
1985.................. -- 37.41 31.73 32.85 32.85
1984.................. -- (3.31) 6.27 (.95) (4.25)
1983.................. -- 20.80 22.56 15.98 22.63
1982.................. -- 28.02 21.55 20.46 28.91
1981.................. -- (1.09) (4.92) (11.31) (0.06)
1980.................. -- 50.73 32.50 39.57 47.73
1979.................. -- 30.76 18.61 23.91 29.90
Cumulative total
return for
the period
January 1, 1979 to
December 31,
1999.................. -- 6134% 3077% 3194% 4020%
</TABLE>

- --------------------------------------------------------------------------------
* Total return is a measure of investment performance that is based upon the
change in value of an investment from the beginning to the end of a
specified period and assumes reinvestment of all dividends and other
distributions. The basis of preparation of this data is described in the
preceding discussion. Total returns for Alliance Premier Growth Fund are
for Class A shares, with imposition of the maximum 4.25% sales charge.
** Assumes imposition of the maximum advisory fee charged by Alliance for any
Historical Portfolio for the period involved.
*** During this period, the Historical Portfolios differed from Alliance
Premier Growth Fund in that Alliance Premier Growth Fund invested a
portion of its net assets in warrants on equity securities in which the
Historical Portfolios were unable, by their investment restrictions, to
purchase. In lieu of warrants, the Historical Portfolios acquired the
common stock upon which the warrants were based.

The average annual total returns presented below are based upon the cumulative
total return as of December 31, 1999 and, for more than one year, assume a
steady compounded rate of return and are not year-by-year results, which
fluctuated over the periods as shown.

AVERAGE ANNUAL TOTAL RETURNS

<TABLE>
<CAPTION>
Lipper
Russell Large Cap
Premier Historical S&P 500 1000 Growth
Growth Portfolios Index Growth Index Fund Index
<S> <C> <C> <C> <C> <C>
One year............ 23.51% 29.67% 21.03% 33.16% 34.82%
Three years......... 34.75 38.50 27.56 34.07 32.90
Five years.......... 34.86 35.30 28.54 32.41 30.73
Ten years........... 25.01* 22.02 18.19 20.32 19.70
Since January 1,
1979................ -- 21.75 17.90 18.11 19.37
</TABLE>

- --------------------------------------------------------------------------------
* Since inception on 9/28/92

52
<PAGE>

Performance of a Similarly Managed Fund. Alliance is the investment adviser of
an investment company organized and operated under the laws of the Grand Duchy
of Luxembourg, ACM International Health Care Fund (the "ACM Fund"), that has
substantially the same investment objective and policies as those of Alliance
Health Care Fund. The ACM Fund has been managed in accordance with substantially
the same investment strategies and techniques as are employed with respect to
the Alliance Health Care Fund.

Norman Fidel, the portfolio manager of Alliance Health Care Fund, is also the
person who has been primarily responsible for the day-to-day management of the
ACM Fund since 1988. Mr. Fidel manages approximately $1.3 billion of Health
Care Industries assets, including approximately $125 million of assets in the
ACM Fund as of December 31, 1999.

The ACM Fund is not subject to certain limitations, diversification requirements
and other restrictions imposed under the 1940 Act and the Code to which Alliance
Health Care Fund, as a registered investment company, is subject and which, if
applicable to the ACM Fund, may have adversely affected the performance results
of the ACM Fund.

Set forth below are performance data provided by Alliance relating to the Class
AX shares of the ACM Fund since 1988, when Mr. Fidel began managing that fund.
Performance data are shown annually and cumulatively through December 31, 1999.

The performance data are net of all fees imposed by the ACM Fund. The
performance data have not been adjusted to reflect the fees that are payable by
Alliance Health Care Fund, which, at comparable asset levels, may be lower than
the fees imposed on the ACM Fund and may result in a lower expense ratio for
Alliance Health Care Fund. Expenses associated with the distribution of Class A,
Class B and Class C shares of Alliance Health Care Fund in accordance with the
plan adopted by Alliance Health Care Fund's Board of Directors under Commission
Rule 12b-1 also are not reflected in the data below relating to the ACM Fund.
See "Fees and Expenses of the Funds." The performance data have also not been
adjusted for corporate or individual taxes, if any, payable by the ACM Fund
shareholders.

The following performance data are provided solely to illustrate Mr. Fidel's
performance in managing the ACM Fund. Investors should not rely on the following
performance data of the ACM Fund as an indication of future performance of the
Alliance Health Care Fund. The investment performance for the periods presented
may not be indicative of future rates of return.

ACM International Health Care Fund

Total Returns
-------------
1988.................... 21.82%
1989.................... 46.75%
1990.................... 25.96%
1991.................... 83.07%
1992.................... -10.46%
1993.................... -1.38%
1994.................... 13.84%
1995.................... 46.49%
1996.................... 2.18%
1997.................... 23.07%
1998.................... 24.29%
1999.................... -3.03%

Average Annual Total Return
(for periods ended 12/31/99)

One year................ -3.03%
Five years.............. 17.29%
Ten years............... 17.80%

Cumulative Total Return of the ACM Fund from
12/31/87 to 12/31/99: 820.10%

The Funds' SAIs have more detailed information about Alliance and other Fund
service providers.

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

HOW THE FUNDS VALUE THEIR SHARES

The Funds' net asset value or NAV is calculated at 4 p.m., Eastern time, each
day the Exchange is open for business. To calculate NAV, a Fund's assets are
valued and totaled, liabilities are subtracted, and the balance, called net
assets, is divided by the number of shares outstanding. The Funds value their
securities at their current market value determined on the basis of market
quotations, or, if such quotations are not readily available, such other
methods as the Funds' directors believe accurately reflect fair market value.

Your order for purchase, sale, or exchange of shares is priced at the next NAV
calculated after your order is received in proper form by the Fund. Your
purchase of Fund shares may be subject to an initial sales charge. Sales of Fund
shares may be subject to a contingent deferred sales charge or CDSC. See the
next section of this Prospectus, Distribution Arrangements, for details.

HOW TO BUY SHARES

You may purchase a Fund's shares through broker-dealers, banks, or other
financial intermediaries. You also may purchase shares directly from the Funds'
principal underwriter, Alliance Fund Distributors, Inc., or AFD.

Minimum investment amounts are:

--Initial: $250
--Subsequent: $ 50
--Automatic Investment Program: $ 25

53
<PAGE>

If you are an existing Fund shareholder, you may purchase shares by electronic
funds transfer in amounts not exceeding $500,000 if you have completed the
appropriate section of the Shareholder Application. Call 800-221-5672 to arrange
a transfer from your bank account.

A Fund is required to withhold 31% of taxable dividends, capital gains
distributions, and redemptions paid to shareholders who have not provided the
Fund with their certified taxpayer identification number. To avoid this, you
must provide your correct Tax Identification Number (Social Security Number for
most investors) on your account application.

A Fund may refuse any order to purchase shares. In particular, the Funds reserve
the right to restrict purchases of shares (including through exchanges) when
they appear to evidence a pattern of frequent purchases and sales made in
response to short-term considerations.

HOW TO EXCHANGE SHARES

You may exchange your Fund shares for shares of the same class of other Alliance
Mutual Funds (including AFD Exchange Reserves, a money market fund managed by
Alliance). Exchanges of shares are made at the next determined NAV, without
sales or service charges. You may request an exchange by mail or telephone. You
must call by 4:00 p.m., Eastern time, to receive that day's NAV. The Funds may
change, suspend, or terminate the exchange service on 60 days' written notice.

HOW TO SELL SHARES

You may "redeem" your shares (i.e., sell your shares to a Fund) on any day the
Exchange is open, either directly or through your financial intermediary. Your
sales price will be the next-determined NAV, less any applicable CDSC, after the
Fund receives your sales request in proper form. Normally, proceeds will be sent
to you within 7 days. If you recently purchased your shares by check or
electronic funds transfer, your redemption payment may be delayed until the Fund
is reasonably satisfied that the check or electronic funds transfer has been
collected (which may take up to 15 days).

o Selling Shares Through Your Broker

Your broker must receive your sales request by 4:00 p.m., Eastern time, and
submit it to the Fund by 5:00 p.m., Eastern time, for you to receive that day's
NAV, less any applicable CDSC. Your broker is responsible for submitting all
necessary documentation to the Fund and may charge you for this service.

o Selling Shares Directly to the Fund

By Mail:

-- Send a signed letter of instruction or stock power, along with
certificates, to:

Alliance Fund Services, Inc.
P.O. Box 1520
Secaucus, N.J. 07906-1520
800-221-5672

-- For your protection, a bank, a member firm of a national stock
exchange, or other eligible guarantor institution, must guarantee
signatures. Stock power forms are available from your financial
intermediary, AFS, and many commercial banks. Additional
documentation is required for the sale of shares by corporations,
intermediaries, fiduciaries, and surviving joint owners. If you have
any questions about these procedures, contact AFS.

By Telephone:

-- You may redeem your shares for which no stock certificates have been
issued by telephone request. Call AFS at 800-221-5672 with
instructions on how you wish to receive your sale proceeds.

-- A telephone redemption request must be received by 4:00 p.m. Eastern
time, for you to receive that day's NAV, less any applicable CDSC.

-- If you have selected electronic funds transfer in your Shareholder
Application, the redemption proceeds will be sent directly to your
bank. Otherwise, the proceeds will be mailed to you.

-- Redemption requests by electronic funds transfer may not exceed
$100,000 per day and redemption requests by check cannot exceed
$50,000 per day.

-- Telephone redemption is not available for shares held in nominee or
"street name" accounts, retirement plan accounts, or shares held by
a shareholder who has changed his or her address of record within
the previous 30 calendar days.

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

Each Fund's income dividends and capital gains distributions, if any, declared
by a Fund on its outstanding shares will, at the election of each shareholder,
be paid in cash or in additional shares of the same class of shares of that
Fund. If paid in additional shares, the shares will have an aggregate net asset
value as of the close of business on the day following the declaration date of
the dividend or distribution equal to the cash amount of the dividend or
distribution. You may make an election to receive dividends and distributions in
cash or in shares at the time you purchase shares. Your election can be changed
at any time prior to a record date for a dividend. There is no sales or other
charge in connection with the reinvestment of dividends or capital gains
distributions. Cash dividends may be paid in check, or at your election,
electronically via the ACH network. There is no sales or other charge on the
reinvestment of Fund dividends and distributions.

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

54
<PAGE>

For federal income tax purposes, the Fund's dividend distributions of net income
(or short-term taxable gains) will be taxable to you as ordinary income.
Distributions of long-term capital gains generally will be taxable to you as
long-term capital gains. A Fund's distributions also may be subject to certain
state and local taxes.

While it is the intention of each Fund to distribute to its shareholders
substantially all of each fiscal year's net income and net realized capital
gains, if any, the amount and time of any dividend or distribution will depend
on the realization by the Fund of income and capital gains from investments.
There is no fixed dividend rate and there can be no assurance that a Fund will
pay any dividends or realize any capital gains. Since REITs pay distributions
based on cash flow, without regard to depreciation and amortization, it is
likely that a portion of the distributions paid to Alliance Real Estate
Investment Fund and subsequently distributed to shareholders may be a
nontaxable return of capital. The final determination of the amount of a Fund's
return of capital distributions for the period will be made after the end of
each calendar year.

Investment income received by a Fund from sources within foreign countries may
be subject to foreign income taxes withheld at the source. To the extent that
any Fund is liable for foreign income taxes withheld at the source, each Fund
intends, if possible, to operate so as to meet the requirements of the Code to
"pass through" to the Fund's shareholders credits for foreign income taxes paid
(or to permit shareholders to claim a deduction for such foreign taxes), but
there can be no assurance that any Fund will be able to do so. Furthermore, a
shareholder's ability to claim a foreign tax credit or deduction for foreign
taxes paid by a Fund may be subject to certain limitations imposed by the Code,
as a result of which a shareholder may not be permitted to claim a credit or
deduction for all or a portion of the amount of such taxes.

Under certain circumstances, if a Fund realizes losses (e.g., from fluctuations
in currency exchange rates) after paying a dividend, all or a portion of the
dividend may subsequently be characterized as a return of capital. Returns of
capital are generally nontaxable, but will reduce a shareholder's basis in
shares of a Fund. If that basis is reduced to zero (which could happen if the
shareholder does not reinvest distributions and returns of capital are
significant), any further returns of capital will be taxable as capital gain.
See the Fund's SAI for a further explanation of these tax issues.

If you buy shares just before a Fund deducts a distribution from its net asset
value, you will pay the full price for the shares and then receive a portion of
the price back as a taxable distribution.

The sale or exchange of Fund shares is a taxable transaction for Federal income
tax purposes.

Each year shortly after December 31, the Funds will send you tax information
stating the amount and type of all its distributions for the year. Consult your
tax adviser about the federal, state, and local tax consequences in your
particular circumstances.

- --------------------------------------------------------------------------------
DISTRIBUTION ARRANGEMENTS
- --------------------------------------------------------------------------------

Share Classes. The Funds offer three classes of shares.

CLASS A SHARES--INITIAL SALES CHARGE ALTERNATIVE

You can purchase Class A shares at NAV with an initial sales charge as follows:

Initial Sales Charge

As % of As % of Commission
Net Amount Offering to Dealer/
Invested Price Agent as
% of
Offering
Amount Purchased Price
- --------------------------------------------------------------------------------
Up to $100,000 4.44% 4.25% 4.00%
$100,000 up to $250,000 3.36 3.25 3.00
$250,000 up to $500,000 2.30 2.25 2.00
$500,000 up to $1,000,000 1.78 1.75 1.50

You pay no initial sales charge on purchases of Class A Shares in the amount of
$1,000,000 or more, but may pay a 1% CDSC if you redeem your shares within 1
year. Alliance may pay the dealer or agent a fee of up to 1% of the dollar
amount purchased. Certain purchases of Class A shares may qualify for reduced or
eliminated sales charges under a Fund's Combined Purchase Privilege, Cumulative
Quantity Discount, Statement of Intention, Privilege for Certain Retirement
Plans, Reinstatement Privilege and Sales at Net Asset Value Programs. Consult
the Subscription Application and a Fund's SAI for additional information about
these options.

CLASS B SHARES--DEFERRED SALES CHARGE ALTERNATIVE

You can purchase Class B Shares at NAV without an initial sales charge. A Fund
will thus receive the full amount of your purchase. Your investment, however,
will be subject to a CDSC if you redeem shares within 4 years of purchase. The
CDSC varies depending on the number of years you hold the shares. The CDSC
amounts are:

Years Since Purchase CDSC
First 4.0%
Second 3.0%
Third 2.0%
Fourth 1.0%
Fifth None

If you exchange your shares for the Class B shares of another Alliance Mutual
Fund, the CDSC also will apply to those Class B shares. The CDSC period begins
with the date of your original purchase, not the date of exchange for the other
Class B shares.

The Fund's Class B shares purchased for cash automatically convert to Class A
shares eight years after the end of the month of your purchase. If you purchase
shares by exchange for the Class B shares of another Alliance Mutual Fund, the
conversion period runs from the date of your original purchase.

CLASS C SHARES--ASSET-BASED SALES CHARGE ALTERNATIVE

You can purchase shares at NAV without an initial sales charge. A Fund will thus
receive the full amount of your purchase. Your investment, however, will be
subject to a 1% CDSC if you

55
<PAGE>

redeem your shares within 1 year. If you exchange your shares for the Class C
shares of another Alliance Mutual Fund, the 1% CDSC also will apply to those
Class C shares. The 1-year period for the CDSC begins with the date of your
original purchase, not the date of the exchange for the other Class C shares.

Class C shares do not convert to any other class of shares of the Fund.

Asset-based Sales Charge or Rule 12b-1 Fees. Each Fund has adopted a plan under
Commission Rule 12b-1 that allows the Fund to pay asset-based sales charges or
distribution and service fees for the distribution and sale of its shares. The
amount of these fees for each class of the Fund's shares is:

Rule 12b-1 Fee (As a Percentage of
Aggregate Average Daily Net Assets)
Class A .30%*
Class B 1.00%
Class C 1.00%

- --------------------------------------------------------------------------------
* The fee under the Rule 12b-1 Plan for the Class A shares of Alliance
Growth Fund and Alliance Premier Growth Fund is .50% of the aggregate
average daily net assets. The Directors of Alliance Growth Fund currently
limit the payments to .30%. The Directors of Alliance Premier Growth Fund
limit payments for Class A shares purchased after November 1993 to .30% of
aggregate average daily net assets.

Because these fees are paid out of the Fund's assets on an on-going basis, over
time these fees will increase the cost of your investment and may cost you more
than paying other types of sales fees. Class B and Class C shares are subject to
higher distribution fees than Class A shares (Class B shares are subject to
these higher fees for a period of eight years, after which they convert to Class
A shares). The higher fees mean a higher expense ratio, so Class B and Class C
shares pay correspondingly lower dividends and may have a lower net asset value
than Class A shares.

Choosing a Class of Shares. The decision as to which class of shares is more
beneficial to you depends on the amount and intended length of your investment.
If you are making a large investment, thus qualifying for a reduced sales
charge, you might consider purchasing Class A shares. If you are making a
smaller investment, you might consider purchasing Class B shares because 100% of
your purchase is invested immediately. If you are unsure of the length of your
investment, you might consider Class C shares because there is no initial sales
charge and no CDSC as long as the shares are held for one year or more. Dealers
and agents may receive differing compensation for selling Class A, Class B, or
Class C shares. There is no size limit on purchases of Class A shares. The
maximum purchase of Class B shares is $250,000. The maximum purchase of Class C
shares is $1,000,000.

You should consult your financial agent to assist in choosing a class of Fund
shares.

Application of the CDSC. The CDSC is applied to the lesser of the original cost
of shares being redeemed or NAV at the time of redemption (or, as to Fund shares
acquired through an exchange, the cost of the Alliance Mutual Fund shares
originally purchased for cash). Shares obtained from dividend or distribution
reinvestment are not subject to the CDSC. The Fund may waive the CDSC on
redemptions of shares following the death or disability of a shareholder, to
meet the requirements of certain qualified retirement plans, or under a monthly,
bimonthly, or quarterly systematic withdrawal plan. See the Fund's SAI for
further information about CDSC waivers.

Other. A transaction, service, administrative or other similar fee may be
charged by your broker-dealer, agent, financial intermediary, or other financial
representative with respect to the purchase, sale, or exchange of Class A, Class
B, or Class C shares made through your financial representative. The financial
intermediaries also may impose requirements on the purchase, sale, or exchange
of shares that are different from, or in addition to, those imposed by a Fund,
including requirements as to the minimum initial and subsequent investment
amounts.

- --------------------------------------------------------------------------------
GENERAL INFORMATION
- --------------------------------------------------------------------------------

Under unusual circumstances, a Fund may suspend redemptions or postpone payment
for up to seven days or longer, as permitted by federal securities law. The
Funds reserve the right to close an account that through redemption has remained
below $200 for 90 days. Shareholders will receive 60 days' written notice to
increase the account value before the account is closed.

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

Shareholder Services. AFS offers a variety of shareholder services. For more
information about these services or your account, call AFS's toll-free number,
800-221-5672. Some services are described in the attached Subscription
Application. You also may request a shareholder's manual explaining all
available services by calling 800-227-4618.

Employee Benefit Plans. Certain employee benefit plans, including
employer-sponsored tax-qualified 401(k) plans and other defined contribution
retirement plans ("Employee Benefit Plans"), may establish requirements as to
the purchase, sale or exchange of shares, including maximum and minimum initial
investment requirements, that are different from those described in this
Prospectus. Employee Benefit Plans also may not offer all classes of shares of
the Funds. In order to enable participants investing through Employee Benefit
Plans to purchase shares of the Funds, the maximum and minimum investment
amounts may be different for shares purchased through Employee Benefit Plans
from those described in this Prospectus. In addition, the Class A, Class B, and
Class C CDSC may be waived for investments made through Employee Benefit Plans.

56
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights table is intended to help you understand each Fund's
financial performance for the past 5 years (or, if shorter, the period of the
Fund's operations). Certain information reflects financial results for a single
share of each Fund. The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). Except as otherwise indicated,
this information has been audited by PricewaterhouseCoopers LLP, the independent
accountants for The Alliance Fund, Alliance Growth Fund, Alliance Premier Growth
Fund, Alliance International Premier Growth Fund, Alliance Balanced Shares,
Alliance Utility Income Fund, Alliance Worldwide Privatization Fund, and
Alliance Growth and Income Fund, and by Ernst & Young LLP, the independent
auditors for Alliance All-Asia Investment Fund, Alliance Technology Fund,
Alliance Quasar Fund, Alliance International Fund, Alliance New Europe Fund,
Alliance Global Small Cap Fund, Alliance Greater China '97 Fund and Alliance
Real Estate Investment Fund, whose reports, along with each Fund's financial
statements, are included in the SAI, which is available upon request.

57
<PAGE>

<TABLE>
<CAPTION>
Income from Investment Operations Less Dividends and Distributions
--------------------------------------------- -------------------------------------------
Net Gains
Net Asset or Losses on Dividends Distributions
Value, Securities Total from from Net in Excess of Distributions
Beginning Net Investment (both realized Investment Investment Net Investment from
Fiscal Year or Period of Period Income (Loss) and unrealized) Operations Income Income Capital Gains
--------------------- --------- -------------- --------------- ---------- ---------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Alliance Premier
Growth Fund
Class A
Year ended 11/30/99...... $27.50 $ (.28)(b) $ 9.21 $ 8.93 $0.00 $0.00 $ (.61)
Year ended 11/30/98...... 22.00 (.15)(b) 7.11 6.96 0.00 0.00 (1.46)
Year ended 11/30/97...... 17.98 (.10)(b) 5.20 5.10 0.00 0.00 (1.08)
Year ended 11/30/96...... 16.09 (.04)(b) 3.20 3.16 0.00 0.00 (1.27)
Year ended 11/30/95...... 11.41 (.03) 5.38 5.35 0.00 0.00 (.67)
Class B
Year ended 11/30/99...... $26.33 $ (.48)(b) $ 8.81 $ 8.33 $0.00 $0.00 $ (.61)
Year ended 11/30/98...... 21.26 (.30)(b) 6.83 6.53 0.00 0.00 (1.46)
Year ended 11/30/97...... 17.52 (.23)(b) 5.05 4.82 0.00 0.00 (1.08)
Year ended 11/30/96...... 15.81 (.14)(b) 3.12 2.98 0.00 0.00 (1.27)
Year ended 11/30/95...... 11.29 (.11) 5.30 5.19 0.00 0.00 (.67)
Class C
Year ended 11/30/99...... $26.36 $ (.49)(b) $ 8.83 $ 8.34 $0.00 $0.00 $ (.61)
Year ended 11/30/98...... 21.29 (.31)(b) 6.84 6.53 0.00 0.00 (1.46)
Year ended 11/30/97...... 17.54 (.24)(b) 5.07 4.83 0.00 0.00 (1.08)
Year ended 11/30/96...... 15.82 (.14)(b) 3.13 2.99 0.00 0.00 (1.27)
Year ended 11/30/95...... 11.30 (.08) 5.27 5.19 0.00 0.00 (.67)

Alliance Growth Fund
Class A
Year ended 10/31/99...... $47.17 $ (.15)(b) $13.01 $12.86 $0.00 $0.00 $(3.71)
Year ended 10/31/98...... 43.95 (.05)(b) 6.18 6.13 0.00 0.00 (2.91)
Year ended 10/31/97...... 34.91 (.10)(b) 10.17 10.07 0.00 0.00 (1.03)
Year ended 10/31/96...... 29.48 .05 6.20 6.25 (.19) 0.00 (.63)
Year ended 10/31/95...... 25.08 .12 4.80 4.92 (.11) 0.00 (.41)
Class B
Year ended 10/31/99...... $38.15 $ (.42)(b) $10.38 $ 9.96 $0.00 $0.00 $(3.71)
Year ended 10/31/98...... 36.31 (.31)(b) 5.06 4.75 0.00 0.00 (2.91)
Year ended 10/31/97...... 29.21 (.31)(b) 8.44 8.13 0.00 0.00 (1.03)
Year ended 10/31/96...... 24.78 (.12) 5.18 5.06 0.00 0.00 (.63)
Year ended 10/31/95...... 21.21 (.02) 4.01 3.99 (.01) 0.00 (.41)
Class C
Year ended 10/31/99...... $38.17 $ (.42)(b) $10.38 $ 9.96 $0.00 $0.00 $(3.71)
Year ended 10/31/98...... 36.33 (.31)(b) 5.06 4.75 0.00 0.00 (2.91)
Year ended 10/31/97...... 29.22 (.31)(b) 8.45 8.14 0.00 0.00 (1.03)
Year ended 10/31/96...... 24.79 (.12) 5.18 5.06 0.00 0.00 (.63)
Year ended 10/31/95...... 21.22 (.03) 4.02 3.99 (.01) 0.00 (.41)

Alliance Technology Fund
Class A
Year ended 11/30/99...... $68.60 $ (.99)(b) $49.02 $48.03 $0.00 $0.00 $(5.17)
Year ended 11/30/98...... 54.44 (.68)(b) 15.42 14.74 0.00 0.00 (.58)
Year ended 11/30/97...... 51.15 (.51)(b) 4.22 3.71 0.00 0.00 (.42)
Year ended 11/30/96...... 46.64 (.39)(b) 7.28 6.89 0.00 0.00 (2.38)
Year ended 11/30/95...... 31.98 (.30)(b) 18.13 17.83 0.00 0.00 (3.17)
Class B
Year ended 11/30/99...... $65.75 $(1.54)(b) $46.69 $45.15 $0.00 $0.00 $(5.17)
Year ended 11/30/98...... 52.58 (1.08)(b) 14.83 13.75 0.00 0.00 (.58)
Year ended 11/30/97...... 49.76 (.88)(b) 4.12 3.24 0.00 0.00 (.42)
Year ended 11/30/96...... 45.76 (.70)(b) 7.08 6.38 0.00 0.00 (2.38)
Year ended 11/30/95...... 31.61 (.60)(b) 17.92 17.32 0.00 0.00 (3.17)
Class C
Year ended 11/30/99...... $65.74 $(1.57)(b) $46.69 $45.12 $0.00 $0.00 $(5.17)
Year ended 11/30/98...... 52.57 (1.08)(b) 14.83 13.75 0.00 0.00 (.58)
Year ended 11/30/97...... 49.76 (.88)(b) 4.11 3.23 0.00 0.00 (.42)
Year ended 11/30/96...... 45.77 (.70)(b) 7.07 6.37 0.00 0.00 (2.38)
Year ended 11/30/95...... 31.61 (.58)(b) 17.91 17.33 0.00 0.00 (3.17)
</TABLE>

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

Please refer to the footnotes on page 68.

