ALLIANCE GROWTH
INVESTORS FUND
AND
ALLIANCE
CONSERVATIVE
INVESTORS FUND
SEMI- ANNUAL REPORT
OCTOBER 31, 1999
ALLIANCE CAPITAL
LETTER TO SHAREHOLDERS
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
December 27, 1999
Dear Shareholder:
This semi-annual shareholder report reviews the investment results and market
activity for Alliance Growth Investors Fund and Alliance Conservative Investors
Fund for the period ended October 31, 1999.
ECONOMIC AND MARKET ENVIRONMENT
The global economic environment is transformed from that which existed twelve
months ago. Deflationary risk and severely desynchronized major economies have
been replaced by global growth and quickly rising commodity prices. Many of the
early indications of this emerging pattern were noted in our last report. Most
of the developments which they suggested have come to pass. Perhaps the more
revealing inquiry is not into what has happened but what has not.
Consensus Forecasts' prediction for growth in real gross domestic product (GDP)
in 1999 has changed from 1.5% in the April 1999 survey to 2.4% in the October
survey. This increase in global growth has had predictable effects. Oil, gold
and platinum prices have risen dramatically. Commodity related stocks have
consequently been amongst the best performers.
Developments in individual economies have led to even more dramatic revisions
to consensus opinion, and nowhere more so than in Japan. Whereas six months ago
we saw only slight signs of stabilization, if any, and it was widely believed
that the economy would continue to contract for at least a year, now the
surprising strength of production and the extent of corporate rationalization
have made positive GDP growth in 1999 a virtual certainty. While the Japanese
economy remains in a delicate condition, the reduction in the personal savings
ratio holds out the prospect of a consumption recovery next year to complement
the production recovery of this year.
Growth has also returned to the Euroland economies where the high consumer
confidence, which persisted through the export downturn of last winter, has
been rejoined by industrial confidence. This latter seems fully justified by a
sharp increase in exports and export orders, which have benefited from the
persistent weakness of the euro. The benign outlook for inflation in the major
economies of Europe suggests that the historically loose monetary policy
currently being exercised can continue for some time.
What appears not to have happened is the stymieing of U.S. expansion by the
emergence of damaging levels of inflation. Of course, U.S. equities, taken in
aggregate, have not been appreciating at as fast a pace this year as they have
in previous years. On the other hand, GDP growth remains very strong and
productivity data continues to suggest that there is some substance to all the
talk of a new economic paradigm. It remains to be seen just how long the
expansion can continue, but it must be noted that inflation is rising (3.6%
annualized over the past three months) and inflationary pressure will continue
to be exerted through commodity and import prices as other economies grow.
Higher global economic activity almost certainly means higher global interest
rates, particularly as the U.S. economy shows few signs of moderating.
Historically, this has been an environment in which both bonds and equities
have underperformed their long term averages. With valuations very high by past
standards, your Fund's portfolio holds fewer equities than it did a year ago.
Overseas equities are overrepresented compared to the past. This reflects lower
interest risk outside the U.S., as well as what we consider to be better
prospects for corporate restructuring. Selectively, we have added positions in
commodity sensitive stocks during the period under review.
INVESTMENT RESULTS FOR ALLIANCE GROWTH INVESTORS FUND
Investment returns for the Alliance Growth Investors Fund for the six- and
twelve-month periods ended October 31, 1999 are outlined in the following
table. For comparison purposes, we have also included performance for the broad
U.S. stock market, as represented by the S&P 500, and for the Fund's
benchmark--a 70%/30% Composite of the S&P 500 and the Lehman Brothers Aggregate
Bond Index, respectively.
As shown, over the six- and twelve-month periods ended October 31, 1999,
Alliance Growth Investors Fund Class A shares appreciated 1.96% and 18.47%,
respectively.
The Alliance Growth Investors Fund exceeded its benchmark for both periods.
Strong performance in Japanese equities and good selection of Japanese stocks
along with
1
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
good country selection in Europe has helped the Fund to achieve an
outperformance in our equity investments.
INVESTMENT RESULTS*
Periods Ended October 31, 1999
TOTAL RETURNS
6 MONTHS 12 MONTHS
-------- ---------
ALLIANCE GROWTH
INVESTORS FUND
Class A 1.96% 18.47%
Class B 1.57% 17.56%
Class C 1.64% 17.62%
S&P 500 2.74% 25.66%
LEHMAN BROTHERS AGGREGATE
BOND INDEX -0.15% 0.53%
70%/30% COMPOSITE:
S&P 500 / LEHMAN BROTHERS
AGGREGATE BOND INDEX 1.87% 18.12%
* THE FUND'S INVESTMENT RESULTS ARE TOTAL RETURNS FOR THE PERIODS AND ARE
BASED ON THE NET ASSET VALUE OF EACH CLASS OF SHARES AS OF OCTOBER 31, 1999.
ALL FEES AND EXPENSES RELATED TO THE OPERATION OF THE FUND HAVE BEEN DEDUCTED,
BUT NO ADJUSTMENT HAS BEEN MADE FOR SALES CHARGES THAT MAY APPLY WHEN SHARES
ARE PURCHASED OR REDEEMED. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.