58
<PAGE>

<TABLE>
<CAPTION>
Less
Distributions Ratios/Supplemental Data
------------- ------------------------------------------------------------
Total Net Asset Ratio of Ratio of Net
Dividends Value, Net Assets, Expenses Income (Loss)
and End of Total End of Period to Average to Average Portfolio
Fiscal Year or Period Distributions Period Return (a) (000's omitted) Net Assets Net Assets Turnover Rate
--------------------- ------------- --------- ---------- --------------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Alliance Premier
Growth Fund
Class A
Year ended 11/30/99...... $ (.61) $ 35.82 33.13% $4,285,490 1.50% (.85)% 75%
Year ended 11/30/98...... (1.46) 27.50 33.94 1,418,262 1.59(f) (.59) 82
Year ended 11/30/97...... (1.08) 22.00 30.46 373,099 1.57 (.52) 76
Year ended 11/30/96...... (1.27) 17.98 21.52 172,870 1.65 (.27) 95
Year ended 11/30/95...... (.67) 16.09 49.95 72,366 1.75 (.28) 114
Class B
Year ended 11/30/99...... $ (.61) $ 34.05 32.30% $8,161,471 2.18% (1.53)% 75%
Year ended 11/30/98...... (1.46) 26.33 33.04 2,799,288 2.28(f) (1.27) 82
Year ended 11/30/97...... (1.08) 21.26 29.62 858,449 2.25 (1.20) 76
Year ended 11/30/96...... (1.27) 17.52 20.70 404,137 2.32 (.94) 95
Year ended 11/30/95...... (.67) 15.81 49.01 238,088 2.43 (.95) 114
Class C
Year ended 11/30/99...... $ (.61) $ 34.09 32.31% $2,965,440 2.18% (1.53)% 75%
Year ended 11/30/98...... (1.46) 26.36 32.99 862,193 2.28(f) (1.30) 82
Year ended 11/30/97...... (1.08) 21.29 29.64 177,923 2.24 (1.22) 76
Year ended 11/30/96...... (1.27) 17.54 20.76 60,194 2.32 (.94) 95
Year ended 11/30/95...... (.67) 15.82 48.96 20,679 2.42 (.97) 114

Alliance Growth Fund
Class A
Year ended 10/31/99...... $(3.71) $ 56.32 28.69% $1,441,962 1.18% (.28)% 62%
Year ended 10/31/98...... (2.91) 47.17 14.56 1,008,093 1.22(f) (.11) 61
Year ended 10/31/97...... (1.03) 43.95 29.54 783,110 1.26(f) (.25) 48
Year ended 10/31/96...... (.82) 34.91 21.65 499,459 1.30 .15 46
Year ended 10/31/95...... (.52) 29.48 20.18 285,161 1.35 .56 61
Class B
Year ended 10/31/99...... $(3.71) $ 44.40 27.79% $5,265,153 1.90% (1.00)% 62%
Year ended 10/31/98...... (2.91) 38.15 13.78 4,230,756 1.94(f) (.83) 61
Year ended 10/31/97...... (1.03) 36.31 28.64 3,578,806 1.96(f) (.94) 48
Year ended 10/31/96...... (.63) 29.21 20.82 2,498,097 1.99 (.54) 46
Year ended 10/31/95...... (.42) 24.78 19.33 1,052,020 2.05 (.15) 61
Class C
Year ended 10/31/99...... $(3.71) $ 44.42 27.78% $ 923,483 1.90% (1.00)% 62%
Year ended 10/31/98...... (2.91) 38.17 13.76 718,688 1.93(f) (.83) 61
Year ended 10/31/97...... (1.03) 36.33 28.66 599,449 1.97(f) (.95) 48
Year ended 10/31/96...... (.63) 29.22 20.81 403,478 2.00 (.55) 46
Year ended 10/31/95...... (.42) 24.79 19.32 226,662 2.05 (.15) 61

Alliance Technology Fund
Class A
Year ended 11/30/99...... $(5.17) $111.46 74.67% $2,167,060 1.68%(f) (1.11)% 54%
Year ended 11/30/98...... (.58) 68.60 27.36 824,636 1.66(f) (1.13) 67
Year ended 11/30/97...... (.42) 54.44 7.32 624,716 1.67(f) (.97) 51
Year ended 11/30/96...... (2.38) 51.15 16.05 594,861 1.74 (.87) 30
Year ended 11/30/95...... (3.17) 46.64 61.93 398,262 1.75 (.77) 55
Class B
Year ended 11/30/99...... $(5.17) $105.73 73.44% $3,922,584 2.39%(f) (1.83)% 54%
Year ended 11/30/98...... (.58) 65.75 26.44 1,490,578 2.39(f) (1.86) 67
Year ended 11/30/97...... (.42) 52.58 6.57 1,053,436 2.38(f) (1.70) 51
Year ended 11/30/96...... (2.38) 49.76 15.20 660,921 2.44 (1.61) 30
Year ended 11/30/95...... (3.17) 45.76 60.95 277,111 2.48 (1.47) 55
Class C
Year ended 11/30/99...... $(5.17) $105.69 73.40% $ 907,707 2.41%(f) (1.85)% 54%
Year ended 11/30/98...... (.58) 65.74 26.44 271,320 2.40(f) (1.87) 67
Year ended 11/30/97...... (.42) 52.57 6.55 184,194 2.38(f) (1.70) 51
Year ended 11/30/96...... (2.38) 49.76 15.17 108,488 2.44 (1.60) 30
Year ended 11/30/95...... (3.17) 45.77 60.98 43,161 2.48 (1.47) 55
</TABLE>

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59
<PAGE>

<TABLE>
<CAPTION>
Income from Investment Operations Less Dividends and Distributions
--------------------------------------------- ------------------------------------------
Net Gains
Net Asset or Losses on Dividends Distributions
Value, Securities Total from from Net in Excess of Distributions
Beginning Net Investment (both realized Investment Investment Net Investment from
Fiscal Year or Period of Period Income (Loss) and unrealized) Operations Income Income Capital Gains
--------------------- --------- -------------- --------------- ---------- ---------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Alliance Quasar Fund
Class A
Year ended 9/30/99....... $22.27 $(.22)(b) $2.80 $2.58 $ 0.00 $ 0.00 $(1.01)
Year ended 9/30/98....... 30.37 (.17)(b) (6.70) (6.87) 0.00 0.00 (1.23)
Year ended 9/30/97....... 27.92 (.24)(b) 6.80 6.56 0.00 0.00 (4.11)
Year ended 9/30/96....... 24.16 (.25) 8.82 8.57 0.00 0.00 (4.81)
Year ended 9/30/95....... 22.65 (.22)(b) 5.59 5.37 0.00 0.00 (3.86)
Class B
Year ended 9/30/99....... $20.17 $(.37)(b) $2.53 $2.16 $ 0.00 $ 0.00 $(1.01)
Year ended 9/30/98....... 27.83 (.36)(b) (6.07) (6.43) 0.00 0.00 (1.23)
Year ended 9/30/97....... 26.13 (.42)(b) 6.23 5.81 0.00 0.00 (4.11)
Year ended 9/30/96....... 23.03 (.20) 8.11 7.91 0.00 0.00 (4.81)
Year ended 9/30/95....... 21.92 (.37)(b) 5.34 4.97 0.00 0.00 (3.86)
Class C
Year ended 9/30/99....... $20.18 $(.36)(b) $2.53 $2.17 $ 0.00 $ 0.00 $(1.01)
Year ended 9/30/98....... 27.85 (.35)(b) (6.09) (6.44) 0.00 0.00 (1.23)
Year ended 9/30/97....... 26.14 (.42)(b) 6.24 5.82 0.00 0.00 (4.11)
Year ended 9/30/96....... 23.05 (.20) 8.10 7.90 0.00 0.00 (4.81)
Year ended 9/30/95....... 21.92 (.37)(b) 5.36 4.99 0.00 0.00 (3.86)

The Alliance Fund
Class A
Year ended 11/30/99...... $ 5.97 $(.03)(b) $2.00 $1.97 $ 0.00 $ 0.00 $ (.39)
Year ended 11/30/98...... 8.70 (.02)(b) (.54) (.56) 0.00 0.00 (2.17)
Year ended 11/30/97...... 7.71 (.02)(b) 2.09 2.07 (.02) 0.00 (1.06)
Year ended 11/30/96...... 7.72 .02 1.06 1.08 (.02) 0.00 (1.07)
Year ended 11/30/95...... 6.63 .02(b) 2.08 2.10 (.01) 0.00 (1.00)
Class B
Year ended 11/30/99...... $ 5.51 $(.07)(b) $1.82 $1.75 $ 0.00 $ 0.00 $ (.39)
Year ended 11/30/98...... 8.25 (.07)(b) (.50) (.57) 0.00 0.00 (2.17)
Year ended 11/30/97...... 7.40 (.08)(b) 1.99 1.91 0.00 0.00 (1.06)
Year ended 11/30/96...... 7.49 (.01) .99 .98 0.00 0.00 (1.07)
Year ended 11/30/95...... 6.50 (.03)b) 2.02 1.99 0.00 0.00 (1.00)
Class C
Year ended 11/30/99...... $ 5.50 $(.08)(b) $1.83 $1.75 $ 0.00 $ 0.00 $ (.39)
Year ended 11/30/98...... 8.26 (.07)(b) (.52) (.59) 0.00 0.00 (2.17)
Year ended 11/30/97...... 7.41 (.08)(b) 1.99 1.91 0.00 0.00 (1.06)
Year ended 11/30/96...... 7.50 (.02) 1.00 .98 0.00 0.00 (1.07)
Year ended 11/30/95...... 6.50 (.03)(b) 2.03 2.00 0.00 0.00 (1.00)

Alliance Growth and
Income Fund
Class A
Year ended 10/31/99...... $ 3.44 $ .03(b) $ .62 $ .65 $ (.03) $ (.01) $ (.35)
Year ended 10/31/98...... 3.48 .03(b) .43 .46 (.04) 0.00 (.46)
Year ended 10/31/97...... 3.00 .04(b) .87 .91 (.05) 0.00 (.38)
Year ended 10/31/96...... 2.71 .05 .50 .55 (.05) 0.00 (.21)
Year ended 10/31/95...... 2.35 .02 .52 .54 (.06) 0.00 (.12)
Class B
Year ended 10/31/99...... $ 3.41 $ .00(b) $ .62 $ .62 $ 0.00 $ (.02) $ (.35)
Year ended 10/31/98...... 3.45 .01(b) .43 .44 (.02) 0.00 (.46)
Year ended 10/31/97...... 2.99 .02(b) .85 .87 (.03) 0.00 (.38)
Year ended 10/31/96...... 2.69 .03 .51 .54 (.03) 0.00 (.21)
Year ended 10/31/95...... 2.34 .01 .49 .50 (.03) 0.00 (.12)
Class C
Year ended 10/31/99...... $ 3.41 $ .00(b) $ .62 $ .62 $ 0.00 $ (.02) $ (.35)
Year ended 10/31/98...... 3.45 .01(b) .43 .44 (.02) 0.00 (.46)
Year ended 10/31/97...... 2.99 .02(b) .85 .87 (.03) 0.00 (.38)
Year ended 10/31/96...... 2.70 .03 .50 .53 (.03) 0.00 (.21)
Year ended 10/31/95...... 2.34 .01 .50 .51 (.03) 0.00 (.12)
</TABLE>

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Please refer to the footnotes on page 68.

60
<PAGE>

<TABLE>
<CAPTION>
Less
Distributions Ratios/Supplemental Data
------------- -----------------------------------------------------------
Total Net Asset Ratio of Ratio of Net
Dividends Value, Net Assets, Expenses Income (Loss)
and End of Total End of Period to Average to Average Portfolio
Fiscal Year or Period Distributions Period Return (a) (000's omitted) Net Assets Net Assets Turnover Rate
--------------------- ------------- --------- ---------- --------------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Alliance Quasar Fund
Class A
Year ended 9/30/99....... $(1.01) $23.84 11.89% $ 517,289 1.69%(f) (.90)% 91%
Year ended 9/30/98....... (1.23) 22.27 (23.45) 495,070 1.61(f) (.59) 109
Year ended 9/30/97....... (4.11) 30.37 27.81 402,081 1.67 (.91) 135
Year ended 9/30/96....... (4.81) 27.92 42.42 229,798 1.79 (1.11) 168
Year ended 9/30/95....... (3.86) 24.16 30.73 146,663 1.83 (1.06) 160
Class B
Year ended 9/30/99....... $(1.01) $21.32 11.01% $ 587,919 2.46%(f) (1.68)% 91%
Year ended 9/30/98....... (1.23) 20.17 (24.03) 625,147 2.39(f) (1.36) 109
Year ended 9/30/97....... (4.11) 27.83 26.70 503,037 2.51 (1.73) 135
Year ended 9/30/96....... (4.81) 26.13 41.48 112,490 2.62 (1.96) 168
Year ended 9/30/95....... (3.86) 23.03 29.78 16,604 2.65 (1.88) 160
Class C
Year ended 9/30/99....... $(1.01) $21.34 11.05% $ 168,120 2.45%(f) (1.66)% 91%
Year ended 9/30/98....... (1.23) 20.18 (24.05) 182,110 2.38(f) (1.35) 109
Year ended 9/30/97....... (4.11) 27.85 26.74 145,494 2.50 (1.72) 135
Year ended 9/30/96....... (4.81) 26.14 41.46 28,541 2.61 (1.94) 168
Year ended 9/30/95....... (3.86) 23.05 29.87 1,611 2.64 (1.76) 160

The Alliance Fund
Class A
Year ended 11/30/99...... $ (.39) $ 7.55 35.37% $1,128,166 1.06% (.41)% 97%
Year ended 11/30/98...... (2.17) 5.97 (8.48) 953,181 1.03 (.36) 106
Year ended 11/30/97...... (1.08) 8.70 31.82 1,201,435 1.03 (.29) 158
Year ended 11/30/96...... (1.09) 7.71 16.49 999,067 1.04 .30 80
Year ended 11/30/95...... (1.01) 7.72 37.87 945,309 1.08 .31 81
Class B
Year ended 11/30/99...... $ (.39) $ 6.87 34.24% $ 101,858 1.89% (1.23)% 97%
Year ended 11/30/98...... (2.17) 5.51 (9.27) 85,456 1.84 (1.17) 106
Year ended 11/30/97...... (1.06) 8.25 30.74 70,461 1.85 (1.12) 158
Year ended 11/30/96...... (1.07) 7.40 15.47 44,450 1.87 (.53) 80
Year ended 11/30/95...... (1.00) 7.49 36.61 31,738 1.90 (.53) 81
Class C
Year ended 11/30/99...... $ (.39) $ 6.86 34.31% $ 28,025 1.86% (1.22)% 97%
Year ended 11/30/98...... (2.17) 5.50 (9.58) 21,231 1.84 (1.18) 106
Year ended 11/30/97...... (1.06) 8.26 30.72 18,871 1.83 (1.10) 158
Year ended 11/30/96...... (1.07) 7.41 15.48 13,899 1.86 (.51) 80
Year ended 11/30/95...... (1.00) 7.50 36.79 10,078 1.89 (.51) 81

Alliance Growth and
Income Fund
Class A
Year ended 10/31/99...... $ (.39) $ 3.70 20.48% $1,503,874 .93% .87% 48%
Year ended 10/31/98...... (.50) 3.44 14.70 988,965 .93(f) .96 89
Year ended 10/31/97...... (.43) 3.48 33.28 787,566 .92(f) 1.39 88
Year ended 10/31/96...... (.26) 3.00 21.51 553,151 .97 1.73 88
Year ended 10/31/95...... (.18) 2.71 24.21 458,158 1.05 1.88 142
Class B
Year ended 10/31/99...... $ (.37) $ 3.66 19.56% $1,842,045 1.70% .09% 48%
Year ended 10/31/98...... (.48) 3.41 14.07 787,730 1.72(f) .17 89
Year ended 10/31/97...... (.41) 3.45 31.83 456,399 1.72(f) .56 88
Year ended 10/31/96...... (.24) 2.99 21.20 235,263 1.78 .91 88
Year ended 10/31/95...... (.15) 2.69 22.84 136,758 1.86 1.05 142
Class C
Year ended 10/31/99...... $ (.37) $ 3.66 19.56% $ 518,185 1.69% .11% 48%
Year ended 10/31/98...... (.48) 3.41 14.07 179,487 1.72(f) .18 89
Year ended 10/31/97...... (.41) 3.45 31.83 106,526 1.71(f) .58 88
Year ended 10/31/96...... (.24) 2.99 20.72 61,356 1.76 .93 88
Year ended 10/31/95...... (.15) 2.70 23.30 35,835 1.84 1.04 142
</TABLE>

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61
<PAGE>

<TABLE>
<CAPTION>
Income from Investment Operations Less Dividends and Distributions
------------------------------------------- ------------------------------------------
Net Gains
Net Asset or Losses on Dividends Distributions
Value, Securities Total from from Net in Excess of Distributions
Beginning Net Investment (both realized Investment Investment Net Investment from
Fiscal Year or Period of Period Income (Loss) and unrealized) Operations Income Income Capital Gain
--------------------- --------- -------------- --------------- ---------- ---------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Alliance Balanced Shares
Class A
Year ended 7/31/99 .......... $15.97 $ .36(b) $1.29 $1.65 $(.34) $0.00 $(1.65)
Year ended 7/31/98 .......... 16.17 .33(b) 1.86 2.19 (.32) 0.00 (2.07)
Year ended 7/31/97 .......... 14.01 .31(b) 3.97 4.28 (.32) 0.00 (1.80)
Year ended 7/31/96 .......... 15.08 .37 .45 .82 (.41) 0.00 (1.48)
Year ended 7/31/95 .......... 13.38 .46 1.62 2.08 (.36) 0.00 (.02)
Class B
Year ended 7/31/99 .......... $15.54 $ .23(b) $1.25 $1.48 $(.26) $0.00 $(1.65)
Year ended 7/31/98 .......... 15.83 .21(b) 1.81 2.02 (.24) 0.00 (2.07)
Year ended 7/31/97 .......... 13.79 .19(b) 3.89 4.08 (.24) 0.00 (1.80)
Year ended 7/31/96 .......... 14.88 .28 .42 .70 (.31) 0.00 (1.48)
Year ended 7/31/95 .......... 13.23 .30 1.65 1.95 (.28) 0.00 (.02)
Class C
Year ended 7/31/99 .......... $15.57 $ .24(b) $1.25 $1.49 $(.26) $0.00 $(1.65)
Year ended 7/31/98 .......... 15.86 .21(b) 1.81 2.02 (.24) 0.00 (2.07)
Year ended 7/31/97 .......... 13.81 .20(b) 3.89 4.09 (.24) 0.00 (1.80)
Year ended 7/31/96 .......... 14.89 .26 .45 .71 (.31) 0.00 (1.48)
Year ended 7/31/95 .......... 13.24 .30 1.65 1.95 (.28) 0.00 (.02)

Alliance Utility Income Fund
Class A
Year ended 11/30/99 ......... $14.68 $ .36(b)(c) $2.53 $2.89 $(.32) $0.00 $(.34)
Year ended 11/30/98 ......... 12.48 .30(b)(c) 2.69 2.99 (.32) 0.00 (.47)
Year ended 11/30/97 ......... 10.59 .32(b)(c) 2.04 2.36 (.34) 0.00 (.13)
Year ended 11/30/96 ......... 10.22 .18(b)(c) .65 .83 (.46) 0.00 0.00
Year ended 11/30/95 ......... 8.97 .27(b)(c) 1.43 1.70 (.45) 0.00 0.00
Class B
Year ended 11/30/99 ......... $14.62 $ .25(b)(c) $2.52 $2.77 $(.25) $0.00 $(.34)
Year ended 11/30/98 ......... 12.46 .21(b)(c) 2.67 2.88 (.25) 0.00 (.47)
Year ended 11/30/97 ......... 10.57 .25(b)(c) 2.04 2.29 (.27) 0.00 (.13)
Year ended 11/30/96 ......... 10.20 .10(b)(c) .67 .77 (.40) 0.00 0.00
Year ended 11/30/95 ......... 8.96 .18(b)(c) 1.45 1.63 (.39) 0.00 0.00
Class C
Year ended 11/30/99 ......... $14.65 $ .25(b)(c) $2.51 $2.76 $(.25) $0.00 $(.34)
Year ended 11/30/98 ......... 12.47 .21(b)(c) 2.69 2.90 (.25) 0.00 (.47)
Year ended 11/30/97 ......... 10.59 .25(b)(c) 2.03 2.28 (.27) 0.00 (.13)
Year ended 11/30/96 ......... 10.22 .11(b)(c) .66 .77 (.40) 0.00 0.00
Year ended 11/30/95 ......... 8.97 .18(b)(c) 1.46 1.64 (.39) 0.00 0.00

Alliance Real Estate
Investment Fund
Class A
Year ended 8/31/99 .......... $10.47 $ .46(b) $(.06) $ .40 $(.48)(g) $(.10) $(.10)
Year ended 8/31/98 .......... 12.80 .52(b) (2.33) (1.81) (.51) 0.00 (.01)
10/1/96+ to 8/31/97 ......... 10.00 .30(b) 2.88 3.18 (.38)(g) 0.00 0.00
Class B
Year ended 8/31/99 .......... $10.44 $ .38(b) $(.05) $ .33 $(.40)(g) $(.10) $(.10)
Year ended 8/31/98 .......... 12.79 .42(b) (2.33) (1.91) (.43) 0.00 (.01)
10/1/96+ to 8/31/97 ......... 10.00 .23(b) 2.89 3.12 (.33)(g) 0.00 0.00
Class C
Year ended 8/31/99 .......... $10.44 $ .38(b) $(.05) $ .33 $(.40)(g) $(.10) $(.10)
Year ended 8/31/98 .......... 12.79 .42(b) (2.33) (1.91) (.43) 0.00 (.01)
10/1/96+ to 8/31/97 ......... 10.00 .23(b) 2.89 3.12 (.33)(g) 0.00 0.00

Alliance New Europe Fund
Class A
Year ended 7/31/99 .......... $21.85 $ .07(b) $(.79) $(.72) $0.00 $0.00 $(2.56)
Year ended 7/31/98 .......... 18.61 .05(b) 5.28 5.33 0.00 (.04) (2.05)
Year ended 7/31/97 .......... 15.84 .07(b) 4.20 4.27 (.15) (.03) (1.32)
Year ended 7/31/96 .......... 15.11 .18 1.02 1.20 0.00 0.00 (.47)
Year ended 7/31/95 .......... 12.66 .04 2.50 2.54 (.09) 0.00 0.00
Class B
Year ended 7/31/99 .......... $20.76 $(.06)(b) $(.75) $(.81) $0.00 $0.00 $(2.56)
Year ended 7/31/98 .......... 17.87 (.08)(b) 5.02 4.94 0.00 0.00 (2.05)
Year ended 7/31/97 .......... 15.31 (.04)(b) 4.02 3.98 0.00 (.10) (1.32)
Year ended 7/31/96 .......... 14.71 .08 .99 1.07 0.00 0.00 (.47)
Year ended 7/31/95 .......... 12.41 (.05) 2.44 2.39 (.09) 0.00 0.00
Class C
Year ended 7/31/99 .......... $20.77 $(.05)(b) $(.75) $(.80) $0.00 $0.00 $(2.56)
Year ended 7/31/98 .......... 17.89 (.08)(b) 5.01 4.93 0.00 0.00 (2.05)
Year ended 7/31/97 .......... 15.33 (.04)(b) 4.02 3.98 0.00 (.10) (1.32)
Year ended 7/31/96 .......... 14.72 .08 1.00 1.08 0.00 0.00 (.47)
Year ended 7/31/95 .......... 12.42 (.07) 2.46 2.39 (.09) 0.00 0.00
</TABLE>

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

Please refer to the footnotes on page 68.

62
<PAGE>

<TABLE>
<CAPTION>
Less
Distributions Ratios/Supplemental Data
------------- -----------------------------------------------------------
Total Net Asset Ratio of Ratio of Net
Dividends Value, Net Assets, Expenses Income (Loss)
and End of Total End of Period to Average to Average Portfolio
Fiscal Year or Period Distributions Period Return (a) (000's omitted) Net Assets Net Assets Turnover Rate
--------------------- ------------- --------- ---------- --------------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Alliance Balanced Shares
Class A
Year ended 7/31/99 .......... $(1.99) $15.63 11.44% $189,953 1.22%(f) 2.31% 105%
Year ended 7/31/98 .......... (2.39) 15.97 14.99 123,623 1.30(f) 2.07 145
Year ended 7/31/97 .......... (2.12) 16.17 33.46 115,500 1.47(f) 2.11 207
Year ended 7/31/96 .......... (1.89) 14.01 5.23 102,567 1.38 2.41 227
Year ended 7/31/95 .......... (.38) 15.08 15.99 122,033 1.32 3.12 179
Class B
Year ended 7/31/99 .......... $(1.91) $15.11 10.56% $136,384 1.97%(f) 1.56% 105%
Year ended 7/31/98 .......... (2.31) 15.54 14.13 47,728 2.06(f) 1.34 145
Year ended 7/31/97 .......... (2.04) 15.83 32.34 24,192 2.25(f) 1.32 207
Year ended 7/31/96 .......... (1.79) 13.79 4.45 18,393 2.16 1.61 227
Year ended 7/31/95 .......... (.30) 14.88 15.07 15,080 2.11 2.30 179
Class C
Year ended 7/31/99 .......... $(1.91) $15.15 10.60% $ 63,517 1.96%(f) 1.57% 105%
Year ended 7/31/98 .......... (2.31) 15.57 14.09 10,855 2.05(f) 1.36 145
Year ended 7/31/97 .......... (2.04) 15.86 32.37 5,510 2.23(f) 1.37 207
Year ended 7/31/96 .......... (1.79) 13.81 4.52 6,096 2.15 1.63 227
Year ended 7/31/95 .......... (.30) 14.89 15.06 5,108 2.09 2.32 179

Alliance Utility Income Fund
Class A
Year ended 11/30/99 ......... $(.66) $16.91 20.27% $ 29,841 1.50%(d) 2.26% 19%
Year ended 11/30/98 ......... (.79) 14.68 24.99 9,793 1.50(d) 2.23 16
Year ended 11/30/97 ......... (.47) 12.48 23.10 4,117 1.50(d) 2.89 37
Year ended 11/30/96 ......... (.46) 10.59 8.47 3,294 1.50(d) 1.67 98
Year ended 11/30/95 ......... (.45) 10.22 19.58 2,748 1.50(d) 2.48 162
Class B
Year ended 11/30/99 ......... $(.59) $16.80 19.45% $ 80,806 2.20%(d) 1.55% 19%
Year ended 11/30/98 ......... (.72) 14.62 24.02 35,550 2.20(d) 1.56 16
Year ended 11/30/97 ......... (.40) 12.46 22.35 14,782 2.20(d) 2.27 37
Year ended 11/30/96 ......... (.40) 10.57 7.82 13,561 2.20(d) .95 98
Year ended 11/30/95 ......... (.39) 10.20 18.66 10,988 2.20(d) 1.60 162
Class C
Year ended 11/30/99 ......... $(.59) $16.82 19.34% $ 20,605 2.20%(d) 1.56% 19%
Year ended 11/30/98 ......... (.72) 14.65 24.16 7,298 2.20(d) 1.54 16
Year ended 11/30/97 ...... (.40) 12.47 22.21 3,413 2.20(d) 2.27 37
Year ended 11/30/96 ......... (.40) 10.59 7.81 3,376 2.20(d) .94 98
Year ended 11/30/95 ......... (.39) 10.22 18.76 3,500 2.20(d) 1.88 162

Alliance Real Estate
Investment Fund
Class A
Year ended 8/31/99 .......... $(.68) $10.19 3.86% $ 35,299 1.58% 4.57% 29%
Year ended 8/31/98 .......... (.52) 10.47 (14.90) 51,214 1.55 3.87 23
10/1/96+ to 8/31/97 ......... (.38) 12.80 32.24 37,638 1.77*(d)(f) 2.73* 20
Class B
Year ended 8/31/99 .......... $(.60) $10.17 3.20% $168,741 2.31% 3.82% 29%
Year ended 8/31/98 .......... (.44) 10.44 (15.56) 268,856 2.26 3.16 23
10/1/96+ to 8/31/97 ......... (.33) 12.79 31.49 186,802 2.44*(d)(f) 2.08* 20
Class C
Year ended 8/31/99 .......... $(.60) $10.17 3.20% $ 44,739 2.30% 3.77% 29%
Year ended 8/31/98 .......... (.44) 10.44 (15.56) 69,575 2.26 3.15 23
10/1/96+ to 8/31/97 ......... (.33) 12.79 31.49 42,719 2.43*(d)(f) 2.06* 20

Alliance New Europe Fund
Class A
Year ended 7/31/99 .......... $(2.56) $18.57 (2.87)% $125,729 1.80%(f) .39% 89%
Year ended 7/31/98 .......... (2.09) 21.85 32.21 130,777 1.85(f) .25 99
Year ended 7/31/97 .......... (1.50) 18.61 28.78 78,578 2.05(f) .40 89
Year ended 7/31/96 .......... (.47) 15.84 8.20 74,026 2.14 1.10 69
Year ended 7/31/95 .......... (.09) 15.11 20.22 86,112 2.09 .37 74
Class B
Year ended 7/31/99 .......... $(2.56) $17.39 (3.52)% $144,570 2.50%(f) (.34)% 89%
Year ended 7/31/98 .......... (2.05) 20.76 31.22 137,425 2.56(f) (.40) 99
Year ended 7/31/97 .......... (1.42) 17.87 27.76 66,032 2.75(f) (.23) 89
Year ended 7/31/96 .......... (.47) 15.31 7.53 42,662 2.86 .59 69
Year ended 7/31/95 .......... (.09) 14.71 19.42 34,527 2.79 (.33) 74
Class C
Year ended 7/31/99 .......... $(2.56) $17.41 (3.46)% $ 45,845 2.50%(f) (.28)% 89%
Year ended 7/31/98 .......... (2.05) 20.77 31.13 39,618 2.56(f) (.41) 99
Year ended 7/31/97 .......... (1.42) 17.89 27.73 16,907 2.74(f) (.23) 89
Year ended 7/31/96 .......... (.47) 15.33 7.59 10,141 2.87 .58 69
Year ended 7/31/95 .......... (.09) 14.72 19.40 7,802 2.78 (.33) 74
</TABLE>

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

63
<PAGE>

Income from Investment Operations Less Dividends and Distributions
--------------------------------- --------------------------------
Net Gains
Net Asset or Losses on Dividends Distributions
Value, Securities Total from from Net in Excess of Distributions
Beginning Net Investment (both realized Investment investment Net Investment from
Fiscal Year or Period of Period Income (Loss) and unrealized) Operations income Income capital gains
--------------------- --------- -------------- --------------- ---------- ------ ------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Alliance Worldwide
Privatization Fund
Class A
Year ended 6/30/99 ......... $12.67 $.00(b) $ .93 $ .93 $(.12) $0.00 $(1.64)
Year ended 6/30/98 ......... 13.26 .10(b) .85 .95 (.18) 0.00 (1.36)
Year ended 6/30/97 ......... 12.13 .15(b) 2.55 2.70 (.15) 0.00 (1.42)
Year ended 6/30/96 ......... 10.18 .10(b) 1.85 1.95 0.00 0.00 0.00
Year ended 6/30/95 ......... 9.75 .06 .37 .43 0.00 0.00 0.00
Class B
Year ended 6/30/99 ......... $12.37 $.(08)(b) $ .89 $ .81 $(.04) $0.00 $(1.64)
Year ended 6/30/98 ......... 13.04 .02(b) .82 .84 (.15) 0.00 (1.36)
Year ended 6/30/97 ......... 11.96 .08(b) 2.50 2.58 (.08) 0.00 (1.42)
Year ended 6/30/96 ......... 10.10 (.02)(b) 1.88 1.86 0.00 0.00 0.00
Year ended 6/30/95 ......... 9.74 .02 .34 .36 0.00 0.00 0.00
Class C
Year ended 6/30/99 ......... $12.37 $ (08)(b) $ .89 $ .81 $(.04) $0.00 $(1.64)
Year ended 6/30/98 ......... 13.04 .05(b) .79 .84 (.15) 0.00 (1.36)
Year ended 6/30/97 ......... 11.96 .12(b) 2.46 2.58 (.08) 0.00 (1.42)
Year ended 6/30/96 ......... 10.10 .03(b) 1.83 1.86 0.00 0.00 0.00
2/8/95++ to 6/30/95 ........ 9.53 .05 .52 .57 0.00 0.00 0.00

Alliance International
Premier Growth
Class A
Year ended 11/30/99 ........ $ 9.63 $(.15)(b)(c) $3.74 $3.59 $0.00 $0.00 $0.00
3/3/98+ to 11/30/98 ........ 10.00 (.08)(b)(c) (.29) (.37) 0.00 0.00 0.00
Class B
Year ended 11/30/99 ........ $ 9.58 $(.22)(b)(c) $3.69 $3.47 $0.00 $0.00 $0.00
3/3/98+ to 11/30/98 ........ 10.00 (.13)(b)(c) (.29) (.42) 0.00 0.00 0.00
Class C
Year ended 11/30/99 ........ $ 9.57 $(.22)(b)(c) $3.70 $3.48 $0.00 $0.00 $0.00
3/3/98+ to 11/30/98 ........ 10.00 (.15)(b)(c) (.28) (.43) 0.00 0.00 0.00

Alliance Global
Small Cap Fund
Class A
Year ended 7/31/99 ......... $12.14 $(.08)(b) $ .76 $ .68 $0.00 $0.00 $(1.16)
Year ended 7/31/98 ......... 12.87 (.11)(b) .37 .26 0.00 0.00 (.99)
Year ended 7/31/97 ......... 11.61 (.15)(b) 2.97 2.82 0.00 0.00 (1.56)
Year ended 7/31/96 ......... 10.38 (.14)(b) 1.90 1.76 0.00 0.00 (.53)
Year ended 7/31/95 ......... 11.08 (.09) 1.50 1.41 0.00 0.00 (2.11)(e)
Class B
Year ended 7/31/99 ......... $11.20 $(.15)(b) $ .68 $ .53 $0.00 $0.00 $(1.16)
Year ended 7/31/98 ......... 12.03 (.18)(b) .34 .16 0.00 0.00 (.99)
Year ended 7/31/97 ......... 11.03 (.21)(b) 2.77 2.56 0.00 0.00 (1.56)
Year ended 7/31/96 ......... 9.95 (.20)(b) 1.81 1.61 0.00 0.00 (.53)
Year ended 7/31/95 ......... 10.78 (.12) 1.40 1.28 0.00 0.00 (2.11)(e)
Class C
Year ended 7/31/99 ......... $11.22 $(.16)(b) $ .69 $ .53 $0.00 $0.00 $(1.16)
Year ended 7/31/98 ......... 12.05 (.19)(b) .35 .16 0.00 0.00 (.99)
Year ended 7/31/97 ......... 11.05 (.22)(b) 2.78 2.56 0.00 0.00 (1.56)
Year ended 7/31/96 ......... 9.96 (.20)(b) 1.82 1.62 0.00 0.00 (.53)
Year ended 7/31/95 ......... 10.79 (.17) 1.45 1.28 0.00 0.00 (2.11)(e)

Alliance International Fund
Class A
Year ended 6/30/99 ......... $18.55 $(.04)(b)(c) $(.75) $(.79) $0.00 $(.48) $(1.04)
Year ended 6/30/98 ......... 18.69 (.01)(b)(c) 1.13 1.12 0.00 (.05) (1.21)
Year ended 6/30/97 ......... 18.32 .06(b) 1.51 1.57 (.12) 0.00 (1.08)
Year ended 6/30/96 ......... 16.81 .05(b) 2.51 2.56 0.00 0.00 (1.05)
Year ended 6/30/95 ......... 18.38 .04 .01 .05 0.00 0.00 (1.62)
Class B
Year ended 6/30/99 ......... $17.41 $(.16)(b)(c) $(.68) $(.84) $0.00 $(.34) $(1.04)
Year ended 6/30/98 ......... 17.71 (.16)(b)(c) 1.07 .91 0.00 0.00 (1.21)
Year ended 6/30/97 ......... 17.45 (.09)(b) 1.43 1.34 0.00 0.00 (1.08)
Year ended 6/30/96 ......... 16.19 (.07)(b) 2.38 2.31 0.00 0.00 (1.05)
Year ended 6/30/95 ......... 17.90 (.01) (.08) (.09) 0.00 0.00 (1.62)
Class C
Year ended 6/30/99 ......... $17.42 $(.16)(b)(c) $(.69) $(.85) $0.00 $(.34) $(1.04)
Year ended 6/30/98 ......... 17.73 (.15)(b)(c) 1.05 .90 0.00 0.00 (1.21)
Year ended 6/30/97 ......... 17.46 (.09)(b) 1.44 1.35 0.00 0.00 (1.08)
Year ended 6/30/96 ......... 16.20 (.07)(b) 2.38 2.31 0.00 0.00 (1.05)
Year ended 6/30/95 ......... 17.91 (.14) .05 (.09) 0.00 0.00 (1.62)
</TABLE>

Please refer to the footnotes on page 68.

64
<PAGE>

<TABLE>
<CAPTION>
Less
Distributions Ratios/Supplemental Data
------------- -----------------------------------------------------------
Total Net Asset Ratio of Ratio of Net
Dividends Value, Net Assets, Expenses Income (Loss)
and End of Total End of Period to Average to Average Portfolio
Fiscal Year or Period Distributions Period Return (a) (000's omitted) Net Assets Net Assets Turnover Rate
--------------------- ------------- ------ ---------- --------------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Alliance Worldwide
Privatization Fund
Class A
Year ended 6/30/99 ......... $(1.76) $11.84 9.86% $340,194 1.92%(f) (.01)% 58%
Year ended 6/30/98 ......... (1.54) 12.67 9.11 467,960 1.73 .80 53
Year ended 6/30/97 ......... (1.57) 13.26 25.16 561,793 1.72 1.27 48
Year ended 6/30/96 ......... 0.00 12.13 19.16 672,732 1.87 .95 28
Year ended 6/30/95 ......... 0.00 10.18 4.41 13,535 2.56 .66 36
Class B
Year ended 6/30/99 ......... $(1.68) $11.50 8.91% $117,420 2.63%(f) (1.43)% 58%
Year ended 6/30/98 ......... (1.51) 12.37 8.34 156,348 2.45 .20 53
Year ended 6/30/97 ......... (1.50) 13.04 24.34 121,173 2.43 .66 48
Year ended 6/30/96 ......... 0.00 11.96 18.42 83,050 2.83 (.20) 28
Year ended 6/30/95 ......... 0.00 10.10 3.70 79,359 3.27 .01 36
Class C
Year ended 6/30/99 ......... $(1.68) $11.50 8.91% $ 20,397 2.63%(f) (1.44)% 58%
Year ended 6/30/98 ......... (1.51) 12.37 8.34 26,635 2.44 .38 53
Year ended 6/30/97 ......... (1.50) 13.04 24.33 12,929 2.42 1.06 48
Year ended 6/30/96 ......... 0.00 11.96 18.42 2,383 2.57 .63 28
2/8/95++ to 6/30/95 ........ 0.00 10.10 5.98 338 1.03* 1.04* 36

Alliance International
Premier Growth
Class A
Year ended 11/30/99 ........ $0.00 $13.22 37.28% $ 12,851 2.51%(d)(f) (1.34)% 107%
3/3/98+ to 11/30/98 ........ 0.00 9.63 (3.70) 7,255 2.50*(d) (.90)% 151
Class B
Year ended 11/30/99 ........ $0.00 $13.05 36.22% $ 28,678 3.21%(d)(f) (2.07)% 107%
3/3/98+ to 11/30/98 ........ 0.00 9.58 (4.20) 11,710 3.20*(d) (1.41)* 151
Class C
Year ended 11/30/99 ........ $0.00 $13.05 36.36% $ 9,235 3.21%(d)(f) (2.06)% 107%
3/3/98+ to 11/30/98 ........ 0.00 9.57 (4.30) 3,120 3.20*(d) (1.69)* 151

Alliance Global
Small Cap Fund
Class A
Year ended 7/31/99 ......... $(1.16) $11.66 7.51% $ 77,164 2.37%(f) (.79)% 120%
Year ended 7/31/98 ......... (.99) 12.14 2.49 82,843 2.16(f) (.88) 113
Year ended 7/31/97 ......... (1.56) 12.87 26.47 85,217 2.41(f) (1.25) 129
Year ended 7/31/96 ......... (.53) 11.61 17.46 68,623 2.51 (1.22) 139
Year ended 7/31/95 ......... (2.11) 10.38 16.62 60,057 2.54(d) (1.17) 128
Class B
Year ended 7/31/99 ......... $(1.16) $10.57 6.74% $ 30,205 3.14%(f) (1.59)% 120%
Year ended 7/31/98 ......... (.99) 11.20 1.80 38,827 2.88(f) (1.58) 113
Year ended 7/31/97 ......... (1.56) 12.03 25.42 31,946 3.11(f) (1.92) 129
Year ended 7/31/96 ......... (.53) 11.03 16.69 14,247 3.21 (1.88) 139
Year ended 7/31/95 ......... (2.11) 9.95 15.77 5,164 3.20(d) (1.92) 128
Class C
Year ended 7/31/99 ......... $(1.16) $10.59 6.72% $ 7,058 3.15%(f) (1.61)% 120%
Year ended 7/31/98 ......... (.99) 11.22 1.79 9,471 2.88(f) (1.59) 113
Year ended 7/31/97 ......... (1.56) 12.05 25.37 8,718 3.10(f) (1.93) 129
Year ended 7/31/96 ......... (.53) 11.05 16.77 4,119 3.19 (1.85) 139
Year ended 7/31/95 ......... (2.11) 9.96 15.75 1,407 3.25(d) (2.10) 128

Alliance International Fund
Class A
Year ended 6/30/99 ......... $(1.52) $16.24 (3.95)% $ 78,303 1.80%(d)(f) (.25)%(c) 178%
Year ended 6/30/98 ......... (1.26) 18.55 6.79 131,565 1.65(d) (.05)(c) 121
Year ended 6/30/97 ......... (1.20) 18.69 9.30 190,173 1.74(f) .31 94
Year ended 6/30/96 ......... (1.05) 18.32 15.83 196,261 1.72 .31 78
Year ended 6/30/95 ......... (1.62) 16.81 .59 165,584 1.73 .26 119
Class B
Year ended 6/30/99 ......... $(1.38) $15.19 (4.56)% $ 55,724 2.61%(d)(f) (1.02)%(c) 178%
Year ended 6/30/98 ......... (1.21) 17.41 5.92 71,370 2.49(d) (.90)(c) 121
Year ended 6/30/97 ......... (1.08) 17.71 8.37 77,725 2.58(f) (.51) 94
Year ended 6/30/96 ......... (1.05) 17.45 14.87 72,470 2.55 (.46) 78
Year ended 6/30/95 ......... (1.62) 16.19 (.22) 48,998 2.57 (.62) 119
Class C
Year ended 6/30/99 ......... $(1.38) $15.19 (4.62)% $ 16,876 2.61%(d)(f) (1.02)%(c) 178%
Year ended 6/30/98 ......... (1.21) 17.42 5.85 20,428 2.48(d) (.90)(c) 121
Year ended 6/30/97 ......... (1.08) 17.73 8.42 23,268 2.56(f) (.51) 94
Year ended 6/30/96 ......... (1.05) 17.46 14.85 26,965 2.53 (.47) 78
Year ended 6/30/95 ......... (1.62) 16.20 (.22) 19,395 2.54 (.88) 119
</TABLE>

65
<PAGE>

Alliance All-Asia
Investment Fund
Class A
Year ended 10/31/99 ..... $ 5.86 $(.10)(b)(c) $4.70 $4.60 $0.00 $0.00 $0.00
Year ended 10/31/98 ..... 7.54 (.10)(b)(c) (1.58) (1.68) 0.00 0.00 0.00
Year ended 10/31/97 ..... 11.04 (.21)(b)(c) (2.95) (3.16) 0.00 0.00 (.34)
Year ended 10/31/96 ..... 10.45 (.21)(b)(c) .88 .67 0.00 0.00 (.08)
11/28/94+ to 10/31/95 ... 10.00 (.19)(c)(b) .64 .45 0.00 0.00 0.00
Class B
Year ended 10/31/99 ..... $ 5.71 $(.18)(b)(c) $4.56 $4.38 $0.00 $0.00 $0.00
Year ended 10/31/98 ..... 7.39 (.14)(b)(c) (1.54) (1.68) 0.00 0.00 0.00
Year ended 10/31/97 ..... 10.90 (.28)(b)(c) (2.89) (3.17) 0.00 0.00 (.34)
Year ended 10/31/96 ..... 10.41 (.28)(b)(c) .85 .57 0.00 0.00 (.08)
11/28/94+ to 10/31/95 ... 10.00 (.25)(b)(c) .66 .41 0.00 0.00 0.00
Class C
Year ended 10/31/99 ..... $ 5.72 $(.18)(b)(c) $4.58 $4.40 $0.00 $0.00 $0.00
Year ended 10/31/98 ..... 7.40 (.14)(b)(c) (1.54) (1.68) 0.00 0.00 0.00
Year ended 10/31/97 ..... 10.91 (.27)(b)(c) (2.90) (3.17) 0.00 0.00 (.34)
Year ended 10/31/96 ..... 10.41 (.28)(b)(c) .86 .58 0.00 0.00 (.08)
11/28/94+ to 10/31/95 ... 10.00 (.35)(b)(c) .76 .41 0.00 0.00 0.00
</TABLE>

- --------------------------------------------------------------------------------
Please refer to the footnotes on page 68.

66
<PAGE>

Alliance All-Asia
Investment Fund
Class A
Year ended 10/31/99 ..... $0.00 $10.46 78.50% $40,040 2.45%(d)(f) (1.20)% 119%
Year ended 10/31/98 ..... 0.00 5.86 (22.28) 3,778 3.74(d)(f) (1.50) 93
Year ended 10/31/97 ..... (.34) 7.54 (29.61) 5,916 3.45(d) (1.97) 70
Year ended 10/31/96 ..... (.08) 11.04 6.43 12,284 3.37(d) (1.75) 66
11/28/94+ to 10/31/95 ... 0.00 10.45 4.50 2,870 4.42*(d) (1.87)* 90
Class B
Year ended 10/31/99 ..... $0.00 $10.09 76.71% $38,108 3.48%(d)(f) (2.31)% 119%
Year ended 10/31/98 ..... 0.00 5.71 (22.73) 8,844 4.49(d)(f) (2.22) 93
Year ended 10/31/97 ..... (.34) 7.39 (30.09) 11,439 4.15(d) (2.67) 70
Year ended 10/31/96 ..... (.08) 10.90 5.49 23,784 4.07(d) (2.44) 66
11/28/94+ to 10/31/95 ... 0.00 10.41 4.10 5,170 5.20*(d) (2.64)* 90
Class C
Year ended 10/31/99 ..... $0.00 $10.12 76.92% $10,060 3.41%(d)(f) (2.21)% 119%
Year ended 10/31/98 ..... 0.00 5.72 (22.70) 1,717 4.48(d)(f) (2.20) 93
Year ended 10/31/97 ..... (.34) 7.40 (30.06) 1,859 4.15(d) (2.66) 70
Year ended 10/31/96 ..... (.08) 10.91 5.59 4,228 4.07(d) (2.42) 66
11/28/94+ to 10/31/95 ... 0.00 10.41 4.10 597 5.84*(d) (3.41)* 90
</TABLE>

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

67
<PAGE>

+ Commencement of operations.
++ Commencement of distribution.
* Annualized.
(a) 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 the net asset value during the period, and
a 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 returns calculated for periods
of less than one year are not annualized.
(b) Based on average shares outstanding.
(c) Net of fee waiver and expense reimbursement.
(d) Net of expenses assumed and/or waived/reimbursed. If the following Funds
had borne all expenses in their most recent five fiscal years, their
expense ratios, without giving effect to the expense offset arrangement
described in (f) below, would have been as follows:

<TABLE>
<CAPTION>
1995 1996 1997 1998 1999
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Alliance All-Asia Investment Fund
Class A 10.57%* 3.61% 3.57% 4.63% 2.93%
Class B 11.32%* 4.33% 4.27% 5.39% 3.96%
Class C 11.38%* 4.30% 4.27% 5.42% 3.89%

Alliance Real Estate
Investment Fund
Class A -- -- 1.79%* -- --
Class B -- -- 2.45%* -- --
Class C -- -- 2.45%* -- --

Alliance Global Small Cap Fund
Class A 2.61% -- -- -- --
Class B 3.27% -- -- -- --
Class C 3.31% -- -- -- --

Alliance Utility Income Fund
Class A 4.86% 3.38% 3.55% 2.48% 1.73%
Class B 5.34% 4.08% 4.28% 3.21% 2.44%
Class C 5.99% 4.07% 4.28% 3.22% 2.44%

Alliance International Fund
Class A -- -- -- 1.80% 1.91%
Class B -- -- -- 2.64% 2.74%
Class C -- -- -- 2.63% 2.75%

Alliance Greater China '97 Fund
Class A -- -- -- 18.27%* 19.68%
Class B -- -- -- 19.18%* 20.22%
Class C -- -- -- 19.37%* 20.41%

Alliance International Premier Growth Fund
Class A -- -- -- 5.19%* 3.26%
Class B -- -- -- 6.14%* 3.93%
Class C -- -- -- 6.00%* 3.92%
</TABLE>

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

For the expense ratios of the Funds in years prior to fiscal year 1995, assuming
the Funds had borne all expenses, please see the Financial Statements in each
Fund's Statement of Additional Information.
(e) "Distributions from Net Realized Gains" includes a return of capital of
$(.12).
(f) Amounts do not reflect the impact of expense offset arrangements with the
transfer agent. Taking into account such expense offset arrangements, the
ratio of expenses to average net assets, assuming the assumption and/or
waiver/reimbursement of expenses described in (d) above, would have been
as follows:

Alliance Balanced
Shares 1997 1998 1999
Class A 1.46% 1.29% 1.21%
Class B 2.24% 2.05% 1.96%
Class C 2.22% 2.04% 1.94%

Alliance Real Estate
Investment Fund 1997 1998 1999
Class A 1.77% --
Class B 2.43% --
Class C 2.42% --

Alliance Growth Fund 1997 1998 1999
Class A 1.25% 1.21% --
Class B 1.95% 1.93% --
Class C 1.95% 1.92% --

Alliance International
Fund 1997 1998 1999
Class A 1.73% -- 1.78%
Class B 2.58% -- 2.59%
Class C 2.56% -- 2.59%

Alliance Global
Small Cap Fund 1997 1998 1999
Class A 2.38% 2.14% 2.33%
Class B 3.08% 2.86% 3.11%
Class C 3.08% 2.85% 3.12%

Alliance Technology
Fund 1997 1998 1999
Class A 1.66% 1.65% 1.66%
Class B 2.36% 2.38% 2.38%
Class C 2.37% 2.38% 2.40%

Alliance Worldwide
Privatization Fund 1997 1998 1999
Class A -- -- 1.91%
Class B -- -- 2.62%
Class C -- -- 2.61%

Alliance Greater
China '97 Fund 1997 1998 1999
Class A -- 2.50%* 2.50%
Class B -- 3.20%* 3.20%
Class C -- 3.20%* 3.20%

Alliance New Europe
Fund 1997 1998 1999
Class A 2.04% 1.84% 1.78%
Class B 2.74% 2.54% 2.49%
Class C 2.73% 2.54% 2.49%

Alliance Growth and
Income Fund 1997 1998 1999
Class A .91% .92% --
Class B 1.71% 1.71% --
Class C 1.70% 1.71% --

Alliance Quasar Fund 1997 1998 1999
Class A -- 1.60% 1.68%
Class B -- 2.38% 2.45%
Class C -- 2.37% 2.44%

Alliance Premier
Growth Fund 1997 1998 1999
Class A -- 1.58% --
Class B -- 2.27% --
Class C -- 2.27% --

Alliance All-Asia 1997 1998 1999
Class A -- 3.70% 2.43%
Class B -- 4.44% 3.46%
Class C -- 4.44% 3.39%

Alliance International
Premier Growth 1997 1998 1999
Class A -- -- 2.50%
Class B -- -- 3.20%
Class C -- -- 3.20%

(g) Distributions from net investment income for the years ended 1999 and 1997
include a tax return of capital of $.02 and $.08 for Class A shares, $.02
and $.09 for Class B shares and $.02 and $.08 for Class C shares,
respectively.

68
<PAGE>

- --------------------------------------------------------------------------------
APPENDIX A
- --------------------------------------------------------------------------------

The following is additional information about the United Kingdom, Japan and
Greater China countries.

Investment in United Kingdom Issuers. Investment in securities of United Kingdom
issuers involves certain considerations not present with investment in
securities of U.S. issuers. As with any investment not denominated in the U.S.
Dollar, the U.S. dollar value of the Fund's investment denominated in the
British pound sterling will fluctuate with pound sterling-dollar exchange rate
movements. Between 1972, when the pound sterling was allowed to float against
other currencies, and the end of 1992, the pound sterling generally depreciated
against most major currencies, including the U.S. Dollar. Between September and
December 1992, after the United Kingdom's exit from the Exchange Rate Mechanism
of the European Monetary System, the value of the pound sterling fell by almost
20% against the U.S. Dollar. The pound sterling has since recovered due to
interest rate cuts throughout Europe and an upturn in the economy of the United
Kingdom. The average exchange rate of the U.S. Dollar to the pound sterling was
1.50 in 1993 and 1.62 in 1999. On January 17, 2000 the U.S. Dollar-pound
sterling exchange rate was 1.63.

The United Kingdom's largest stock exchange is the London Stock Exchange, which
is the third largest exchange in the world. As measured by the FT-SE 100 index,
the performance of the 100 largest companies in the United Kingdom reached
6,930.2 at the end of 1999, up approximately 18% from the end of 1998. The FT-SE
100 index closed at 6669.50 on January 17, 2000.

The Economic and Monetary Union ("EMU") became effective on January 1, 1999.
When fully implemented in 2002, the EMU will establish a common currency for
European countries that meet the eligibility criteria and choose to participate.
Although the United Kingdom meets the eligibility criteria, the government has
not taken any action to join the EMU.

From 1979 until 1997 the Conservative Party controlled Parliament. In the May 1,
1997 general elections, however, the Labour Party, led by Tony Blair, won a
majority in Parliament, gaining 418 of 659 seats in the House of Commons. Mr.
Blair, who was appointed Prime Minister, has launched a number of reform
initiatives, including an overhaul of the monetary policy framework intended to
protect monetary policy from political forces by vesting responsibility for
setting interest rates in a new Monetary Policy Committee headed by the Governor
of the Bank of England, as opposed to the Treasury. Prime Minister Blair has
also undertaken a comprehensive restructuring of the regulation of the financial
services industry. For further information regarding the United Kingdom, see the
SAI of New Europe Fund.

Investment in Japanese Issuers. Investment in securities of Japanese issuers
involves certain considerations not present with investment in securities of
U.S. issuers. As with any investment not denominated in the U.S. Dollar, the
U.S. dollar value of each Fund's investments denominated in the Japanese yen
will fluctuate with yen-dollar exchange rate movements. Between 1985 and 1995,
the Japanese yen generally appreciated against the U.S. Dollar. Thereafter, the
Japanese yen generally depreciated against the U.S. Dollar until mid-1998, when
it began to appreciate. In September 1999 the Japanese yen reached a 43-month
high against the U.S. Dollar, precipitating a series of interventions by the
Japanese government in the currency market, which have succeeded in slowing
the appreciation of the Japanese yen against the U.S. Dollar.

Japan's largest stock exchange is the Tokyo Stock Exchange, the First Section of
which is reserved for larger, established companies. As measured by the TOPIX, a
capitalization-weighted composite index of all common stocks listed in the First
Section, the performance of the First Section reached a peak in 1989.
Thereafter, the TOPIX declined approximately 50% through the end of 1997. On
December 31, 1999 the TOPIX closed at 1722.20, up approximately 58% from the
end of 1998. On January 17, 2000 the TOPIX closed at 1681.97, down
approximately 2% from the end of 1999.

Since the early 1980s, Japan has consistently recorded large current account
trade surpluses with the U.S. that have caused difficulties in the relations
between the two countries. On October 1, 1994, the U.S. and Japan reached an
agreement that was expected to more open Japanese markets with respect to trade
in certain goods and services. Since then, the two countries have agreed in
principle to increase Japanese imports of American automobiles and automotive
parts, as well as other goods and services. Nevertheless, the surpluses have
persisted and it is expected that continuing the friction between the U.S. and
Japan with respect to trade issues will continue for the foreseeable future.

Each Fund's investments in Japanese issuers will be subject to uncertainty
resulting from the instability of recent Japanese ruling coalitions. From 1955
to 1993, Japan's government was controlled by a single political party. Between
August 1993 and October 1996, Japan was ruled by a series of four coalition
governments. As the result of a general election on October 20, 1996, however,
Japan returned to a single-party government led by Ryutaro Hashimoto, a member
of the Liberal Democratic Party ("LDP"). While the LDP does not control a
majority of the seats in the parliament, subsequent to the 1996 elections it
established a majority in the House of Representatives as individual members
joined the ruling party. The popularity of the LDP declined, however, due to the
dissatisfaction with Mr. Hashimoto's leadership. In the July 1998 House of
Councillors election, the LDP's representation fell to 103 seats from 120 seats.
As a result of the LDP's defeat, Mr. Hashimoto resigned as prime minister and
leader of the LDP. Mr. Hashimoto was replaced by Keizo Obuchi. On January 14,
1999, the LDP formed a coalition government with a major opposition party. As a
result, Mr. Obuchi's administration strengthened its position in the parliament,
where it increased its majority in the House of Representatives and reduced its
shortfall in the House of

69
<PAGE>

Councillors. The LDP formed a new three-party coalition government on October
5, 1999 that has further strengthened the position of Mr. Obuchi's
administration in the parliament. For the past several years, Japan's banking
industry has been weakened by a significant amount of problem loans. Japan's
banks also have had significant exposure to the recent financial turmoil in
other Asian markets. Following the insolvency of one of Japan's largest banks
in November 1997, the government proposed several plans designed to strengthen
the weakened banking sector. In October 1998, the Japanese parliament approved
several new laws that made $508 billion in public funds available to increase
the capital of Japanese banks, to guarantee depositors' accounts and to
nationalize the weakest banks. It is unclear whether these laws will achieve
their intended effect. For further information regarding Japan, see the SAIs
of Alliance International Fund and Alliance All-Asia Investment Fund.

Investment in Greater China Issuers. China, in particular, but Hong Kong and
Taiwan, as well, in significant measure because of their existing and increasing
economic, and now in the case of Hong Kong, direct political ties with China,
may be subject to a greater degree of economic, political and social instability
than is the case in the United States.

China's economy is very much in transition. While the government still controls
production and pricing in major economic sectors, significant steps have been
taken toward capitalism and China's economy has become increasingly market
oriented. China's strong economic growth and ability to attract significant
foreign investment in recent years stem from the economic liberalization
initiated by Deng Xiaoping, who assumed power in the late 1970s. The economic
growth, however, has not been smooth and has been marked by extremes in many
respects of inordinate growth, which has not been tightly controlled, followed
by rigid measures of austerity.

The rapidity and erratic nature of the growth have resulted in inefficiencies
and dislocations, including at times high rates of inflation.

China's economic development has occurred notwithstanding the continuation of
the power of China's Communist Party and China's authoritarian government
control, not only of centrally planned economic decisions, but of many aspects
of the social structure. While a significant portion of China's population has
benefited from China's economic growth, the conditions of many leave much room
for improvement. Notwithstanding restrictions on freedom of expression and the
absence of a free press, and notwithstanding the extreme manner in which past
unrest has been dealt with, the 1989 Tianamen Square uprising being a recent
reminder, the potential for renewed popular unrest associated with demands for
improved social, political and economic conditions cannot be dismissed.

Following the death of Deng Xiaoping in February 1997, Jiang Zemin became the
leader of China's Communist Party. The transfer of political power has
progressed smoothly and Jiang's popularity and credibility have gradually
increased. Jiang continues to consolidate his power, but as of yet does not
appear to have the same degree of control as did Deng Xiaoping. Jiang has
continued the market-oriented policies of Deng. Currently, China's major
economic challenge centers on reforming or eliminating inefficient state-owned
enterprises without creating an unacceptable level of unemployment. Recent
capitalistic policies have in many respects effectively outdated the Communist
Party and the governmental structure, but both remain entrenched. The Communist
Party still controls access to governmental positions and closely monitors
governmental action.

In addition to the economic impact of China's internal political uncertainties,
the potential effect of China's actions, not only on China Itself, but on Hong
Kong and Taiwan as well, could also be significant.

China is heavily dependent on foreign trade, particularly with Japan, the U.S.,
South Korea and Taiwan, as well as trade with Hong Kong. Political developments
adverse to its trading partners, as well as political and social repression,
could cause the U.S. and others to alter their trading policy towards China. In
November 1999, however, China and the U.S. signed an agreement that is expected
to facilitate China's entry into the World Trade Organization,and to provide it
with permanent normal trade relations (formerly known as most favored nation
status) with the U.S., which is currently subject to annual review. The
agreement is subject to the approval of the legislatures of both countries.
With much of China's trading activity being funneled through Hong Kong and with
trade through Taiwan becoming increasingly significant, any sizable reduction in
demand for goods from China would have negative implications for both
countries. China is believed to be the largest investor in Hong Kong and its
markets and an economic downturn in China would be expected to reverberate
through Hong Kong's markets as well.

The securities markets of China and to a lesser extent Taiwan, are relatively
small, with the majority of market capitalization and trading volume
concentrated in a limited number of companies representing a small number of
industries. Consequently, Alliance Greater China '97 Fund may experience greater
price volatility and significantly lower liquidity than a portfolio invested
solely in equity securities of U.S. companies.

70
<PAGE>

These markets may be subject to greater influence by adverse events generally
affecting the market, and by large investors trading significant blocks of
securities, than is usual in the U.S. Securities settlements may in some
instances be subject to delays and related administrative uncertainties.

Foreign investment in the securities markets of China and Taiwan is restricted
or controlled to varying degrees. These restrictions or controls, which apply to
the Alliance Greater China '97 Fund, may at times limit or preclude investment
in certain securities and may increase the cost and expenses of the Fund. China
and Taiwan require governmental approval prior to investments by foreign persons
or limit investment by foreign persons to only a specified percentage of an
issuer's outstanding securities or a specific class of securities which may have
less advantageous terms (including price) than securities of the company
available for purchase by nationals. In addition, the repatriation of investment
income, capital or the proceeds of sales of securities from China and Taiwan is
controlled under regulations, including in some cases the need for certain
advance government notification or authority, and if a deterioration occurs in a
country's balance of payments, the country could impose restrictions on foreign
capital remittances.

Alliance Greater China '97 Fund could be adversely affected by delays in, or a
refusal to grant, any required governmental approval for repatriation, as well
as by the application to it of other restrictions on investment. The liquidity
of the Fund's investments in any country in which any of these factors exists
could be affected by any such factor or factors on the Fund's investments. The
limited liquidity in certain Greater China markets is a factor to be taken into
account in the Fund's valuation of portfolio securities in this category and may
affect the Fund's ability to dispose of securities in order to meet redemption
requests at the price and time it wishes to do so. It is also anticipated that
transaction costs, including brokerage commissions for transactions both on and
off the securities exchanges in Greater China countries, will be higher than in
the U.S.

Issuers of securities in Greater China countries are generally not subject to
the same degree of regulation as are U.S. issuers with respect to such matters
as timely disclosure of information, insider trading rules, restrictions on
market manipulation and shareholder proxy requirements. Reporting, accounting
and auditing standards of Greater China countries may differ, in some cases
significantly, from U.S. standards in important respects, and less information
may be available to investors in securities of Greater China country issuers
than to investors in securities of U.S. issuers.

Investment in Greater China companies that are in the initial stages of their
development involves greater risk than is customarily associated with securities
of more established companies. The securities of such companies may have
relatively limited marketability and may be subject to more abrupt or erratic
market movements than securities of established companies or broad market
indices.

71
<PAGE>

For more information about the Funds, the following documents are available upon
request:

o Annual/Semi-Annual Reports to Shareholders

The Funds' annual and semi-annual reports to shareholders contain additional
information on the Funds' investments. In the annual report, you will find a
discussion of the market conditions and investment strategies that significantly
affected a Fund's performance during its last fiscal year.

o Statement of Additional Information (SAI)

Each Fund has an SAI, which contains more detailed information about the Fund,
including its operations and investment policies. The Funds' SAIs are
incorporated by reference into (and are legally part of) this prospectus.

You may request a free copy of the current annual/semi-annual report or the SAI,
or make inquiries concerning the Funds, by contacting your broker or other
financial intermediary, or by contacting Alliance:

By Mail: c/o Alliance Fund Services, Inc.
P.O. Box 1520
Secaucus, NJ 07096-1520

By Phone: For Information: (800) 221-5672
For Literature: (800) 227-4618

Or you may view or obtain these documents from the Commission:

o Call the Commission at 1-202-942-8090 for information on the operation of
the Public Reference Room.

o Reports and other information about the Fund are available on the EDGAR
Database on the Commission's Internet site at http://www.sec.gov

o Copies of the information may be obtained, after paying a duplicating fee,
by electronic request at [email protected], or by writing the
Commission's Public Reference Section, Wash. DC 20549-0102

On the Internet: www.sec.gov

You also may find more information about Alliance and the Funds on the Internet
at: www.Alliancecapital.com

Fund SEC File No.
- --------------------------------------------------------------------------------
Alliance Premier Growth Fund 811-06730
Alliance Health Care Fund 811-09329
Alliance Growth Fund 811-05088
Alliance Technology Fund 811-03131
Alliance Quasar Fund 811-01716
The Alliance Fund 811-00204
Alliance Growth & Income 811-00126
Alliance Balanced Shares 811-00134
Alliance Utility Income Fund 811-07916
Alliance Real Estate Investment Fund 811-07707
Alliance New Europe Fund 811-06028
Alliance Worldwide Privatization Fund 811-08426
Alliance International Premier Growth Fund 811-08527
Alliance Global Small Cap Fund 811-01415
Alliance International Fund 811-03130
Alliance Greater China '97 Fund 811-08201
Alliance All-Asia Investment Fund 811-08776

- ----------------------------
Alliance Stock Funds
Subscription Application
- ----------------------------

The Alliance Fund
Growth Fund
Health Care Fund
Premier Growth Fund
Technology Fund
Quasar Fund
International Fund
International Premier Growth Fund
Worldwide Privatization Fund
New Europe Fund
All-Asia Investment Fund
Alliance Greater China `97 Fund
Global Small Cap Fund
Global Environment Fund
Balanced Shares
Utility Income Fund
Growth & Income Fund
Real Estate Investment Fund

To Open Your New Alliance Account...
Please complete the application and mail it to:

Alliance Fund Services, Inc.
P.O. Box 1520
Secaucus, New Jersey 07096-1520

For certified or overnight deliveries, send to:

Alliance Fund Services, Inc.
500 Plaza Drive
Secaucus, New Jersey 07094

Section 1 Your Account Registration (Required)

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

o Individuals, Joint Tenants, Transfer on Death and Gift/Transfer to a
Minor:

o Indicate your name(s) exactly as it appears on your social
security card.

o Transfer on Death:

o Ensure that your state participates

o Trust/Other:

o Indicate the name of the entity exactly as it appeared on the
notice you received from the IRS when your Employer
Identification number was assigned.

Section 2 Your Address (Required)

Complete in full.

o Non-Resident Alien:

o Indicate your permanent country of residence.

Section 3 Your Initial Investment (Required)

For each fund in which you are investing: (1) Write the three digit fund
number in the column titled `Indicate three digit fund number located below'.

(2) Write the dollar amount of your initial purchase in the column titled
`Indicate Dollar Amount'.

(If you are eligible for a reduced sales charge, you must also complete Section
4F). (3) Check off a distribution option for your dividends. (4) Check off a
distribution option for your capital gains. All distributions (dividends and
capital gains) will be reinvested into your fund account unless you direct
otherwise. If you want distributions sent directly to your bank account, then
you must complete Section 4D and attach a preprinted, voided check for that
account. If you want your distributions sent to a third party you must complete
Section 4E.

Section 4 Your Shareholder Options

(Complete only those options you want)

A. Automatic Investment Plans (AIP) - You can make periodic investments into any
of your Alliance Funds in one of three ways. First, by a periodic withdrawal
($25 minimum) directly from your bank account and invested into an Alliance
Fund. Second, you can direct your distributions (dividends and capital gains)
from one Alliance Fund into another Fund. Or third, you can automatically
exchange monthly ($25 minimum) shares of one Alliance Fund for shares of another
Fund. To elect one of these options, complete the appropriate portion of Section
4A & 4D. If more than one dividend direction or monthly exchange is desired,
please call our Literature Center to obtain a Shareholder Account Services
Options Form for completion.

B. Telephone Transactions via EFT - Complete this option if you would like to be
able to transact via telephone between your fund account and your bank account.

C. Systematic Withdrawal Plans (SWP) - Complete this option if you wish to
periodically redeem dollars from one of your fund accounts. Payments can be made
via Electronic Funds Transfer (EFT) to your bank account or by check.

D. Bank Information - If you have elected any options that involve transactions
between your bank account and your fund account or have elected cash
distribution options and would like the payments sent to your bank account,
please tape a preprinted, voided check of the account you wish to use to this
section of the application.

E. Third Party Payment Details - If you have chosen cash distributions and/or a
Systematic Withdrawal Plan and would like the payments sent to a person and/or
address other than those provided in section 1 or 2, complete this option.
Medallion Signature Guarantee is required if your account is not maintained by a
broker dealer.

F. Reduced Charges (Class A only) - Complete if you would like to link fund
accounts that have combined balances that might exceed $100,000 so that future
purchases will receive discounts. Complete if you intend to purchase over
$100,000 within 13 months.

Section 5 Shareholder Authorization

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

If We Can Assist You In Any Way, Please Do Not Hesitate To Call Us At: (800)
221-5672 or (201) 553-3300.

Or Visit Our Website At: www.alliancecapital.com

---------------------------------------
For Literature Call: (800) 227-4618
---------------------------------------
<PAGE>

The Alliance Stock Funds Subscription Application

- --------------------------------------------------------------------------------
1. Your Account Registration (Please Print in Capital Letters and Mark Check
Boxes Where Applicable)
- --------------------------------------------------------------------------------

|_| Individual Account [ |_| Male |_| Female ] - or - |_| Joint Account - or -

|_| Transfer On Death [ |_| Male |_| Female ] - or - Gift/Transfer to a Minor

*For TOD accounts, please check
Individual or Joint Account and attach additional sheet of paper if
necessary

|_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_|
Owner or Custodian (First Name) (MI) (Last Name)

|_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_|
(First Name) Joint Owner*, (MI) (Last Name)
Transfer On Death Beneficiary
or Minor

|_| |_| |_| - |_| |_| - |_| |_| |_| |_|
Social Security Number of Owner or Minor
(required to open account)

If Uniform Gift/Transfer
to Minor Account:
|_| |_| Minor's State of Residence

If Joint Tenants Account: * The Account will be registered "Joint Tenants with
right of Survivorship" unless you indicate otherwise below:

|_| In Common |_| By Entirety |_| Community Property

|_| Trust - or - |_| Corporation - or - |_| Other
-------------------------------

|_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_|
Name of Trustee if applicable (MI) (Last Name)
(First Name)

|_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_|
Name of Trust or Corporation or Other Entity

|_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_|
Name of Trust or Corporation or Other Entity continued

|_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_|
Trust Dated (MM, DD, YYYY) Tax ID Number (required to open account)

|_| Employer ID Number - OR - |_| Social Security
Number

- --------------------------------------------------------------------------------
2. Your Address
- --------------------------------------------------------------------------------

|_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_|
Street Number Street Name

|_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_|
City State Zip code

|_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| - |_| |_| |_| - |_| |_| |_| |_|
If Non-U.S., Specify Country Daytime Phone Number

|_| U.S. Citizen |_| Resident Alien |_| Non-Resident Alien

StockPRO200 |________________________|
e-mail address

1
<PAGE>

- --------------------------------------------------------------------------------
3. Your Initial Investment
- --------------------------------------------------------------------------------

I hereby subscribe for shares of the following Alliance Stock Fund(s) Advisor
Class and elect distribution options as indicated.

- ---------------------------------------
Broker/Dealer Use Only: Wire Confirm #

|_| |_| |_| |_| |_| |_| |_| |_|
- ---------------------------------------

Dividend and Capital Gain Distribution Options:

R Reinvest distributions into my fund account.

C Send my distributions in cash to the address I have provided in Section 2.
(Complete Section 4D for direct deposit to your bank account. Complete
Section 4E for payment to a third party).

D Direct my distributions to another Alliance fund. Complete the appropriate
portion of Section 4A to direct your distributions (dividends and capital
gains) to another Alliance Fund.

- ----------- ------------- ---------------------- ---------------------------
Make all Distribution Options
checks* Indicate three *Check One
payable to: digit Fund Indicate Dollar Amount ---------------------------
Alliance number Dividends Capital Gains
Funds located below R C D R C D
Cash and ------------- ---------------------- ----------- -------------
Money Orders |_| |_| |_| $ |__________________| |R| |C| |D| |R| |C| |D|
not accepted |_| |_| |_| $ |__________________| |R| |C| |D| |R| |C| |D|
|_| |_| |_| $ |__________________| |R| |C| |D| |R| |C| |D|
|_| |_| |_| $ |__________________| |R| |C| |D| |R| |C| |D|

- ----------------------
Total Investment $ |__________________|
- ----------------------

- --------------------------------------------------------------------------------
Alliance Stock Fund Names and Numbers
- --------------------------------------------------------------------------------

------------- -------------- ------------
Contingent
Initial Sales Deferred Sales Asset-Based
Charge Charge Sales Charge
A B C
------------- -------------- ------------
The Alliance Fund 044 043 344
----------------------------------------------------------------------
Growth Fund 031 001 331
----------------------------------------------------------------------
Health Care Fund 108 208 308
----------------------------------------------------------------------
Domestic Premier Growth Fund 078 079 378
----------------------------------------------------------------------
Technology Fund 082 282 382
----------------------------------------------------------------------
Quasar Fund 026 029 326
- --------------------------------------------------------------------------------
International Fund 040 041 340
----------------------------------------------------------------------
International Premier Growth 179 279 379
----------------------------------------------------------------------
Worldwide Privatization Fund 112 212 312
----------------------------------------------------------------------
Global New Europe Fund 062 058 362
----------------------------------------------------------------------
All-Asia Investment Fund 118 218 318
----------------------------------------------------------------------
Alliance Greater China '97
Fund 160 260 360
----------------------------------------------------------------------
Global Small Cap Fund 045 048 345
- --------------------------------------------------------------------------------
Global Environment Fund 181 281 381
- --------------------------------------------------------------------------------
Balanced Shares 096 075 396
----------------------------------------------------------------------
Utility Income Fund 009 209 309
Total ----------------------------------------------------------------------
Return Growth & Income Fund 094 074 394
----------------------------------------------------------------------
Real Estate Investment Fund 110 210 310
- --------------------------------------------------------------------------------

StockPRO200

2
<PAGE>

- --------------------------------------------------------------------------------
4. Your Shareholder Options
- --------------------------------------------------------------------------------

A. Automatic Investment Plans (AIP) -- Periodic Purchases

|_| Withdraw From My Bank Account Via EFT* I authorize Alliance to draw on my
bank account for investment in my Alliance Mutual fund account(s) as
indicated below (Complete Section 4D also for the bank account you wish
to use).

1 - |_| |_| |_| |_| |_| |_| |_| |_| |_| , |_| |_| |_|.00 |_|
Fund Number Beginning Date Amount ($25 minimum) Frequency
(MM,DD)

2 - |_| |_| |_| |_| |_| |_| |_| |_| |_| , |_| |_| |_|.00 |_|
Fund Number Beginning Date Amount ($25 minimum) Frequency
(MM,DD)

3 - |_| |_| |_| |_| |_| |_| |_| |_| |_| , |_| |_| |_|.00 |_|
Fund Number Beginning Date Amount ($25 minimum) Frequency
(MM,DD)

Frequency: M = monthly Q = quarterly A = annually

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

|_| Direct My Distributions As indicated in Section 3, I would like my
dividends and/or capital gains directed to the same class of shares of
another Alliance Fund.

FROM: |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| - |_|
Fund Number Account Number (If existing)

TO: |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| - |_|
Fund Number Account Number (If existing)

|_| Exchange My Shares Monthly I authorize Alliance to transact monthly
exchanges, within the same class of shares, between my fund accounts as
listed below.

FROM: |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| - |_|
Fund Number Account Number (If existing)

|_| |_| , |_| |_| |_|.00 |_| |_|
Amount ($25 minimum) Day of Exchange**

TO: |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| - |_|
Fund Number Account Number (If existing)

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

B. Purchases and Redemptions Via EFT

You can call our toll-free number 1-800-221-5672 and instruct Alliance
Fund Services, Inc. in a recorded conversation to purchase, redeem or
exchange shares for your account. Purchase and redemption requests will be
processed via electronic funds transfer (EFT) to and from your bank
account.

Instructions: o Review the information in the Prospectus about
telephone transaction services.

o If you select the telephone purchase or redemption
privilege, you must write "VOID" across the face
of a check from the bank account you wish to use
and attach it to Section 4D of this application.

|_| Purchases and Redemptions via EFT

I hereby authorize Alliance Fund Services, Inc. to effect the purchase
and/or redemption of Fund shares for my account according to my telephone
instructions or telephone instructions from my Broker/Agent, and to
withdraw money or credit money for such shares via EFT from the bank
account I have selected.

- --------------------------------------------------------------------------------
For shares recently purchased by check or electronic funds transfer
redemption proceeds will not be made available until the Fund is
reasonably assured the check or electronic funds transfer has been
collected, normally 15 calendar days after the purchase date.
- --------------------------------------------------------------------------------

StockPRO200

3
<PAGE>

- --------------------------------------------------------------------------------
4. Your Shareholder Options (CONTINUED)
- --------------------------------------------------------------------------------

C. Systematic Withdrawal Plans (SWP) -- Periodic Redemptions

In order to establish a SWP, you must reinvest all dividends and capital
gains.

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

1 - |_| |_| |_| |_| |_| |_| |_| |_| |_| , |_| |_| |_|.00 |_|
Fund Number Beginning Date Amount ($25 minimum) Frequency
(MM,DD)

2 - |_| |_| |_| |_| |_| |_| |_| |_| |_| , |_| |_| |_|.00 |_|
Fund Number Beginning Date Amount ($25 minimum) Frequency
(MM,DD)

3 - |_| |_| |_| |_| |_| |_| |_| |_| |_| , |_| |_| |_|.00 |_|
Fund Number Beginning Date Amount ($25 minimum) Frequency
(MM,DD)

Frequency: M = monthly Q = quarterly A = annually

Please send my SWP proceeds to:

|_| My Address of Record (via check)

|_| The Payee and address specified in section 4E (via check) (Medallion
Signature Guarantee required)

|_| My checking account-via EFT (complete section 4D) Your bank must be
a member of the National Automated Clearing House Association
(NACHA) in order for you to receive SWP proceeds directly into your
bank account. Otherwise payment will be made by check

D. Bank Information This bank account information will be used for:

|_| Distributions (Section 3)

|_| Automatic Investments (Section 4A)

|_| Telephone Transactions (Section 4B)

|_| Withdrawals (Section 4C)

- --------------------------------------------------------------------------------
Please Tape a Pre-printed Voided Check Here*
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]

* The above services cannot be established without a pre-printed voided
check.

For EFT transactions, the fund requires signatures of bank account owners
exactly as they appear on bank records. If the registration at the bank
differs from that on the Alliance mutual fund, all parties must sign in
Section 5.

|_| |_| |_| |_| |_| |_| |_| |_| |_|
Your Bank's ABA Routing Number

|_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_|
Your Bank Account Number

|_| Checking Account |_| Savings Account

StockPRO200

4
<PAGE>

E. Third Party Payment Details Your signature(s) in Section 5 must be
Medallion Signature Guaranteed if your account is not maintained by a
broker/dealer. This third party payee information will be used for:

|_| Distributions (section 3) |_| Systematic Withdrawals (section 4C)

|_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_|
Name (First Name) (MI) (Last Name)

|_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_|
Street Number Street Name

|_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_| |_|
City State Zip code

F. Reduced Charges (Class A only) If you, your spouse or minor children own
shares in other Alliance funds, you may be eligible for a reduced sales
charge. Please complete the Right to Accumulation section or the Statement
of Intent section.

|_| A. Right of Accumulation

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

________________________ ________________________

________________________ ________________________
Tax ID or Account Number Tax ID or Account Number

________________________

________________________
Tax ID or Account Number

|_| B. Statement of Intent

I want to reduce my sales charge by agreeing to invest the
following amount over a 13-month period:

|_| $100,000 |_| $250,000 |_| $500,000 |_| $1,000,000

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

- --------------------------------------------------------------------------------
Dealer/Agent Authorization - For selected Dealers or Agents ONLY.
- --------------------------------------------------------------------------------

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

____________________________________ ______________________________________
Dealer/Agent Firm Authorized Signature

___________________________ |_| ______________________________________
Representative First Name MI Last Name

____________________________________ ______________________________________
Dealer/Agent Firm Number Representative Number

____________________________________ ______________________________________
Branch Number Branch Telephone Number

______________________________________________________________________________
Branch Office Address

____________________________________ |_| |_| ____________________________
City State Zip Code

StockPRO200

5
<PAGE>

- --------------------------------------------------------------------------------
5. Shareholder Authorization -- This section MUST be completed
- --------------------------------------------------------------------------------

Telephone Exchanges and Redemptions by Check

Unless I have checked one or both boxes below, these privileges will
automatically apply, and by signing this application, I hereby authorize
Alliance Fund Services, Inc. to act on my telephone instructions, or on
telephone instructions from any person representing himself to be an
authorized employee of an investment dealer or agent requesting a
redemption or exchange on my behalf. (NOTE: Telephone exchanges may only
be processed between accounts that have identical registrations.)
Telephone redemption checks will only be mailed to the name and address of
record; and the address must not have changed within the last 30 days. The
maximum telephone redemption amount is $50,000 for redemptions by check.

|_| I do not elect the telephone exchange service

|_| I do not elect the telephone redemption by check service

By selecting any of the above telephone privileges, I agree that neither
the Fund nor Alliance, Alliance Fund Distributors, Inc., Alliance Fund
Services, Inc. or other Fund Agent will be liable for any loss, injury,
damage or expense as a result of acting upon telephone instructions
purporting to be on my behalf, that the Fund reasonably believes to be
genuine, and that neither the Fund nor any such party will be responsible
for the authenticity of such telephone instructions. I understand that any
or all of these privileges may be discontinued by me or the Fund at any
time. I understand and agree that the Fund reserves the right to refuse
any telephone instructions and that my investment dealer or agent reserves
the right to refuse to issue any telephone instructions I may request.

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

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

I certify under penalty of perjury that the number shown in Section 1 of
this form is my correct tax identification number or I am waiting for a
number to be issued to me and that I have not been notified that this
account is subject to backup withholding.

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

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

- --------------------------------------------
Medallion Signature Guarantee required if
completing Section 4E and your mutual
fund is not maintained by a broker dealer

StockPRO200 Alliance Capital [LOGO](R)
The Investment Professional's Choice

<PAGE>

The Alliance
Stock Funds

The Alliance Stock Funds provide a broad selection of investment alternatives to
investors seeking capital growth or high total return.

Advisor Class Prospectus and Application

February 1, 2000

Domestic Stock Funds

o Alliance Premier Growth Fund
o Alliance Health Care Fund
o Alliance Growth Fund
o Alliance Technology Fund
o Alliance Quasar Fund
o The Alliance Fund

Total Return Funds

o Alliance Growth and Income Fund
o Alliance Balanced Shares
o Alliance Utility Income Fund
o Alliance Real Estate
Investment Fund

Global Stock Funds

o Alliance New Europe Fund
o Alliance Worldwide
Privatization Fund
o Alliance International
Premier Growth Fund
o Alliance Global Small Cap Fund
o Alliance International Fund
o Alliance Greater China '97 Fund
o Alliance All-Asia Investment Fund

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

Alliance Capital [LOGO](R)
<PAGE>

Investment Products Offered

- ---------------------------
o Are Not FDIC Insured
o May Lose Value
o Are Not Bank Guaranteed
- ---------------------------

2
<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Page

FEES AND EXPENSES OF THE FUNDS ............................................ 23

GLOSSARY .................................................................. 26

MANAGEMENT OF THE FUNDS ................................................... 49

PURCHASE AND SALE OF SHARES ............................................... 53
How The Funds Value Their Shares .......................................... 53
How To Buy Shares ......................................................... 53
How to Exchange Shares .................................................... 53
How To Sell Shares ........................................................ 54

DIVIDENDS, DISTRIBUTIONS AND TAXES ........................................ 54

CONVERSION FEATURE ........................................................ 55

GENERAL INFORMATION ....................................................... 55

FINANCIAL HIGHLIGHTS ...................................................... 57

APPENDIX A--ADDITIONAL INFORMATION
ABOUT THE UNITED KINGDOM, JAPAN, AND
GREATER CHINA COUNTRIES ................................................... 62
- --------------------------------------------------------------------------------

RISK/RETURN SUMMARY

More detailed descriptions of the Funds, including the risks associated with
investing in the Funds, can be found further back in this Prospectus. Please be
sure to read this additional information BEFORE you invest. Each of the Funds
also may at times use certain types of investment derivatives such as options,
futures, forwards, and swaps. The use of these techniques involves special risks
that are discussed in this Prospectus.

The Summary includes a table for each Fund showing its average annual returns
and a bar chart showing its annual returns. The table and bar chart provide an
indication of the historical risk of an investment in each Fund by showing:

o how the Fund's average annual returns for one, five, and 10 years
(or over the life of the Fund if the Fund is less than 10 years old)
compare to those of a broad based securities market index; and

o changes in the Fund's performance from year to year over 10 years
(or over the life of the Fund if the Fund is less than 10 years
old).

A Fund's past performance, of course, does not necessarily indicate how it will
perform in the future. As with all investments you may lose money by investing
in the Funds.

3
<PAGE>

DOMESTIC STOCK FUNDS

The Domestic Stock Funds offer investors seeking capital appreciation a range of
alternative approaches to investing primarily in U.S. equity markets.

Alliance Premier Growth Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

Normally, the Fund invests in about 40-60 companies, with the 25 most highly
regarded of these companies usually constituting approximately 70% of the Fund's
net assets. During market declines, while adding to positions in favored stocks,
the Fund becomes somewhat more aggressive, gradually reducing the number of
companies represented in its portfolio. Conversely, in rising markets, while
reducing or eliminating fully-valued positions, the Fund becomes somewhat more
conservative, gradually increasing the number of companies represented in its
portfolio. Through this approach, Alliance seeks to gain positive returns in
good markets while providing some measure of protection in poor markets. The
Fund also may invest up to 20% of its net assets in convertible securities.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

PERFORMANCE TABLE
- --------------------------------------------------------------------------------

Since
1 Year Inception*
- --------------------------------------------------------------------------------
Advisor Class 29.42% 38.66%
- --------------------------------------------------------------------------------
Russell 1000 Growth
Index 33.16% 34.19%
- --------------------------------------------------------------------------------

Index returns and average annual total returns are for the periods ended
December 31, 1999. Advisor Class shares inception date is 10/1/96. Since
inception index return is from 10/31/96.

BAR CHART
- --------------------------------------------------------------------------------

The following chart shows the annual returns for the Advisor Class shares since
inception.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a n/a n/a n/a n/a n/a n/a 33.11 49.85 29.42
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 31.15%, 4th quarter, 1998; and Worst Quarter was down
- -12.02%, 3rd quarter, 1998.

4
<PAGE>

Alliance Health Care Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

The Fund's investment objective is capital appreciation and, secondarily,
current income.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

BAR CHART AND PERFORMANCE TABLE:

There is no bar chart or performance table for the Fund because it has not
completed a full calendar year of operations.

5
<PAGE>

Alliance Growth Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

The Fund's investment objective is long-term growth of capital. Current income
is incidental to the Fund's objective.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

PERFORMANCE TABLE
- --------------------------------------------------------------------------------

Since
1 Year Inception*
- --------------------------------------------------------------------------------
Advisor Class 25.96% 28.29%
- --------------------------------------------------------------------------------
S&P 500 Index 21.03% 28.02%
- --------------------------------------------------------------------------------

Index returns and average annual total returns are for the periods ended
December 31, 1999. Advisor Class shares inception date is 10/1/96. Since
inception index return is from 10/31/96.

BAR CHART
- --------------------------------------------------------------------------------

The following chart shows the annual returns for the Advisor Class shares since
inception.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a n/a n/a n/a n/a n/a n/a 27.46 28.55 25.96
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 28.97%, 4th quarter, 1998; and Worst Quarter was down
- -16.20%, 3rd quarter, 1998.

6
<PAGE>

Alliance Technology Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

The Fund's investment objective is growth of capital. Current income is
incidental to the Fund's objective.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

PERFORMANCE TABLE
- --------------------------------------------------------------------------------

Since
1 Year Inception*
- --------------------------------------------------------------------------------
Advisor Class 72.32% 41.79%
- --------------------------------------------------------------------------------
S&P 500 Index 21.03% 28.02%
- --------------------------------------------------------------------------------

Index returns and average annual total returns are for the periods ended
December 31, 1999. Advisor Class shares inception date is 10/1/96. Since
inception index return is from 10/31/96.

BAR CHART
- --------------------------------------------------------------------------------

The following chart shows the annual returns for the Advisor Class shares since
inception.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a n/a n/a n/a n/a n/a n/a 4.84 63.68 72.32
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 44.69%, 4th quarter, 1999; and Worst Quarter was down
- -16.43%, 4th quarter, 1997.

7
<PAGE>

Alliance Quasar Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

The Fund's investment objective is growth of capital by pursuing aggressive
investment policies. Current income is incidental to the Fund's objective.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The Fund generally invests in a widely-diversified portfolio of equity
securities spread among many industries that offer the possibility of
above-average earnings growth. The Fund currently emphasizes investment in small
cap companies. The Fund invests in well-known and established companies and in
new and unseasoned companies. The Fund can invest in the equity securities of
any company and industry and in any type of security with potential for capital
appreciation. When selecting securities, Alliance considers the economic and
political outlook, the values of specific securities relative to other
investments, trends in the determinants of corporate profits, and management
capabilities and practices. The Fund also may invest in non-convertible bonds,
preferred stocks, and foreign securities.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

Index returns and average annual total returns are for the periods ended
December 31, 1999. Advisor Class shares inception date is 10/1/96. Since
Inception index return is from 10/31/96.

BAR CHART
- --------------------------------------------------------------------------------

The following chart shows the annual returns for the Advisor Class shares since
inception.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a n/a n/a n/a n/a n/a n/a 17.48 -4.30 13.25
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 18.58%, 4th quarter, 1999; and Worst Quarter was down
- -28.39%, 3rd quarter, 1998.

8
<PAGE>

The Alliance Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

The Fund's investment objective is long-term growth of capital and income
primarily through investments in common stocks.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

Among the principal risks of investing in the Fund is market risk. Investments
in mid-cap companies may be more volatile than investments in large-cap
companies. To the extent the Fund invests in convertible securities and U.S.
Government securities, your investment may have interest rate or credit risk.
The Fund's investments in foreign securities have currency risk and foreign
risk.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

Index returns and average annual total returns are for the periods ended
December 31, 1999. Advisor Class shares inception date is 10/1/96. Since
inception index return is from 10/31/96.

BAR CHART
- --------------------------------------------------------------------------------

The following chart shows the annual returns for the Advisor Class shares since
inception.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a n/a n/a n/a n/a n/a n/a 36.27 -2.41 33.95
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 26.29%, 4th quarter, 1999; and Worst Quarter was down
- -24.17%, 3rd quarter, 1998.

9
<PAGE>

TOTAL RETURN FUNDS

The Total Return Funds offer investors seeking both growth of capital and
current income a range of investment alternatives.

Alliance Growth and Income Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The Fund invests primarily in dividend-paying common stocks of large,
well-established "blue-chip" companies. The Fund also may invest in fixed-income
and convertible securities and in securities of foreign issuers.

Among the principal risks of investing in the Fund are market risk, interest
rate risk and credit risk. The Fund's investments in foreign securities have
foreign risk and currency risk.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

Index returns and average annual total returns are for the periods ended
December 31, 1999. Advisor Class shares inception date is 10/1/96. Since
inception index return is from 10/31/96.

BAR CHART
- --------------------------------------------------------------------------------

The following chart shows the annual returns for the Advisor Class shares since
inception.

[GRAPHIC OMITTED]

n/a n/a n/a n/a n/a n/a n/a 29.57 21.48 11.33
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 23.28%, 4th quarter, 1998; and Worst Quarter was down
- -13.76%, 3rd quarter, 1998.

10
<PAGE>

Alliance Balanced Shares
- --------------------------------------------------------------------------------

OBJECTIVE:

The Fund's investment objective is high return through a combination of current
income and capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

Index returns and average annual total returns are for the periods ended
December 31, 1999. Advisor Class shares inception date is 10/1/96. Since
inception index return is from 10/31/96.

BAR CHART
- --------------------------------------------------------------------------------

The following chart shows the annual returns for the Advisor Class shares since
inception.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a n/a n/a n/a n/a n/a n/a 27.43 16.03 5.22
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 13.52%, 4th quarter, 1998; and Worst Quarter was down
- -6.36%, 3rd quarter, 1998.

11
<PAGE>

Alliance Utility Income Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

The Fund's investment objective is current income and capital appreciation by
investing primarily in equity and fixed-income securities of companies in the
utilities industry.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

Index returns and average annual total returns are for the periods ended
December 31, 1999. Advisor Class shares inception date is 10/1/96. Since
inception index return is from 10/31/96.

BAR CHART
- --------------------------------------------------------------------------------

The following chart shows the annual returns for the Advisor Class shares since
inception.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a n/a n/a n/a n/a n/a n/a 31.16 24.83 18.41
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 15.63%, 4th quarter, 1997; and Worst Quarter was down
- -3.01%, 1st quarter, 1997.

12
<PAGE>

Alliance Real Estate Investment Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

Index returns and average annual total returns are for the periods ended
December 31, 1999. Advisor Class shares inception date is 10/1/96. Since
inception index return is from 10/31/96.

BAR CHART
- --------------------------------------------------------------------------------

The following chart shows the annual returns for the Advisor Class shares since
inception.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a n/a n/a n/a n/a n/a n/a 23.27 -20.05 -6.39
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 14.51%, 3rd quarter, 1997; and Worst Quarter was down
- -12.33%, 3rd quarter, 1998.

13
<PAGE>

GLOBAL STOCK FUNDS

The Global Stock Funds offer investors seeking long-term capital appreciation a
range of alternative approaches to investing in foreign securities.

Alliance New Europe Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

The Fund's investment objective is long-term capital appreciation through
investments primarily in the equity securities of companies based in Europe.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

Index returns and average annual total returns are for the periods ended
December 31, 1999. Advisor Class shares inception date is 10/1/96. Since
inception index return is from 10/31/96.

BAR CHART
- --------------------------------------------------------------------------------

The following chart shows the annual returns for the Advisor Class shares since
inception.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a n/a n/a n/a n/a n/a n/a 17.08 25.39 26.53
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 24.91%, 4th quarter, 1999; and Worst Quarter was down
- -19.61%, 3rd quarter, 1998.

14
<PAGE>

Alliance Worldwide Privatization Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

The Fund's investment objective is long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

Index returns and average annual total returns are for the periods ended
December 31, 1999. Advisor Class shares inception date is 10/1/96. Since
inception index return is from 10/31/96.

BAR CHART
- --------------------------------------------------------------------------------

The following chart shows the annual returns for the Advisor Class shares since
inception.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a n/a n/a n/a n/a n/a n/a 13.45 9.33 56.62
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 34.27%, 4th quarter, 1999; and Worst Quarter was down
- -17.42%, 3rd quarter, 1998.

15
<PAGE>

Alliance International Premier Growth Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The Fund invests primarily in equity securities of comparatively large,
high-quality, non-U.S. companies. The Fund invests in at least four, and usually
considerably more, countries. Normally, the Fund invests no more than 15% of its
total assets in issuers of any one foreign country, but may invest up to 35% of
its total assets in the United Kingdom and Japan and up to 25% of its total
assets in each of Canada, France, Germany, Italy, The Netherlands and
Switzerland. Unlike more typical international equity funds, the Fund focuses
on a relatively small number of intensively researched companies. Alliance
selects the Fund's investments from a research universe of approximately 900
companies.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

Index returns and average annual total returns are for the periods ended
December 31, 1999. Advisor Class shares inception date is 3/3/98. Since
inception index return is from 3/31/98.

BAR CHART
- --------------------------------------------------------------------------------

The following chart shows the annual return for the Advisor Class shares since
inception.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a n/a n/a n/a n/a n/a n/a n/a n/a 47.51
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 30.50%, 4th quarter, 1999; and Worst Quarter was up 3.38%,
1st quarter, 1999.

16
<PAGE>

Alliance Global Small Cap Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

The Fund's investment objective is long-term growth of capital through
investment in a global portfolio of equity securities of selected companies with
relatively small market capitalizations.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

Index returns and average annual total returns are for the periods ended
December 31, 1999. Advisor Class shares inception date is 10/1/96. Since
inception index return is from 10/31/96.

BAR CHART
- --------------------------------------------------------------------------------

The following chart shows the annual returns for the Advisor Class shares since
inception.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a n/a n/a n/a n/a n/a n/a 8.44 3.81 46.91
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 32.13%, 4th quarter, 1999; and Worst Quarter was down
- -22.96%, 3rd quarter, 1998.

17
<PAGE>

Alliance International Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

Among the principal risks of investing in the Fund are market risk, foreign risk
and currency risk.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

Index returns and average annual total returns are for the periods ended
December 31, 1999. Advisor Class shares inception date is 10/1/96. Since
inception index return is from 10/31/96.

BAR CHART
- --------------------------------------------------------------------------------

The following chart shows the annual returns for the Advisor Class shares since
inception.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a n/a n/a n/a n/a n/a n/a 1.59 9.96 35.12
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 26.08%, 4th quarter, 1999; and Worst Quarter was down
- -17.80%, 3rd quarter, 1998.

18
<PAGE>

Alliance Greater China '97 Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

The Fund's investment objective is long-term capital appreciation through
investment of at least 80% of its total assets in equity securities of Greater
China companies.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

The Fund invests in equity securities of Greater China companies, which are
companies in China, Hong Kong, and Taiwan. Of these countries, the Fund expects
to invest a significant portion of its assets, which may be greater than 50%, in
Hong Kong companies and may invest all of its assets in Hong Kong companies or
companies of either of the other Greater China countries. The Fund also may
invest in convertible securities and equity-linked debt securities issued or
guaranteed by Greater China companies or Greater China Governments, their
agencies, or instrumentalities. As of December 31, 1999 the Fund had
approximately 82% of its assets invested in securities of Hong Kong companies.

Among the principal risks of investing in the Fund are market risk, foreign risk
and currency rate risk. Because it invests in Greater China companies, the
Fund's returns will be significantly more volatile and differ substantially from
U.S. markets generally. Your investment also has the risk that market changes or
other events affecting the Greater China countries, including political
instability and unpredictable economic conditions, may have a more significant
effect on the Fund's net asset value. In addition, the Fund is
"non-diversified," meaning that it invests more of its assets in a smaller
number of companies than many other international funds. As a result, changes in
the value of a single security may have a more significant effect, either
negative or positive, on the Fund's net asset value. The Fund's investments in
debt securities have interest rate and credit risks.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

PERFORMANCE TABLE
- --------------------------------------------------------------------------------
Since
1 Year Inception*
- --------------------------------------------------------------------------------
Advisor Class 83.38% 8.69%
- --------------------------------------------------------------------------------
MSCI China Free Index 9.94% -32.64%
- --------------------------------------------------------------------------------
MSCI Hong Kong Index 59.52% 4.44%
- --------------------------------------------------------------------------------
MSCI Taiwan Index 52.71% -1.11%
- --------------------------------------------------------------------------------

Index returns and average annual total returns are for the periods ended
December 31, 1999. Advisor Class shares inception date is 9/3/97. Since
inception index returns are from 9/30/97.

BAR CHART
- --------------------------------------------------------------------------------

The following chart shows the annual returns for the Advisor Class shares since
inception.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a n/a n/a n/a n/a n/a n/a 1.59 -7.87 83.38
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 49.44%, 4th quarter, 1999; and Worst Quarter was down
- -26.92%, 2nd quarter, 1998.

19
<PAGE>

Alliance All-Asia Investment Fund
- --------------------------------------------------------------------------------

OBJECTIVE:

The Fund's investment objective is long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS:

Among the principal risks of investing in the Fund are market risk, foreign risk
and currency risk. Because it invests in Asian and Pacific region countries and
emerging markets, the Fund's returns will be significantly more volatile and may
differ substantially from the overall U.S. market generally. Your investment has
the risk that market changes or other factors affecting Asian and Pacific region
countries and other emerging markets, including political instability and
unpredictable economic conditions, may have a more significant effect on the
Fund's net asset value. To the extent that the Fund invests a substantial amount
of its assets in Japanese companies, your investment has the risk that market
changes or other events affecting that country may have a more significant
effect on the Fund's net asset value. In addition, the Fund's investments in
debt securities have interest rate and credit risks.

The table and bar chart provide an indication of the historical risk of an
investment in the Fund.

Index returns and average annual total returns are for the periods ended
December 31, 1999. Advisor Class shares inception date is 10/1/96. Since
inception index return is from 10/31/96.

BAR CHART
- --------------------------------------------------------------------------------

The following chart shows the annual returns for the Advisor Class shares since
inception.

[GRAPHIC OMITTED]

[The following table was depicted as a bar chart in the printed material.]

n/a n/a n/a n/a n/a n/a n/a -34.83 -12.15 119.50
- --------------------------------------------------------------------------------
90 91 92 93 94 95 96 97 98 99
Calendar Year End

Best Quarter was up 39.04%, 4th quarter, 1999; and Worst Quarter was down
- -18.65%, 4th quarter, 1997.

20
<PAGE>

SUMMARY OF PRINCIPAL RISKS

MARKET RISK

INDUSTRY/SECTOR RISK

This is the risk of investments in a particular industry or group of related
industries. Market or economic factors affecting that industry could have a
major effect on the value of a Fund's investments. Funds particularly subject to
this risk are Alliance Health Care Fund, Alliance Technology Fund, Alliance
Utility Income Fund, Alliance Real Estate Investment Fund and Alliance Worldwide
Privatization Fund. This risk may be greater for Alliance Technology Fund
because technology stocks, especially those of smaller, less-seasoned companies,
tend to be more volatile than the overall market.

CAPITALIZATION RISK

This is the risk of investments in small- to mid-capitalization companies.
Investments in mid-cap companies may be more volatile than investments in
large-cap companies. Alliance Growth Fund and The Alliance Fund are particularly
subject to this risk. Investments in small-cap companies tend to be more
volatile than investments in large-cap or mid-cap companies. A Fund's
investments in smaller capitalization stocks may have additional risks because
these companies often have limited product lines, markets or financial
resources. Alliance Health Care Fund, Alliance Quasar Fund and Alliance Global
Small Cap Fund are particularly subject to this risk.

INTEREST RATE RISK

CREDIT RISK

This is the risk that the issuer of a security, or the other party to an
over-the-counter transaction, will be unable or unwilling to make timely
payments of interest or principal, or to otherwise honor its obligations. The
degree of risk for a particular security may be reflected in its credit rating.
Credit risk is applicable to Funds that invest in fixed-income securities and is
greater for those Alliance Stock Funds that invest a substantial portion of
their assets in lower-rated securities, such as Alliance Utility Income Fund.

FOREIGN RISK

COUNTRY OR GEOGRAPHIC RISK

21
<PAGE>

Alliance Worldwide Privatization Fund, Alliance International Fund, Alliance
Greater China '97 Fund and Alliance All-Asia Investment Fund.

CURRENCY RISK

MANAGEMENT RISK

FOCUSED PORTFOLIO RISK

ALLOCATION RISK

PRINCIPAL RISKS BY FUND
- --------------------------------------------------------------------------------

The following chart summarizes the principal risks of each Fund. Risks not
marked for a particular Fund may, however, still apply to some extent to that
Fund at various times.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Industry/ Capital- Interest Country or Focused
Market Sector ization Rate Credit Foreign Geographic Currency Manage- Portfolio Allocation
Fund Risk Risk Risk Risk Risk Risk Risk Risk ment Risk Risk Risk
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Alliance Premier
Growth Fund o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Health Care Fund o o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Growth Fund o o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Technology Fund o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Quasar Fund o o o
- ------------------------------------------------------------------------------------------------------------------------------------
The Alliance Fund o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Growth and
Income Fund o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Balanced Shares o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Utility
Income Fund o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Real Estate
Investment Fund o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance New Europe Fund o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Worldwide
Privatization Fund o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance International
Premier Growth Fund o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Global Small Cap
Fund o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance International
Fund o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Greater China
'97 Fund o o o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance All-Asia
Investment Fund o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

22
<PAGE>

- --------------------------------------------------------------------------------
FEES AND EXPENSES OF THE FUNDS
- --------------------------------------------------------------------------------

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Funds.

SHAREHOLDER FEES (fees paid directly from your investment)

Advisor Class Share
-------------------
Maximum Front-end or Deferred Sales Charge (Load) None
(as a percentage of original purchase
price or redemption proceeds,
whichever is lower)

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets) and
EXAMPLES

<TABLE>
<CAPTION>
Operating Expenses Examples
- ------------------------------------------------ ------------------------------------------------
<S> <C> <C> <C>
Alliance Premier Growth Fund

Management fees .95% After 1 year $ 118
Distribution (12b-1) fees None After 3 years $ 368
Other expenses .21% After 5 years $ 638
-----
Total fund operating expenses 1.16% After 10 years $ 1,409
=====

Alliance Health Care Fund

Management fees .95% After 1 year $ 223
Distribution (12b-1) fees None After 3 years (b) $ 719
Other expenses 1.40% After 5 years (b) $ 1,242
-----
Total fund operating expenses 2.35% After 10 years (b) $ 2,675
=====
Waiver and/or expense reimbursement (a) (.15%)
-----
Net expenses 2.20%
=====

Alliance Growth Fund

Management fees .68% After 1 year $ 90
Distribution (12b-1) fees None After 3 years $ 281
Other expenses .20% After 5 years $ 488
-----
Total fund operating expenses .88% After 10 years $ 1,084
=====

Alliance Technology Fund

Management fees 1.10% After 1 year $ 137
Distribution (12b-1) fees None After 3 years $ 428
Other expenses .25% After 5 years $ 739
-----
Total fund operating expenses 1.35% After 10 years $ 1,624
=====

Alliance Quasar Fund

Management fees 1.01% After 1 year $ 145
Distribution (12b-1) fees None After 3 years $ 449
Other expenses .41% After 5 years $ 776
-----
Total fund operating expenses 1.42% After 10 years $ 1,702
=====

The Alliance Fund

Management fees .68% After 1 year $ 87
Distribution (12b-1) fees None After 3 years $ 271
Other expenses .17% After 5 years $ 471
-----
Total fund operating expenses .85% After 10 years $ 1,049
=====
</TABLE>

- --------------------------------------------------------------------------------
Please refer to footnotes on page 25.

23
<PAGE>

<TABLE>
<CAPTION>
Operating Expenses Examples
- ------------------------------------------------ ------------------------------------------------
<S> <C> <C> <C>
Alliance Growth and
Income Fund

Management fees .47% After 1 year $ 69
Distribution (12b-1) fees None After 3 years $ 218
Other expenses .21% After 5 years $ 379
-----
Total fund operating expenses .68% After 10 years $ 847
=====

Alliance Balanced Shares Fund

Management fees .59% After 1 year $ 99
Distribution (12b-1) fees None After 3 years $ 309
Other expenses .38% After 5 years $ 536
-----
Total fund operating expenses .97% After 10 years $ 1.190
=====

Alliance Utility Income Fund

Management fees .75% After 1 year $ 122
Distribution (12b-1) fees None After 3 years (b) $ 426
Other expenses .66% After 5 years (b) $ 751
-----
Total fund operating expenses 1.41% After 10 years (b) $ 1,673
=====
Waiver and/or expense reimbursement (a) (.21)%
=====
Net expenses 1.20%
=====

Alliance Real Estate
Investment Fund

Management fees .90% After 1 year $ 132
Distribution (12b-1) fees None After 3 years $ 412
Other expenses .40% After 5 years $ 713
-----
Total fund operating expenses 1.30% After 10 years $ 1,568
=====

Alliance New Europe Fund

Management fees .95% After 1 year $ 154
Distribution (12b-1) fees None After 3 years $ 477
Other expenses .56% After 5 years $ 824
-----
Total fund operating expenses 1.51% After 10 years $ 1,802
=====

Alliance Worldwide
Privatization Fund

Management fees 1.00% After 1 year $ 165
Distribution (12b-1) fees None After 3 years $ 511
Other expenses .62% After 5 years $ 881
-----
Total fund operating expenses 1.62% After 10 years $ 1,922
=====

Alliance International
Premier Growth Fund

Management fees 1.00% After 1 year $ 224
Distribution (12b-1) fees None After 3 years (b) $ 845
Other expenses 1.96% After 5 years (b) $ 1,492
-----
Total fund operating expenses 2.96% After 10 years (b) $ 3,227
=====
Waiver and/or expense reimbursement (a) (.75)%
=====
Net expenses 2.21%
=====

Alliance Global
Small Cap Fund

Management Fees 1.00% After 1 year $ 216
Distribution (12b-1) Fees None After 3 years $ 667
Other Expenses 1.13% After 5 years $ 1,144
-----
Total fund operating expenses 2.13% After 10 years $ 2,462
=====
</TABLE>

- --------------------------------------------------------------------------------
Please refer to footnotes on page 25.

24
<PAGE>

<TABLE>
<CAPTION>
Operating Expenses Examples
- ------------------------------------------------ ------------------------------------------------
<S> <C> <C> <C>
Alliance International Fund

Management fees .95% After 1 year $ 160
Distribution (12b-1) fees None After 3 years (b) $ 523
Other expenses .75% After 5 years (b) $ 911
-----
Total fund operating expenses 1.70% After 10 years (b) $ 1,998
=====
Waiver and/or expense reimbursement (a) (.13)%
=====
Net expenses 1.57%
=====

Alliance Greater
China '97 Fund

Management fees 1.00% After 1 year $ 225
Distribution (12b-1) fees None After 3 years (b) $ 3,604
Other expenses 18.01% After 5 years (b) $ 6,103
-----
Total fund operating expenses 19.01% After 10 years (b) $ 9,860
=====
Waiver and/or expense reimbursement (a) (16.79)%
=====
Net expenses 2.22%
=====

Alliance All-Asia
Investment Fund

Management fees 1.00% After 1 year $ 248
Distribution (12b-1) fees None After 3 years (b) $ 764
Administration fees .15% After 5 years (b) $ 1,306
Other operating expenses 1.78% After 10 years (b) $ 2,786
-----
Total fund operating expenses 2.93%
=====
Waiver and/or expense reimbursement (a) (.48)%
=====
Net Expenses 2.45%
=====
</TABLE>

- --------------------------------------------------------------------------------
(a) Reflects Alliance's contractual waiver of a portion of its advisory fee
and/or reimbursement of a portion of the Fund's operating expenses. This waiver
extends through the end of the Fund's current fiscal year and may be extended by
Alliance for additional one year terms.

(b) These examples assume that Alliance's agreement to waive management fees
and/or reimburse Fund expenses is not extended beyond its initial period.

25
<PAGE>

- --------------------------------------------------------------------------------
GLOSSARY
- --------------------------------------------------------------------------------

This Prospectus uses the following terms.

TYPES OF SECURITIES

Convertible securities are fixed-income securities that are convertible into
common stock.

Debt securities are bonds, debentures, notes, bills, loans, other direct debt
instruments, and other fixed, floating and variable rate debt obligations, but
do not include convertible securities.

Depositary receipts include American Depositary Receipts ("ADRs"), Global
Depositary Receipts ("GDRs") and other types of depositary receipts.

Fixed-income securities are debt securities and dividend-paying preferred
stocks, including floating rate and variable rate instruments.

Rule 144A securities are securities that may be resold under Rule 144A of the
Securities Act.

U.S. Government securities are securities issued or guaranteed by the United
States Government, its agencies or instrumentalities.

TYPES OF COMPANIES OR COUNTRIES

Greater China countries are the People's Republic of China ("China"), the Hong
Kong Special Administrative Region of the People's Republic of China ("Hong
Kong") and the Republic of China ("Taiwan").

RATING AGENCIES, RATED SECURITIES AND INDEXES

Duff & Phelps is Duff & Phelps Credit Rating Co.

EAFE Index is Morgan Stanley Capital International Europe, Australasia and Far
East ("EAFE") Index.

Fitch is Fitch IBCA, Inc.

Investment grade securities are fixed-income securities rated Baa and above by
Moody's or BBB and above by S&P, Duff & Phelps or Fitch, or determined by
Alliance to be of equivalent quality.

Moody's is Moody's Investors Service, Inc.

26
<PAGE>

S&P is Standard & Poor's Ratings Services.

S&P 500 Index is S&P's 500 Composite Stock Price Index, a widely recognized
unmanaged index of market activity.

OTHER

1940 Act is the Investment Company Act of 1940, as amended.

Code is the Internal Revenue Code of 1986, as amended.

Commission is the Securities and Exchange Commission.

Exchange is the New York Stock Exchange.

Securities Act is the Securities Act of 1933, as amended.

- --------------------------------------------------------------------------------
DESCRIPTION OF THE FUNDS
- --------------------------------------------------------------------------------

This section of the Prospectus provides a more complete description of the
Funds' investment objectives, principal strategies and risks. Of course, there
can be no assurance that any Fund will achieve its investment objective.

Please note that:

o Additional discussion of the Funds' investments, including the risks of
the investments, can be found in the discussion under Description of
Additional Investment Practices following this section.

o Additional descriptions of each Fund's strategies, investments and risks
can be found in the Fund's Statement of Additional Information or SAI.

INVESTMENT OBJECTIVES AND PRINCIPAL POLICIES

DOMESTIC STOCK FUNDS

The Domestic Stock Funds offer investors seeking capital appreciation a range of
alternative approaches to investing in the U.S. equity markets.

Alliance Premier Growth Fund

The Fund also may:

o invest up to 20% of its net assets in convertible securities;

o invest up to 5% of its net assets in rights or warrants;

o invest up to 15% of its total assets in foreign securities;

o purchase and sell exchange-traded index options and stock index futures
contracts; and

27
<PAGE>

Alliance Health Care Fund

o Genomics, which allows scientists to better understand the causes of human
diseases, and in some cases has led to the manufacture of proteins for use
as therapeutic drugs;

o Gene chips and other equipment that provide for the screening, diagnosis
and treatment of diseases;

o The introduction of large scale business efficiencies to the management of
nursing homes, acute and specialty hospitals, as well as free-standing
outpatient facilities, surgical centers and rehabilitation centers;

o Adaptations of microprocessors for use by pharmaceutical manufacturers,
hospitals, doctors and others in Health Care Industries to increase
distribution efficiency;

o Health care delivery organizations that combine cost effectiveness with
high quality medical care and help address the rising cost of health care;
and

o The sale of prescription drugs and pharmaceuticals to consumers via the
Internet.

o Drugs or Pharmaceuticals, including both ethical and proprietary drugs,
drug administration products and pharmaceutical components used in
diagnostic testing;

28
<PAGE>

and other products designed especially for Health Care Industries;

o Medical Research, including scientific research to develop drugs,
processes or technologies with possible commercial application in Health
Care Industries.

The Fund also may:

o purchase or sell forward foreign currency exchange contracts;

o enter into forward commitments for the purchase or sale of securities;

o make secured loans of portfolio securities of up to 20% of its total
assets; and

o enter into repurchase agreements.

Alliance Growth Fund

The Fund also may:

o invest in zero-coupon and payment-in-kind bonds;

o invest in foreign securities although not generally in excess of 15% of
its total assets;

o buy or sell foreign currencies, options on foreign currencies, and foreign
currency futures contracts (and related options) and deal in forward
foreign currency exchange contracts;

o enter into forward commitments;

o buy and sell stock index futures contracts and options on future contracts
and on stock indices;

o purchase and sell futures contracts and options on futures contracts and
U.S. Treasury securities;

o write covered call and put options;

o purchase and sell put and call options;

o make loans of portfolio securities of up to 25% of its total assets; and

o enter into repurchase agreements of up to 25% of its total assets;

Alliance Technology Fund

Alliance Technology Fund emphasizes growth of capital and invests for capital
appreciation. Current income is only an incidental consideration. The Fund may
seek income by writing listed call options. The Fund invests primarily in
securities of companies expected to benefit from technological advances and
improvements (i.e., companies that use technology extensively in the development
of new or improved products or processes). The Fund normally will have at least
80% of its assets invested in the securities of these companies. The Fund
normally will have substantially all its assets invested in equity securities,
but it also invests in debt securities offering an opportunity for price
appreciation. The Fund will invest in listed and unlisted securities, in U.S.
securities, and up to 10% of its total assets in foreign securities.

The Fund also may:

o invest up to 10% of its total assets in warrants; and

o make loans of portfolio securities of up to 30% of its total assets.

Alliance Quasar Fund

29
<PAGE>

The Fund invests principally in equity securities, but it also invests to a
limited degree in non-convertible bonds and preferred stocks. The Fund invests
in listed and unlisted U.S. and foreign securities. The Fund can periodically
invest in the securities of companies that are expected to appreciate due to a
development particularly or uniquely applicable to a company regardless of
general business conditions or movements of the market as a whole.

The Fund also may:

o make short sales of securities against the box but not more than 15% of
its net assets may be deposited on short sales; and

o write covered call options of up to 15% of its total assets and purchase
and sell put and call options written by others of up to, for all options,
10% of its total assets.

The Alliance Fund

The Fund also may:

o write exchange-traded covered call options on up to 25% of its total
assets;

o make secured loans of portfolio securities of up to 25% of its total
assets; and

TOTAL RETURN FUNDS

The Total Return Funds provide a range of investment alternatives to investors
seeking both growth of capital and current income.

Alliance Growth and Income Fund

Alliance Balanced Shares

The Fund also may:

o enter into contracts for the purchase or sale for future delivery of
foreign currencies;

o purchase and write put and call options on foreign currencies and enter
into forward foreign currency exchange contracts for hedging purposes; and

o subject to market conditions, write covered call options listed on a
domestic exchange to realize income.

As a balanced fund, the Fund has the risk that the allocation of its investments
between equity and debt securities may have a

30
<PAGE>

more significant effect on the Fund's net asset value when one of these asset
classes is performing more poorly than the other.

Alliance Utility Income Fund

The Fund also may:

o invest up to 30% of its net assets in convertible securities;

o invest up to 5% of its net assets in rights or warrants;

o purchase and sell exchange-traded options on any securities index composed
of the types of securities in which it may invest;

o purchase and write call and put options on foreign currencies traded on
U.S. and foreign exchanges or over-the-counter for hedging purposes;

o purchase or sell forward contracts;

o enter into interest rate swaps and purchase or sell interest rate caps and
floors;

o enter into forward commitments;

o enter into standby commitment agreements;

o make short sales of securities or maintain a short position;

o make secured loans of portfolio securities of up to 20% of its total
assets; and

o enter into repurchase agreements for U.S. Government securities;

31
<PAGE>

Alliance Real Estate Investment Fund

32
<PAGE>

The Fund also may:

o invest up to 15% of its net assets in convertible securities;

o enter into forward commitments;

o enter into standby commitment agreements;

o make short sales of securities or maintain a short position but only if at
all times when a short position is open not more than 25% of the Fund's
net assets is held as collateral for such sales;

o invest up to 10% of its net assets in rights or warrants;

o make loans of portfolio securities of up to 25% of its total assets; and

o enter into repurchase agreements of up to seven days' duration.

GLOBAL STOCK FUNDS

The Global Stock Funds offer investors the opportunity to participate in the
potential for long-term capital appreciation available from investment in
foreign securities.

Alliance New Europe Fund

33
<PAGE>

The Fund also may:

o invest up to 20% of its total assets in rights or warrants;

o purchase and sell forward contracts;

o write covered call or put options and sell and purchase exchange-traded
put and call options, including exchange-traded index options;

o purchase and write put options on foreign currencies traded on securities
exchanges or boards of trade or over-the-counter;

o enter into standby commitment agreements;

o make secured loans of portfolio securities of up to 30% of its total
assets; and

o enter into forward commitments.

Alliance Worldwide Privatization Fund

34
<PAGE>

privatizations. The Fund will invest in any country believed to present
attractive investment opportunities.

The Fund diversifies its investments among a number of countries and normally
invests in issuers based in at least four, and usually considerably more,
countries. The Fund may maintain no more than 15% of its total assets in issuers
in any one foreign country, except that the Fund may invest up to 30% of its
total assets in issuers in any one of France, Germany, Great Britain, Italy and
Japan. The Fund may invest all of its assets within a single region of the
world.

The Fund may invest up to 35% of its total assets in debt securities and
convertible debt securities. The Fund may invest up to 5% of its net assets in
lower-rated securities. The Fund will not retain a non-convertible security that
is downgraded below C or determined by Alliance to have undergone similar credit
quality deterioration following purchase.

The Fund also may:

o invest up to 20% of its total assets in rights or warrants;

o purchase and write put and call options on foreign currencies for hedging
purposes;

o purchase or sell forward contracts;

o enter into forward commitments;

o enter into standby commitment agreements;

o enter into currency swaps for hedging purposes;

o make short sales of securities or maintain a short position;

o make secured loans of portfolio securities of up to 30% of its total
assets; and

o enter into repurchase agreements for U.S. Government securities.

Alliance International Premier Growth Fund

Alliance expects the market capitalization of the companies represented in the
Fund's portfolio will generally be in excess of $10 billion.

Within the investment framework of the Fund, Alliance's Large Cap Growth Group,
headed by Alfred Harrison, Alliance's Vice Chairman, has responsibility for
managing the Fund's portfolio. As discussed below, in selecting the Fund's
portfolio investments, Alliance's Large Cap Growth Group will follow a
structured, disciplined research and investment process that is essentially
similar to that which it employs in managing the Alliance Premier Growth Fund.

In managing the Fund's assets, Alliance's investment strategy will emphasize
stock selection and investment in the securities of a limited number of issuers.
Alliance depends heavily upon the fundamental analysis and research of its large
global equity research team situated in numerous locations around the world.
Its global equity analysts follow a research universe of approximately 900
companies. As one of the largest multinational investment management firms,
Alliance has access to considerable information concerning the companies in its
research universe, an in-depth understanding of the products, services, markets
and competition of these companies, and a good knowledge of their management.
Research emphasis is placed on the identification of companies whose superior
prospective earnings growth is not fully reflected in current market valuations.

Alliance constantly adds to and deletes from this universe as fundamentals and
valuations change. Alliance's global equity analysts rate companies in three
categories. The performance of each analyst's ratings is an important
determinant of his or

35
<PAGE>

her incentive compensation. The equity securities of "one-rated" companies are
expected to significantly outperform the local market in local currency terms.
All equity securities purchased for the Fund's portfolio will be selected from
the universe of approximately 100 "one-rated" companies. As noted above, the
Fund usually invests approximately 70% of its net assets in approximately 30 of
the most highly regarded of these companies. The Fund's portfolio emphasis upon
particular industries or sectors will be a by-product of the stock selection
process rather than the result of assigned targets or ranges.

The Fund diversifies its investments among at least four, and usually
considerably more, countries. No more than 15% of the Fund's total assets will
be invested in issuers in any one foreign country, except that the Fund may
invest up to 35% of its total assets in the United Kingdom and Japan and up to
25% of its total assets in issuers in each of Canada, France, Germany, Italy,
The Netherlands and Switzerland. Within these limits, geographic distribution
of the Fund's investments among countries or regions also will be a product of
the stock selection process rather than a predetermined allocation. To the
extent that the Fund concentrates its assets within one region or country,
the Fund may be subject to any special risks associated with that region or
country. During such times, the Fund would be subject to a correspondingly
greater risk of loss due to adverse political or regulatory developments, or
an economic downturn, within that country. While the Fund may engage in
currency hedging programs in periods in which Alliance perceives extreme
exchange rate risk, the Fund normally will not make significant use of currency
hedging strategies.

The Fund also may:

o invest up to 20% of its total assets in convertible securities;

o invest up to 20% of its total assets in rights or warrants;

o enter into contracts for the purchase or sale for future delivery of
fixed-income securities or foreign currencies, or contracts based on
financial indices, including any index of U.S. Government securities,
foreign government securities, or common stock and may purchase and write
options on such future contracts;

o purchase and write put and call options on foreign currencies for hedging
purposes;

o purchase or sell forward contracts;

o enter into standby commitment agreements;

o enter into forward commitments;

o enter into currency swaps for hedging purposes;

o make short sales of securities or maintain short positions of no more than
5% of its net assets as collateral for short sales;

o make secured loans of portfolio securities of up to 30% of its total
assets; and

o enter into repurchase agreements for U.S. Government securities.

Alliance Global Small Cap Fund

The Fund also may:

o invest up to 20% of its total assets in warrants to purchase equity
securities;

o invest in depositary receipts or other securities representing securities
of companies based in countries other than the U.S.;

o purchase or sell forward foreign currency contracts;

o write covered call options on its securities of up to 15% of its total
assets, and purchase exchange-traded call and put

36
<PAGE>

options, including put options on market indices of up to, for all
options, 10% of its total assets; and

o make secured loans of portfolio securities of up to 30% of its total
assets.

One of the Fund's principal risks is its investments in smaller capitalization
companies. Alliance believes that smaller capitalization companies often have
sales and earnings growth rates exceeding those of larger companies and that
these growth rates tend to cause more rapid share price appreciation. Investing
in smaller capitalization stocks, however, involves greater risk than is
associated with larger, more established companies. For example, smaller
capitalization companies often have limited product lines, markets, or
financial resources. They may be dependent for management on one or a few key
persons and can be more susceptible to losses and risks of bankruptcy. Their
securities may be thinly traded (and therefore have to be sold at a discount
from current market prices or sold in small lots over an extended period of
time), may be followed by fewer investment research analysts, and may be
subject to wider price swings. For these reasons, the Fund's investments may
have a greater chance of loss than investments in securities of larger
capitalization companies. In addition, transaction costs in small
capitalization stocks may be higher than in those of larger capitalization
companies.

The Fund's investments in non-U.S. companies and in smaller companies will be
more volatile and may differ substantially from the overall U.S. market.

Alliance International Fund

Alliance International Fund seeks a total return on its assets from long-term
growth of capital and from income primarily through a broad portfolio of
marketable securities of established non-U.S. companies, companies participating
in foreign economies with prospects for growth, including U.S. companies having
their principal activities and interests outside the U.S. and foreign government
securities. Normally, the Fund will invest more than 80% of its assets in these
types of companies.

The Fund intends to diversify its investments broadly among countries and
normally invests in at least three foreign countries, although it may invest a
substantial portion of its assets in one or more of these countries. The Fund
may invest in companies, wherever organized, that Alliance judges have their
principal activities and interests outside the U.S. These companies may be
located in developing countries, which involves exposure to economic structures
that are generally less diverse and mature and to political systems that can be
expected to have less stability than those of developed countries. The Fund
currently does not intend to invest more than 10% of its total assets in
companies in, or governments of, developing countries.

The Fund also may:

o purchase or sell forward foreign currency exchange contracts;

o write covered call or put options, sell and purchase U.S. or foreign
exchange-listed put and call options, including exchange-traded index
options;

o purchase and write put options on foreign currencies traded on securities
exchanges or boards of trade or over-the-counter;

o make loans of portfolio securities of up to 30% of its total assets; and

o enter into repurchase agreements of up to seven days' duration for up to
10% of the Fund's total assets.

Alliance Greater China '97 Fund

37
<PAGE>

In addition to investing in equity securities of Greater China companies, the
Fund may invest up to 20% of its total assets in (i) debt securities issued or
guaranteed by Greater China companies or by Greater China governments, their
agencies or instrumentalities, and (ii) equity or debt securities issued by
issuers other than Greater China companies. The Fund will invest only in
investment grade securities. The Fund will sell a security that is downgraded
below investment grade or is determined by Alliance to have undergone a similar
credit quality deterioration, the Fund will sell of that security.

The Fund also may:

o invest up to 25% of its net assets in the convertible securities;

o invest up to 20% of its net assets in rights or warrants;

o invest in depositary receipts, instruments of supranational entities
denominated in the currency of any country, securities of multinational
companies and "semi-governmental securities";

o invest up to 25% of its net assets in equity-linked debt securities with
the objective of realizing capital appreciation;

o invest up to 20% of its net assets in loans and other direct debt
securities;

o write covered call and put options, sell or purchase exchange-traded index
options, and write uncovered options for cross-hedging purposes;

o enter into contracts for the purchase or sale for future delivery of
fixed-income securities or foreign currencies, or contracts based on
financial indices, including any index of U.S. Government securities,
securities issued by foreign government entities, or common stock, and may
purchase and write options on future contracts;

o purchase and write put and call options on foreign currencies for hedging
purposes;

o purchase or sell forward contracts;

o enter into interest rate swaps and purchase or sell interest rate caps and
floors;

o enter into forward commitments;

o enter into standby commitment agreements;

o enter into currency swaps for hedging purposes;

o make short sales of securities or maintain a short position, in each case
only if against the box;

o make secured loans of portfolio securities of up to 30% of its total
assets; and

o enter into repurchase agreements for U.S. Government securities.

All or some of the policies and practices listed above may not be available to
the Fund in the Greater China countries and the Fund will utilize these policies
only to the extent permissible.

Alliance All-Asia Investment Fund

38
<PAGE>

common stocks are not deemed to be equity securities),
preferred stocks and equity-linked debt securities issued by Asian companies.
The Fund may invest up to 35% of its total assets in debt securities issued or
guaranteed by Asian companies or by Asian governments, their agencies or
instrumentalities. The Fund will invest at least 80% of its total assets in
Asian companies and Asian debt securities, but also may invest in securities
issued by non-Asian issuers. The Fund expects to invest, from time to time,
a significant portion, which may be in excess of 50%, of its assets in equity
securities of Japanese companies.

As the economies of many Asian countries move through the "emerging market"
stage, thus increasing the supply of goods, services and capital available to
less developed Asian markets and helping to spur economic growth in those
markets, the potential is created for many Asian companies to experience rapid
growth. In addition, many Asian companies that have securities listed on
exchanges in more developed Asian countries will be participants in the rapid
economic growth of the lesser-developed countries. These companies generally
offer the advantages of more experienced management and more developed market
regulation.

The Fund will primarily invest in investment grade debt securities, but may
maintain no more than 5% of its net assets in lower-rated securities,
lower-rated loans, and other lower-rated direct debt instruments. The Fund will
not retain a security that is downgraded below C or determined by Alliance to
have undergone similar credit quality deterioration following purchase.

The Fund also may:

o invest up to 25% of its net assets in the convertible securities;

o invest up to 20% of its net assets in rights or warrants;

o invest in depositary receipts, instruments of supranational entities
denominated in the currency of any country, securities of multinational
companies and "semi-governmental securities";

o invest up to 25% of its net assets in equity-linked debt securities with
the objective of realizing capital appreciation;

o invest up to 25% of its net assets in loans and other direct debt
instruments;

o write covered call and put options, sell or purchase exchange-traded index
options, and write uncovered options for cross-hedging purposes;

o enter into contracts for the purchase or sale for future delivery of
fixed-income securities or foreign currencies, or contracts based on
financial indices, including any index of U.S. Government securities,
securities issued by foreign government entities, or common stock and may
purchase and write options on future contracts;

o purchase and write put and call options on foreign currencies for hedging
purposes;

o purchase or sell forward contracts;

o enter into interest rate swaps and purchase or sell interest rate caps and
floors;

o enter into forward commitments;

o enter into standby commitment agreements;

o enter into currency swaps for hedging purposes;

o make short sales of securities or maintain a short position, in each case
only if against the box;

o make secured loans of portfolio securities of up to 30% of its total
assets; and

o enter into repurchase agreements for U.S. Government securities.

39
<PAGE>

DESCRIPTION OF ADDITIONAL INVESTMENT PRACTICES

This section describes the Funds' investment practices and associated risks.
Unless otherwise noted, a Fund's use of any of these practices was specified in
the previous section.

Asset-Backed Securities. Asset-backed securities (unrelated to first mortgage
loans) represent fractional interests in pools of leases, retail installment
loans, revolving credit receivables, and other payment obligations, both secured
and unsecured. These assets are generally held by a trust and payments of
principal and interest or interest only are passed through monthly or quarterly
to certificate holders and may be guaranteed up to certain amounts by letters
of credit issued by a financial institution affiliated or unaffiliated with the
trustee or originator of the trust.

Forward Commitments. Forward commitments for the purchase or sale of securities
may include purchases on a "when-issued" basis or purchases or sales on a
"delayed delivery" basis. In

40
<PAGE>

some cases, a forward commitment may be conditioned
upon the occurrence of a subsequent event, such as approval and consummation of
a merger, corporate reorganization or debt restructuring (i.e., a "when, as and
if issued" trade).

Illiquid Securities. The Funds will limit their investments in illiquid
securities to no more than 15% of their net assets, except the limit is 10% for
Alliance Health Care Fund, Alliance International Fund, Alliance Technology
Fund, Alliance Quasar Fund, Alliance New Europe Fund, and Alliance Global Small
Cap Fund and 5% for The Alliance Fund and Alliance Growth Fund. Illiquid
securities generally include: (i) direct placements or other securities that are
subject to legal or contractual restrictions on resale or for which there is no
readily available market (e.g., when trading in the security is suspended or, in
the case of unlisted securities, when market makers do not exist or will not
entertain bids or offers), including many individually negotiated currency swaps
and any assets used to cover currency swaps and most privately negotiated
investments in state enterprises that have not yet conducted an initial equity

41
<PAGE>

offering, (ii) over-the-counter options and assets used to cover
over-the-counter options, and (iii) repurchase agreements not terminable within
seven days.

Because of the absence of a trading market for illiquid securities, a Fund may
not be able to realize their full value upon sale. Alliance will monitor the
liquidity of a Fund's investments in illiquid securities. Except with respect to
Alliance Quasar Fund, Rule 144A securities will not be treated as "illiquid" for
purposes of this limit on investments.

42
<PAGE>

that the liquidation of collateral from a secured loan would
satisfy the borrower's obligation, or that the collateral can be liquidated.
Making loans to borrowers whose creditworthiness is poor may involve substantial
risks and may be highly speculative.

43
<PAGE>

no later than its final distribution date.
Generally, interest is paid or accrues on all classes of CMOs or REMIC
certificates on a monthly basis. Alliance Real Estate Investment Fund will not
invest in the lowest tranche of CMOs and REMIC certificates.

Options purchased or written by a Fund in negotiated transactions are illiquid
and it may not be possible for the Fund to effect a closing transaction at an
advantageous time.

A Fund will purchase options on futures contracts written or purchased by a Fund
that are traded on U.S. or foreign exchanges or over-the-counter. These
investment techniques will be used only to hedge against anticipated future
changes in market conditions and interest or exchange rates which otherwise
might either adversely affect the value of the Fund's

44
<PAGE>

portfolio securities or adversely affect the prices of securities which the
Fund intends to purchase at a later date.

No Fund will enter into any futures contracts or options on futures contracts if
immediately thereafter the market values of the outstanding futures contracts of
the Fund and the currencies and futures contracts subject to outstanding options
written by the Fund would exceed 50% of its total assets, or in the case of
Alliance International Premier Growth Fund 100% of its total assets. Alliance
Premier Growth Fund and Alliance Growth and Income Fund may not purchase or sell
a stock index future if immediately thereafter more than 30% of its total assets
would be hedged by stock index futures. Alliance Premier Growth Fund and
Alliance Growth and Income Fund may not purchase or sell a stock index future
if, immediately thereafter, the sum of the amount of margin deposits on the
Fund's existing futures positions would exceed 5% of the market value of the
Fund's total assets.

45
<PAGE>

ADDITIONAL RISK CONSIDERATIONS

Investment in certain of the Funds involves the special risk considerations
described below. These risks may be heightened when investing in emerging
markets.

46
<PAGE>

incurred. In light of these risks, a Fund may engage in currency hedging
transactions, as described above, which involve certain special risks.

Foreign Securities. The securities markets of many foreign countries are
relatively small, with the majority of market capitalization and trading volume
concentrated in a limited number of companies representing a small number of
industries. Consequently, a Fund whose investment portfolio includes foreign
securities may experience greater price volatility and significantly lower
liquidity than a portfolio invested solely in equity securities of U.S.
companies. These markets may be subject to greater influence by adverse events
generally affecting the market, and by large investors trading significant
blocks of securities, than is usual in the United States. Securities
settlements may in some instances be subject to delays and related
administrative uncertainties.

47
<PAGE>

Investment in Smaller, Emerging Companies. The Funds may invest in smaller,
emerging companies. Alliance New Europe Fund and Alliance Global Small Cap Fund
will emphasize investment in, and Alliance All-Asia Investment Fund and Alliance
Greater China '97 Fund may emphasize investment in, smaller, emerging companies.
Investment in such companies involves greater risks than is customarily
associated with securities of more established companies. Companies in the
earlier stages of their development often have products and management personnel
which have not been thoroughly tested by time or the marketplace; their
financial resources may not be as substantial as those of more established
companies. The securities of smaller companies may have relatively limited
marketability and may be subject to more abrupt or erratic market movements
than securities of larger companies or broad market indices. The revenue flow
of such companies may be erratic and their results of operations may fluctuate
widely and may also contribute to stock price volatility.

Further, the yield characteristics of Mortgage-Backed Securities, such as those
in which Alliance Real Estate Investment Fund may invest, differ from those of
traditional fixed-income securities. The major differences typically include
more frequent

48
<PAGE>

interest and principal payments (usually monthly), the
adjustability of interest rates, and the possibility that prepayments of
principal may be made substantially earlier than their final distribution dates.

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

INVESTMENT ADVISER

49
<PAGE>

than $368 billion (of which more than $169 billion represented
assets of investment companies). As of December 31, 1999, Alliance managed
retirement assets for many of the largest public and private employee benefit
plans (including 31 of the nation's FORTUNE 100 companies), for public employee
retirement funds in 31 states, for investment companies, and for foundations,
endowments, banks and insurance companies worldwide. The 52 registered
investment companies managed by Alliance, comprising 105 separate investment
portfolios, currently have more than 5 million shareholder accounts.

Alliance provides investment advisory services and order placement facilities
for the Funds. For these advisory services, the Funds paid Alliance as a
percentage of average daily net assets:

Fee as a percentage of Fiscal
Fund average daily net assets* Year Ending
- ---- ------------------------- -----------

Alliance Premier Growth
Fund .95% 11/30/99
Alliance Health Care
Fund .95** 6/30/00
Alliance Growth Fund .68 10/31/99
Alliance Technology Fund 1.10 11/30/99
Alliance Quasar Fund 1.01 9/30/99
The Alliance Fund .68 11/30/99
Alliance Growth and Income
Fund .47 10/31/99
Alliance Balanced Shares
Fund .586 7/31/99
Alliance Utility Income
Fund .51 11/30/99
Alliance Real Estate
Investment Fund .90 8/31/99
Alliance New Europe
Fund .95 7/31/99
Alliance Worldwide
Privatization Fund 1.00 6/30/99
Alliance International
Premier Growth Fund .71 11/30/99
Alliance Global Small
Cap Fund 1.00 7/31/99
Alliance International
Fund .81 6/30/99
Alliance Greater China
'97 Fund -0- 7/31/99
Alliance All-Asia Investment
Fund .65 10/31/99

In connection with investments in real estate securities, Alliance has, at its
expense, retained as a consultant CB Richard Ellis, Inc. ("CBRE"). CBRE is a
publicly held company and the largest real estate services company in the United
States, comprised of real estate brokerage, property, and facilities management,
and real estate finance, and investment advisory services.

Portfolio Managers

Principal Occupation
During the Past
Fund Employee; Year; Title Five (5) Years*
- --------------------------------------------------------------------------------

Alliance Premier Alfred Harrison; since Associated with
Growth Fund inception--Vice Chairman Alliance
of Alliance Capital
Management Corporation
(ACMC)**

Alliance Health Norman Fidel; since inception Associated with
Care Fund --Senior Vice President Alliance
of ACMC

Alliance Growth Tyler Smith; since inception Associated with
Fund --Senior Vice President Alliance

Alliance Technology Peter Anastos; since 1992 Associated with
Fund --Senior Vice President Alliance
of ACMC

Gerald T. Malone; since 1992 Associated with
--Senior Vice President Alliance
of ACMC

Alliance Quasar Alden M. Stewart; since 1994 Associated with
Fund --Executive Vice President Alliance
of ACMC
Mark J. Cuneen; since 1999 Associated with
--Senior Vice President Alliance since
of ACMC 1999; prior thereto,
partner at Invesco
since 1998,
Managing Director
at LGT Asset
Management since
1996 and proir
thereto, Managing
Director of
Chancellor Capital
Management since
before 1995.

The Alliance Fund Alden M. Stewart; since 1997 (see above)
--(see above)

Randall E. Haase; since 1997 (see above)
--(see above)

Alliance Growth and Paul Rissman; since 1994 Associated with
Income Fund --Senior Vice President Alliance
of ACMC

Alliance Balanced Paul Rissman; since 1997 (see above)
Shares Fund --(see above)

Alliance Utility Paul Rissman; since 1996 (see above)
Income Fund --(see above)

50
<PAGE>

Principal Occupation
During the Past
Fund Employee; Year; Title Five (5) Years*
- --------------------------------------------------------------------------------

Alliance Real Estate Daniel G. Pine; since 1996 Associated with
Investment Fund --Senior Vice President Alliance since 1996;
of ACMC prior thereto, Senior
Vice President of
Desai Capital
Management

David Kruth; since 1997 Associated with
--Vice President of ACMC Alliance since 1997;
prior thereto, Senior
Vice President of
Yarmouth Group

Alliance New Europe Steven Beinhacker; since 1997 Associated with
Fund --Senior Vice President Alliance
of ACMC

Alliance Worldwide Mark H. Breedon; since Associated with
Privatization Fund inception, Vice President Alliance
of ACMC and Director
and Senior Vice President
of Alliance Capital Limited***

Alliance International Alfred Harrison; since 1998 (see above)
Premier Growth Fund --(see above)

Thomas Kamp; since 1998 Associated with
--Senior Vice President Alliance
of ACMC

Alliance Global Alden M. Stewart; since 1994 (see above)
Small Cap Fund --(see above)

Randall E. Haase; since 1994 (see above)
--(see above)

Mark D. Breedon; since 1998 (see above)
--(see above)

Alliance Nicholas D.P. Carn; since 1998 Associated with
International Fund --Senior Vice President Alliance since 1995;
of ACMC prior thereto, Chief
Investment Officer of
Draycott Partners, Ltd.

Alliance All-Asia Hiroshi Motoki; since 1998 Associated with
Investment Fund --Senior Vice President Alliance since 1994.
of ACMC and director of
Japanese/Asian Equity
research

As reflected below, the Historical Portfolios have over time performed favorably
when compared with the performance of recognized performance indices. The S&P
500 Index is a widely recognized, unmanaged index of market activity based upon
the aggregate performance of a selected portfolio of publicly traded common
stocks, including monthly adjustments to reflect the reinvestment of dividends
and other distributions. The S&P 500 Index reflects the total return of
securities comprising the Index, including changes in market prices as well as
accrued investment income, which is presumed to be reinvested. The Russell 1000
universe of securities is compiled by Frank Russell Company and is segmented
into two style indices, based on the capitalization-weighted median
book-to-price ratio

51
<PAGE>

of each of the securities. At each reconstitution, the Russell 1000
constituents are ranked by their book-to-price ratio. Once so ranked, the
breakpoint for the two styles is determined by the median market
capitalization of the Russell 1000. Thus, those securities falling within the
top fifty percent of the cumulative market capitalization (as ranked by
descending book-to-price) become members of the Russell Price-Driven Indices.
The Russell 1000 Growth Index is, accordingly, designed to include those
Russell 1000 securities with a greater-than-average growth orientation.
In contrast with the securities in the Russell Price-Driven Indices, companies
in the Growth Index tend to exhibit higher price-to-book and price-earnings
ratios, lower dividend yield and higher forecasted growth values.

Schedule of Composite Investment Performance--Historical Portfolios*

<TABLE>
<CAPTION>
Lipper
Russell Large Cap
Premier Historical S&P 500 1000 Growth
Growth Portfolios Index Growth Index Fund Index
Fund Total Return** Total Return Total Return Total Return
<S> <C> <C> <C> <C> <C>
Year ended December:
1999*** ....... 23.51% 29.67% 21.03% 33.16% 34.82%
1998*** ....... 42.97 52.16 28.60 38.71 36.47
1997*** ....... 27.05 34.64 33.36 30.49 27.59
1996*** ....... 18.84 22.06 22.96 23.12 20.56
1995*** ....... 40.66 39.83 37.58 37.19 34.92
1994 .......... (9.78) (4.82) 1.32 2.66 (0.82)
1993 .......... 5.35 10.54 10.08 2.90 10.66
1992 .......... -- 12.18 7.62 5.00 6.89
1991 .......... -- 38.91 30.47 41.16 37.34
1990 .......... -- (1.57) (3.10) (0.26) (1.82)
1989 .......... -- 38.80 31.69 35.92 32.30
1988 .......... -- 10.88 16.61 11.27 10.84
1987 .......... -- 8.49 5.25 5.31 3.33
1986 .......... -- 27.40 18.67 15.36 16.75
1985 .......... -- 37.41 31.73 32.85 32.85
1984 .......... -- (3.31) 6.27 (.95) (4.25)
</TABLE>

<TABLE>
<CAPTION>
Lipper
Russell Large Cap
Premier Historical S&P 500 1000 Growth
Growth Portfolios Index Growth Index Fund Index
Fund Total Return** Total Return Total Return Total Return
<S> <C> <C> <C> <C> <C>
1983 .......... -- 20.80 22.56 15.98 22.63
1982 .......... -- 28.02 21.55 20.46 28.91
1981 .......... -- (1.09) (4.92) (11.31) (0.06)
1980 .......... -- 50.73 32.50 39.57 47.73
1979 .......... -- 30.76 18.61 23.91 29.90
Cumulative total
return for
the period
January 1, 1979 to
December 31, 1999 -- 6134% 3077% 3194% 4020%
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS

Lipper
Russell Large Cap
Premier Historical S&P 500 1000 Growth
Growth Portfolios Index Growth Index Fund Index

One year ............ 23.51% 29.67% 21.03% 33.16% 34.82%
Three years ......... 34.75 38.50 27.56 34.07 32.90
Five years .......... 34.86 35.30 28.54 32.41 30.73
Ten years ........... 25.01* 22.02 18.19 20.32 19.70
Since January 1,
1979 ................ -- 21.75 17.90 18.11 19.37

- --------------------------------------------------------------------------------
* Since inception on 9/28/92

Performance of a Similarly Managed Fund. Alliance is the investment adviser of
an investment company organized and

52
<PAGE>

operated under the laws of the Grand Duchy of Luxembourg, ACM International
Health Care Fund (the "ACM Fund"), that has substantially the same investment
objective and policies as those of Alliance Health Care Fund. The ACM Fund has
been managed in accordance with substantially the same investment strategies
and techniques as are employed with respect to Alliance Health Care Fund.

Norman Fidel, the portfolio manager of Alliance Health Care Fund, is also the
person who has been primarily responsible for the day-to-day management of the
ACM Fund since 1988. Mr. Fidel manages approximately $1.3 billion of Health Care
Industries assets, including approximately $125 million of assets in the ACM
Fund as of December 31, 1999.

The ACM Fund is not subject to certain limitations, diversification requirements
and other restrictions imposed under the 1940 Act and the Code to which
Alliance Health Care Fund, as a registered investment company, is subject and
which, if applicable to the ACM Fund, may have adversely affected the
performance results of the ACM Fund.

Set forth below are performance data provided by Alliance relating to the Class
AX shares of the ACM Fund since 1998, when Mr. Fidel began managing that fund.
Performance data are shown annually and cumulatively through December 31, 1999.

ACM International Health Care Fund
----------------------------------

Total Returns
-------------
1988 .................................... 21.82%
1989 .................................... 46.75%
1990 .................................... 25.96%
1991 .................................... 83.07%
1992..................................... -10.46%
1993 .................................... -1.38%
1994 .................................... 13.84%
1995 .................................... 46.49%
1996 .................................... 2.18%
1997 .................................... 23.07%
1998 .................................... 24.29%
1999 .................................... -3.03%

Average Annual Total Return
(for periods ended 12/31/99)
----------------------------

One year ................................ -3.03%
Five years .............................. 17.29%
Ten years ............................... 17.80%

Cumulative Total Return of the ACM Fund from
12/31/87 to 12/31/99: 820.10%

The Funds' SAIs have more detailed information about Alliance and other Fund
service providers.

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

HOW THE FUNDS VALUE THEIR SHARES

Your order for purchase, sale, or exchange of shares is priced at the next NAV
calculated after your order is received in proper form by the Fund.

HOW TO BUY SHARES

You may purchase Advisor Class shares through your financial representative at
NAV. Advisor Class shares are not subject to any initial or contingent sales
charges or distribution expenses. You may purchase and hold shares solely:

o through accounts established under a fee-based program, sponsored and
maintained by a registered broker-dealer or other financial intermediary
and approved by the Fund's principal underwriter, Alliance Fund
Distributors, Inc. or AFD;

o through a self-directed defined contribution employee benefit plan (e.g.,
a 401(k) plan) that has at least 1,000 participants or $25 million in
assets;

o by investment advisory clients of, and certain other persons associated
with, Alliance and its affiliates or the Funds; and

o through registered investment advisers or other financial intermediaries
who charge a management, consulting or other fee for their services and
who purchase shares through a broker or agent approved by AFD and clients
of such registered investment advisers or financial intermediaries whose
accounts are linked to the master account of such

53
<PAGE>

investment adviser or financial intermediary on the books of such
approved broker or agent.

Generally, a fee-based program must charge an asset-based or other similar fee
and must invest at least $250,000 in Advisor Class shares to be approved by AFD
for investment in Advisor Class shares. The Fund's Statement of Additional
Information has more detailed information about who may purchase and hold
Advisor Class shares.

A Fund may refuse any order to purchase Advisor Class shares. In particular, the
Funds reserve the right to restrict purchases of Advisor Class shares (including
through exchanges) when there appears to be evidence of a pattern of frequent
purchases and sales made in response to short-term considerations.

HOW TO EXCHANGE SHARES

You may exchange your Advisor Class shares for Advisor Class shares of other
Alliance Mutual Funds. Exchanges of Advisor Class shares are made at the
next-determined NAV, without any sales or service charge. You may request an
exchange by mail or telephone. You must call by 4:00 p.m., Eastern time, to
receive that day's NAV. The Funds may change, suspend, or terminate the
exchange service on 60 days' written notice.

HOW TO SELL SHARES

You may "redeem" your shares (i.e., sell your shares to a Fund) on any day the
Exchange is open, either directly or through your financial intermediary. Your
sales price will be the next-determined NAV after the Fund receives your sales
request in proper form. Normally, proceeds will be sent to you within 7 days. If
you recently purchased your shares by check or electronic funds transfer, your
redemption payment may be delayed until the Fund is reasonably satisfied that
the check or electronic funds transfer has been collected (which may take up to
15 days). If you are in doubt about what procedures or documents are required by
your fee-based program or employee benefit plan to sell your shares, you should
contact your financial representative.

o Selling Shares Through Your Financial Representative

Your financial representative must receive your sales request by 4:00 p.m.,
Eastern time, and submit it to the Fund by 5:00 p.m., Eastern time, for you to
receive that day's NAV. Your financial representative is responsible for
submitting all necessary documentation to the Fund and may charge you for this
service.

o Selling Shares Directly to the Fund

By Mail:

-- Send a signed letter of instruction or stock power, along with
certificates, to:

Alliance Fund Services, Inc.
P.O. Box 1520
Secaucus, N.J. 07906-1520
800-221-5672

By Telephone:

-- You may redeem your shares for which no stock certificates have been
issued by telephone request. Call AFS at 800-221-5672 with
instructions on how you wish to receive your sale proceeds.

-- A telephone redemption request must be received by 4:00 p.m.,
Eastern time, for you to receive that day's NAV.

-- If you have selected electronic funds transfer in your Shareholder
Application, the redemption proceeds will be sent directly to your
bank. Otherwise, the proceeds will be mailed to you.

-- Redemption requests by electronic funds transfer may not exceed
$100,000 per day and redemption requests by check cannot exceed
$50,000 per day.

OTHER

If you are a Fund shareholder through an account established under a fee-based
program, your fee-based program may impose requirements with respect to the
purchase, sale, or exchange of Advisor Class shares of a Fund that are different
from those described in this prospectus. A transaction, service, administrative
or other similar fee may be charged by your broker-dealer, agent, financial
intermediary or other financial representative with respect to the purchase,
sale or exchange of Advisor Class shares made through such financial
representative. Such financial intermediaries may also impose requirements with
respect to the purchase, sale or exchange of shares that are different from, or
in addition to, those imposed by a Fund, including requirements as to the
minimum initial and subsequent investment amounts.

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

54
<PAGE>

of the dividend or distribution equal to the cash amount of the dividend or
distribution. You may make an election to receive dividends and distributions
in cash or in shares at the time you purchase shares. Your election can be
changed at any time prior to a record date for a dividend. There is no sales
or other charge in connection with the reinvestment of dividends or capital
gains distributions. Cash dividends may be paid in check, or at your election,
electronically via the ACH network. There is no sales or other charge on the
reinvestment of Fund dividends and distributions.

While it is the intention of each Fund to distribute to its shareholders
substantially all of each fiscal year's net income and net realized capital
gains, if any, the amount and time of any dividend or distribution will depend
on the realization by the Fund of income and capital gains from investments.
There is no fixed dividend rate and there can be no assurance that a Fund will
pay any dividends or realize any capital gains. Since REITs pay distributions
based on cash flow, without regard to depreciation and amortization, it is
likely that a portion of the distributions paid to Alliance Real Estate
Investment Fund and subsequently distributed to shareholders may be a nontaxable
return of capital. The final determination of the amount of a Fund's return of
capital distributions for the period will be made after the end of each calendar
year.

If you buy shares just before a Fund deducts a distribution from its NAV, you
will pay the full price for the shares and then receive a portion of the price
back as a taxable distribution.

The sale or exchange of Fund shares is a taxable transaction for Federal income
tax purposes.

- --------------------------------------------------------------------------------
CONVERSION FEATURE
- --------------------------------------------------------------------------------

Conversion

As described above, Advisor Class shares may be held solely through certain
fee-based program accounts, employee benefit plans and registered investment
advisory or other financial intermediary relationships, and by investment
advisory clients of, and certain persons associated with, Alliance and its
affiliates or the Funds. If a holder of Advisor Class shares (i) ceases to
participate in the fee-based program or plan, or to be associated with an
eligible investment advisor or financial intermediary or (ii) is otherwise no
longer eligible to purchase Advisor Class shares (each a "Conversion Event"),
then all Advisor Class shares held by the shareholder will convert automatically
to Class A shares of the same Fund. The Fund will provide the shareholder with
at least 30 days advance notice of such conversion. The failure of a shareholder
or a fee-based program to satisfy the minimum investment requirements to
purchase Advisor Class shares will not constitute a Conversion Event. The
conversion would occur on the basis of the relative NAV of the two classes and
without the imposition of any sales load, fee or other charge.

Description of Class A Shares

The Class A shares of each Fund have a distribution fee of .30% under the Fund's
Rule 12b-1 plan that allows the Fund to pay distribution and service fees for
the distribution and sale of its shares. Because this fee is paid out of the
Fund's assets, Class A shares have a higher expense ratio and may pay lower
dividends and may have a lower NAV than Advisor Class shares.

55
<PAGE>

- --------------------------------------------------------------------------------
GENERAL INFORMATION
- --------------------------------------------------------------------------------

56
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

57
<PAGE>

Alliance Growth Fund
Year ended 10/31/99... $47.47 $ .02(b) $13.10 $13.12 $ 0.00 $ 0.00 $ (3.71)
Year ended 10/31/98... 44.08 .08(b) 6.22 6.30 0.00 0.00 (2.91)
Year ended 10/31/97... 34.91 (.05)(b) 10.25 10.20 0.00 0.00 (1.03)
10/2/96+ to 10/31/96.. 34.14 0.00 .77 .77 0.00 0.00 0.00

Alliance Technology Fund
Year ended 11/30/99... $69.04 $(.68)(b) $49.40 $48.72 $ 0.00 $ 0.00 $ (5.17)
Year ended 11/30/98... 54.63 (.50)(b) 15.49 14.99 0.00 0.00 (.58)
Year ended 11/30/97... 51.17 (.45)(b) 4.33 3.88 0.00 0.00 (.42)
10/2/96+ to 11/30/96.. 47.32 (.05)(b) 3.90 3.85 0.00 0.00 0.00

Alliance Quasar Fund
Year ended 9/30/99.... $22.37 $(.15)(b) $ 2.80 $ 2.65 $ 0.00 $ 0.00 $ (1.01)
Year ended 9/30/98.... 30.42 (.09)(b) (6.73) (6.82) 0.00 0.00 (1.23)
10/2/96+ TO 9/30/97... 27.82 (.17)(b) 6.88 6.71 0.00 0.00 (4.11)

The Alliance Fund
Year ended 11/30/99... $ 5.98 $(.01)(b) $ 2.00 $ 1.99 $ 0.00 $ 0.00 $ (.39)
Year ended 11/30/98... 8.69 (.01)(b) (.53) (.54) 0.00 0.00 (2.17)
Year ended 11/30/97... 7.71 (.02)(b) 2.10 2.08 (.04) 0.00 (1.06)
10/2/96+ to 11/30/96.. 6.99 0.00 .72 .72 0.00 0.00 0.00

Alliance Growth and
Income Fund
Year ended 10/31/99... $ 3.44 $ .04(b) $ .63 $ .67 $ (.04) $ (.01) $ (.35)
Year ended 10/31/98... 3.48 .04(b) .43 .47 (.05) 0.00 (.46)
Year ended 10/31/97... 3.00 .05(b) .87 .92 (0.06) 0.00 (.38)
10/2/96+ to 10/31/96.. 2.97 0.00 .03 .03 0.00 0.00 0.00

Alliance Balanced Shares
Year ended 7/31/99.... $15.98 $ .39(b) $ 1.29 $ 1.68 $ (.37) $ 0.00 $ (1.65)
Year ended 7/31/98.... 16.17 .37(b) 1.87 2.24 (.36) 0.00 (2.07)
10/2/96+ to 7/31/97... 14.79 .23(b) 3.22 3.45 (.27) 0.00 (1.80)

Alliance Utility
Income Fund
Year ended 11/30/99... $14.70 $ .42(b)(c) $ 2.52 $ 2.94 $ (.35) $ 0.00 $ (.34)
Year ended 11/30/98... 12.49 .37(b)(c) 2.66 3.03 (.35) 0.00 (.47)
Year ended 11/30/97... 10.59 .36(b)(c) 2.04 2.40 (.37) 0.00 (.13)
10/2/96+ to 11/30/96.. 9.95 .03(b)(c) .61 .64 0.00 0.00 0.00

Alliance Real Estate
Investment Fund
Year ended 8/31/99.... $10.48 $ .48(b) $ (.05) $ .43 $ (.50)(f) $ (.11) $ (.10)
Year ended 8/31/98.... 12.82 .55(b) (2.34) (1.79) (.54) 0.00 (.01)
10/1/96+ to 8/31/97... 10.00 .35(b) 2.88 3.23 (.41)(f) 0.00 0.00

Alliance New Europe Fund
Year ended 7/31/99.... $21.79 $ .13(b) $ (.78) $ (.65) $ 0.00 $ 0.00 $ (2.56)
Year ended 7/31/98.... 18.57 .08(b) 5.28 5.36 0.00 (.09) (2.05)
10/2/96+ to 7/31/97... 16.25 .11(b) 3.76 3.87 (.09) (.14) (1.32)

Alliance Worldwide
Privatization Fund
Year ended 6/30/99.... $12.63 $ .02(b) $ .93 $ .95 $ (.17) $ 0.00 $ (1.64)
Year ended 6/30/98.... 13.23 .19(b) .80 .99 (.23) 0.00 (1.36)
10/2/96+ to 6/30/97... 12.14 .18(b) 2.52 2.70 (.19) 0.00 (1.42)

Alliance International
Premier Growth Fund
Year ended 11/30/99... $ 9.64 $(.12)(b)(c) $ 3.75 $ 3.63 $ 0.00 $ 0.00 $ 0.00
3/3/98+ to 11/30/98... 10.00 .01(b)(c) (.37) (.36) 0.00 0.00 0.00

Alliance Global
Small Cap Fund
Year ended 7/31/99.... $12.20 $ (.07)(b) $ .77 $ .70 $ 0.00 $ 0.00 $ (1.16)
Year ended 7/31/98.... 12.89 (.07)(b) .37 .30 0.00 0.00 (.99)
10/2/96+ to 7/31/97... 12.56 (.08)(b) 1.97 1.89 0.00 0.00 (1.56)

Alliance International Fund
Year ended 6/30/99.... $18.54 $ .01(b)(c) $ (.75) $ (.74) $ (.01) $ (.51) $ (1.04)
Year ended 6/30/98.... 18.67 .02(b)(c) 1.13 1.15 (.02) (.05) (1.21)
10/2/96+ to 6/30/97... 17.96 .16(b) 1.78 1.94 (.15) 0.00 (1.08)

Alliance Greater
China '97 Fund
Year ended 7/31/99.... $ 4.85 $ .04(b)(c) $ 3.35 $ 3.39 $ 0.00 $ 0.00 $ 0.00
9/3/97+ to 7/31/98.... 10.00 .10(b)(c) (5.18) (5.08) (.07) 0.00 0.00
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Please refer to the footnotes on page 60.

58
<PAGE>

Alliance Growth Fund
Year ended 10/31/99... $(3.71) $ 56.88 29.08% $142,720 .88% .03% 62%
Year ended 10/31/98... (2.91) 47.47 14.92 174,745 .93(e) .17 61
Year ended 10/31/97... (1.03) 44.08 29.92 101,205 .98(e) (.12) 48
10/2/96+ to 10/31/96.. 0.00 34.91 2.26 946 1.26* 0.50 46

Alliance Technology Fund
Year ended 11/30/99... $(5.17) $112.59 75.22% $330,404 1.35%(e) (.78)% 54%
Year ended 11/30/98... (.58) 69.04 27.73 230,295 1.37(e) (.84) 67
Year ended 11/30/97... (.42) 54.63 7.65 167,120 1.39(e) (.81) 51
10/2/96+ to 11/30/96.. 0.00 51.17 8.14 566 1.75* (1.21)* 30

Alliance Quasar Fund
Year ended 9/30/99.... $(1.01) $ 24.01 12.16% $164,671 1.42%(e) (.62)% 91%
Year ended 9/30/98.... (1.23) 22.37 (23.24) 175,037 1.38(e) (.32) 109
10/2/96+ TO 9/30/97... (4.11) 30.42 28.47 62,455 1.58* (.74)* 135

The Alliance Fund
Year ended 11/30/99... $ (.39) $ 7.58 35.66% $ 9,970 .85% (.20)% 97%
Year ended 11/30/98... (2.17) 5.98 (8.19) 11,305 .83 (.16) 106
Year ended 11/30/97... (1.10) 8.69 32.00 10,275 .83 (.21) 158
10/2/96+ to 11/30/96.. 0.00 7.71 10.30 1,083 .89* 0.38* 80

Alliance Growth and
Income Fund
Year ended 10/31/99... $ (.40) $ 3.71 21.03% $ 39,739 .68% 1.12% 48%
Year ended 10/31/98... (.51) 3.44 14.96 22,786 .76(e) 1.14 89
Year ended 10/31/97... (.44) 3.48 33.61 3,207 .71(e) 1.42 88
10/2/96+ to 10/31/96.. 0.00 3.00 1.01 87 0.37* 3.40* 88

Alliance Balanced Shares
Year ended 7/31/99.... $(2.02) $ 15.64 11.71% $ 2,627 .97%(e) 2.56% 105%
Year ended 7/31/98.... (2.43) 15.98 15.32 2,079 1.06(e) 2.33 145
10/2/96+ to 7/31/97... (2.07) 16.17 25.96 1,565 1.30(e)* 2.15* 207

Alliance Utility
Income Fund
Year ended 11/30/99... $ (.69) $ 16.95 20.62% $ 1,532 1.20%(d) 2.55% 19%
Year ended 11/30/98... (.82) 14.70 25.34 523 1.20(d) 2.83 16
Year ended 11/30/97... (.50) 12.49 23.57 42 1.20(d) 3.28 37
10/2/96+ to 11/30/96.. 0.00 10.59 6.33 33 1.20(d)* 4.02* 98

Alliance Real Estate
Investment Fund
Year ended 8/31/99.... $ (.71) $ 10.20 4.18% $ 2,270 1.30% 4.75% 29%
Year ended 8/31/98.... (.55) 10.48 (14.74) 2,899 1.25 4.08 23
10/1/96+ to 8/31/97... (.41) 12.82 32.72 2,313 1.45(d)(e)* 3.07* 20

Alliance New Europe Fund
Year ended 7/31/99.... $(2.56) $ 18.58 (2.54)% $ 4,778 1.51%(e) .68% 89%
Year ended 7/31/98.... (2.14) 21.79 32.55 3,143 1.56(e) .39 99
10/2/96+ to 7/31/97... (1.55) 18.57 25.76 4,130 1.71(e)* .77* 89

Alliance Worldwide
Privatization Fund
Year ended 6/30/99.... $(1.81) $ 11.77 10.12% $ 1,610 1.62%(e) .37% 58%
Year ended 6/30/98.... (1.59) 12.63 9.48 1,716 1.45 1.48 53
10/2/96+ to 6/30/97... (1.61) 13.23 25.24 374 1.96* 2.97* 48

Alliance International
Premier Growth Fund
Year ended 11/30/99... $ 0.00 $ 13.27 37.66% $ 2,386 2.21%(d)(e) (1.06)% 107%
3/3/98+ to 11/30/98... 0.00 9.64 (3.60) 1,386 2.20(d)* .13* 151

Alliance Global
Small Cap Fund
Year ended 7/31/99.... $(1.16) $ 11.74 7.63% $ 189 2.13(e) (.63)% 120%
Year ended 7/31/98.... (.99) 12.20 2.82 392 1.87(e) (.57) 113
10/2/96+ to 7/31/97... (1.56) 12.89 17.08 333 2.05(e)* (.84)* 129

Alliance International Fund
Year ended 6/30/99.... $(1.56) $ 16.24 (3.62)% $ 33,949 1.57%(e) .04%(c) 178%
Year ended 6/30/98.... (1.28) 18.54 6.98 47,154 1.47(d) .13(c) 121
10/2/96+ to 6/30/97... (1.23) 18.67 11.57 8,697 1.69(d)(e)* 1.47* 94

Alliance Greater
China '97 Fund
Year ended 7/31/99.... $ 0.00 $ 8.24 69.90% $ 161 2.22%(d)(e) .58% 94%
9/3/97+ to 7/31/98.... (.07) 4.85 (51.06) 60 2.22(d)(e)* 1.51* 58
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

59
<PAGE>

+ Commencement of distribution.
++ unaudited
* Annualized.
(a) 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 the net asset value during the period, and
a 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 returns calculated for periods
of less than one year are not annualized.
(b) Based on average shares outstanding.
(c) Net of fee waiver and expense reimbursement.
(d) Net of expenses assumed and/or waived/reimbursed. If the following Funds
had borne all expenses in their most recent five fiscal years, their
expense ratios, without giving effect to the expense offset arrangement
described in (e) below, would have been as follows:

1996 1997 1998 1999

Alliance All-Asia Investment Fund
Advisor Class 5.54%* 3.43% 4.39% 2.93%

Alliance Utility Income Fund
Advisor Class 3.48%* 3.29% 2.21% 1.41%

Alliance Real Estate Investment Fund
Advisor Class -- 1.47%* -- --

Alliance International Premier Growth Fund
Advisor Class -- -- 6.28%* 2.96%

Alliance International Fund
Advisor Class -- 1.62% 1.70%

Alliance Greater China '97 Fund
Advisor Class -- 18.13%* 19.01

(e) Amounts do not reflect the impact of expense offset arrangements with the
transfer agent. Taking into account such expense offset arrangements, the
rate of expenses to average net assets assuming the assumption and/or
waived reimbursement of expenses described in note (d) above would have
been as follows:

1997 1998 1999

Alliance International Fund
Advisor Class 1.69%* -- 1.55%

Alliance Global Small Cap Fund
Advisor Class 2.04%* 1.84% 2.10%

Alliance New Europe Fund
Advisor Class 1.71%* 1.54% 1.50%

Alliance All-Asia Investment Fund
Advisor Class -- 3.41% 2.43%

Alliance Balanced Shares
Advisor Class 1.29%* 1.05% .96%

Alliance Worldwide Privatization Fund
Advisor Class -- -- 1.61%

Alliance Quasar Fund
Advisor Class -- 1.37% 1.41%

Alliance Real Estate Investment Fund
Advisor Class 1.44%* -- --

Alliance International Premier Growth Fund
Advisor Class -- -- 2.20%

Alliance Growth and Income Fund
Advisor Class .70% .75% --

Alliance Growth Fund
Advisor Class .96% .92% --

Alliance Technology Fund Fund
Advisor Class 1.38% 1.36% 1.34%

Alliance Greater China '97 Fund
Advisor Class -- 2.20%* 2.20%

Alliance Premier Growth Fund
Advisor Class -- 1.25% --

(f) Distributions from net investment income for the years ended 1999 and 1997
include a tax return of capital of $.02 and $.03 respectively.

60
<PAGE>

61
<PAGE>

- --------------------------------------------------------------------------------
APPENDIX A
- --------------------------------------------------------------------------------

The following is additional information about the United Kingdom, Japan and
Greater China countries.

Investment in Japanese Issuers. Investment in securities of Japanese issuers
involves certain considerations not present with investment in securities of
U.S. issuers. As with any investment not denominated in the U.S. Dollar, the
U.S. Dollar value of each Fund's investments denominated in the Japanese yen
will fluctuate with yen-dollar exchange rate movements. Between 1985 and 1995,
the Japanese yen generally appreciated against the U.S. Dollar. Thereafter, the
Japanese yen generally depreciated against the U.S. Dollar until mid-1998, when
it began to appreciate. In September 1999 the Japanese yen reached a 43-month
high against the U.S. Dollar, precipitating a series of interventions by the
Japanese government in the currency market, which have succeeded in slowing
the appreciation of the Japanese yen against the U.S. Dollar.

Since the early 1980s, Japan has consistently recorded large current account
trade surpluses with the U.S. that have caused difficulties in the relations
between the two countries. On October 1, 1994, the U.S. and Japan reached an
agreement that was expected to to more open Japanese markets with respect to
trade in certain goods and services. Since then, the two countries have agreed
in principle to increase Japanese imports of American automobiles and automotive
parts, as well as other goods and services. Nevertheless, the surpluses have
persisted and it is expected that the friction between the U.S. and Japan with
respect to trade issues will continue for the foreseeable future.

62
<PAGE>

House of Councillors. The LDP formed a new three-party coalition government on
October 5, 1999 that has further strengthened the position of Mr. Obuchi's
administration in the parliament. For the past several years, Japan's banking
industry has been weakened by a significant amount of problem loans. Japan's
banks also have had significant exposure to the recent financial turmoil in
other Asian markets. Following the insolvency of one of Japan's largest banks
in November 1997, the government proposed several plans designed to strengthen
the weakened banking sector. In October 1998, the Japanese parliament approved
several new laws that made $508 billion in public funds available to increase
the capital of Japanese banks, to guarantee depositors' accounts and to
nationalize the weakest banks. It is unclear whether these laws will achieve
their intended effect. For further information regarding Japan, see the SAIs
of Alliance International Fund and Alliance All-Asia Investment Fund.

The rapidity and erratic nature of the growth have resulted in inefficiencies
and dislocations, including at times high rates of inflation.

China is heavily dependent on foreign trade, particularly with Japan, the U.S.,
South Korea and Taiwan, as well as trade with Hong Kong. Political developments
adverse to its trading partners, as well as political and social repression,
could cause the U.S. and others to alter their trading policy towards China.
In November 1999, however, China and the U.S. signed an agreement that is
expected to facilitate China's entry into the World Trade Organization and to
provide it with permanent normal trade relations (formerly known as most
favored nation status) with the U.S., which is cirrently subject to annual
review. The agreement is subject to the approval of the legislatures of both
countries. With much of China's trading activity being funneled through
Hong Kong and with trade through Taiwan becoming increasingly significant,
any sizable reduction in demand for goods from China would have negative
implications for both countries. China is believed to be the largest investor
in Hong Kong and its markets and an economic downturn in China would be
expected to reverberate through Hong Kong's markets as well.

China has committed by treaty to preserve Hong Kong's autonomy and its economic,
political and social freedoms for fifty years from the July 1, 1997 transfer of
sovereignty from Great Britain to China. Hong Kong is headed by a chief
executive, appointed by the central government of China, whose power is checked
by both the government of China and a Legislative Council. Although Hong Kong
voters voted overwhelmingly for pro-democracy candidates in the May 1998
election, it remains possible that China could exert its authority so as to
alter the economic structure, political structure or existing social policy of
Hong Kong. Investor and business confidence in Hong Kong can be significantly
affected by such developments, which in turn can affect markets and business
performance. In this connection, it is noted that a substantial portion of the
companies listed on the Hong Kong Stock Exchange are involved in real
estate-related activities. The securities markets of China and to a lesser
extent Taiwan, are relatively small, with the majority of market capitalization
and trading volume concentrated in a limited number of companies representing a
small number of industries. Consequently, Alliance Greater China '97 Fund may
experience greater price volatility and significantly lower liquidity than a
portfolio invested solely in equity securities of U.S. companies. These markets

63
<PAGE>

may be subject to greater influence by adverse events generally affecting the
market, and by large investors trading significant blocks of securities, than
is usual in the U.S. Securities settlements may in some instances be subject
to delays and related administrative uncertainties.

64
<PAGE>

For more information about the Funds, the following documents are available upon
request:

o Annual/Semi-Annual Reports to Shareholders

o Statement of Additional Information (SAI)

By Mail: c/o Alliance Fund Services, Inc.
P.O. Box 1520
Secaucus, N.J. 07096-1520

By Phone: For Information: (800) 221-5672
For Literature: (800) 227-4618

Or you may view or obtain these documents from the Commission:

o Call the Commission at 1-202-942-8090 for information on the operation
of the Public Reference Room.

o Reports and other information about the Fund are available on the EDGAR
Database on the Commission's Internet site at http://www.sec.gov

o Copies of the information may be obtained, after paying a duplicating fee,
by electronic request at [email protected], or by writing the
Commission's Public Reference Section, Wash, DC 20549-0102

You also may find more information about Alliance and the Funds on the internet
at www.Alliancecapital.com

- ---------------------------
Alliance Stock Funds
Subscription Application
- Advisor Class
- ---------------------------

The Alliance Fund
Growth Fund
Health Care Fund
Premier Growth Fund
Technology Fund
Quasar Fund
International Fund
International Premier Growth Fund
Worldwide Privatization Fund
New Europe Fund
All-Asia Investment Fund
Greater China '97 Fund
Global Small Cap Fund
Global Environment Fund
Balanced Shares
Utility Income Fund
Growth & Income Fund
Real Estate Investment Fund

To Open Your New Alliance Account...

Please complete the application and mail it to:

Alliance Fund Services, Inc.
P.O. Box 1520
Secaucus, New Jersey 07096-1520

For certified or overnight deliveries, send to:

Alliance Fund Services, Inc.
500 Plaza Drive
Secaucus, New Jersey 07094

Section 1 Your Account Registration

(Required)

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

o Individuals, Joint Tenants, Transfer on Death and Gift/Transfer to a
Minor:

o Indicate your name(s) exactly as it appears on your social
security card.

o Transfer on Death:

o Ensure that your state participates

o Trust/Other:

o Indicate the name of the entity exactly as it appeared on the
notice you received from the IRS when your Employer
Identification number was assigned.

Section 2 Your Address (Required) Complete in full.

o Non-Resident Alien:

o Indicate your permanent country of residence.

Section 3 Your Initial Investment (Required)

For each fund in which you are investing: (1) Write the three digit fund number
in the column titled 'Indicate three digit fund number located below'.

(2) Write the dollar amount of your initial purchase in the column titled
'Indicate Dollar Amount'.

(3) Check off a distribution option for your dividends.

(4) Check off a distribution option for your capital gains. All distributions
(dividends and capital gains) will be reinvested into your fund account unless
you direct otherwise. If you want distributions sent directly to your bank
account, then you must complete Section 4D and attach a preprinted, voided check
for that account. If you want your distributions sent to a third party you must
complete Section 4E.

Section 4 Your Shareholder Options

(Complete only those options you want)

B. Telephone Transactions via EFT - Complete this option if you would like to be
able to transact via telephone between your fund account and your bank account.

Section 5 Shareholder Authorization

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

If We Can Assist You In Any Way, Please Do Not Hesitate To Call Us At: (800)
221-5672 or (201) 553-3300.

Or Visit Our Website At:
www.alliancecapital.com

-----------------------------------
For Literature Call: (800) 227-4618
-----------------------------------
<PAGE>

The Alliance Stock Funds Subscription Application

- - Advisor Class