THE S&P 500 IS AN UNMANAGED INDEX OF 500 U.S. COMPANIES. THE UNMANAGED
LEHMAN BROTHERS AGGREGATE BOND INDEX IS COMPOSED OF THE LEHMAN BROTHERS
MORTGAGE-BACKED SECURITIES INDEX, THE LEHMAN BROTHERS ASSET-BACKED SECURITIES
INDEX AND THE LEHMAN BROTHERS GOVERNMENT/ CORPORATE BOND INDEX. IT IS A BROAD
MEASURE OF THE PERFORMANCE OF TAXABLE BONDS IN THE U.S. MARKET, WITH MATURITIES
OF AT LEAST ONE YEAR. THE 70%/30% COMPOSITE IS A BLEND OF BOTH THE S&P 500 AND
THE LEHMAN BROTHERS AGGREGATE BOND INDEX WITH A 70%/30% WEIGHTING,
RESPECTIVELY. AN INVESTOR CANNOT INVEST DIRECTLY IN AN INDEX.
ADDITIONAL INVESTMENT RESULTS APPEAR ON PAGE 4.
INVESTMENT RESULTS FOR ALLIANCE CONSERVATIVE INVESTORS FUND
Investment returns for the Alliance Conservative Investors Fund for the six-
and twelve-month periods ended October 31, 1999 are outlined in the following
table. For comparison purposes, we have also included performance for the broad
U.S. bond market, as represented by the Lehman Brothers Aggregate Bond Index,
and for the Fund's benchmark--a 70%/30% Composite of the Lehman Brothers
Aggregate Bond Index and the S&P 500, respectively.
As shown, the return on Class A shares of the Alliance Conservative Investors
Fund over the six and twelve months ending October 31, 1999 were 1.11% and
6.90%, respectively.
The Alliance Conservative Investors Fund outperformed its benchmark over the
six-month period, but underperformed its benchmark over twelve months. Both the
overperformance and the underperformance were the result of the Fund holding an
underweight position in equities during a volatile period which saw a strong
equity performance followed by a period of mixed fortune for stock markets.
INVESTMENT RESULTS*
Periods Ended October 31, 1999
TOTAL RETURNS
6 MONTHS 12 MONTHS
-------- ---------
ALLIANCE CONSERVATIVE
INVESTORS FUND
Class A 1.11% 6.90%
Class B 0.85% 6.26%
Class C 0.77% 6.17%
LEHMAN BROTHERS AGGREGATE
BOND INDEX -0.15% 0.53%
S&P 500 2.74% 25.66%
70%/30% COMPOSITE:
LEHMAN BROTHERS AGGREGATE
BOND INDEX/S&P 500 0.72% 8.07%
* THE FUND'S INVESTMENT RESULTS ARE TOTAL RETURNS FOR THE PERIODS AND ARE
BASED ON THE NET ASSET VALUE OF EACH CLASS OF SHARES AS OF OCTOBER 31, 1999.
ALL FEES AND EXPENSES RELATED TO THE OPERATION OF THE FUND HAVE BEEN DEDUCTED,
BUT NO ADJUSTMENT HAS BEEN MADE FOR SALES CHARGES THAT MAY APPLY WHEN SHARES
ARE PURCHASED OR REDEEMED. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.
2
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
THE LEHMAN BROTHERS AGGREGATE BOND INDEX IS COMPOSED OF THE LEHMAN
BROTHERS MORTGAGE-BACKED SECURITIES INDEX, THE LEHMAN BROTHERS ASSET-BACKED
SECURITIES INDEX AND THE LEHMAN BROTHERS GOVERNMENT/CORPORATE BOND INDEX. THE
70%/30% COMPOSITE IS A BLEND OF BOTH THE LB AGGREGATE BOND INDEX AND THE S&P
500 WITH A 70%/30% WEIGHTING, RESPECTIVELY. THE FUND'S BENCHMARKS ARE
UNMANAGED. AN INVESTOR CANNOT INVEST DIRECTLY IN AN INDEX.
ADDITIONAL INVESTMENT RESULTS APPEAR ON PAGE 5.
We appreciate your investment in Alliance's asset allocation funds and look
forward to reporting their progress to you in the future.
Sincerely,
John D. Carifa
Chairman and President
Nicholas D.P. Carn
Vice President
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, GUARANTEED OR ENDORSED
BY, ANY BANK; FURTHER, SUCH SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
SHARES OF THE FUND INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.
3
INVESTMENT OBJECTIVE AND POLICIES
ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
Alliance Growth Investors Fund seeks to provide highest total return with
reasonable risk through investment in a mix of equity and fixed income
securities. Normally, the Fund will hold approximately 70% of its total assets
in equity securities.
INVESTMENT RESULTS
- -------------------------------------------------------------------------------
NAV AND SEC AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 1999
CLASS A SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 18.47% 13.46%
Five Years 15.95% 14.95%
Since Inception* 13.51% 12.86%
CLASS B SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 17.56% 13.56%
Five Years 15.13% 15.13%
Since Inception* 12.70% 12.70%
CLASS C SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 17.62% 16.62%
Five Years 15.14% 15.14%
Since Inception* 12.09% 12.09%
SEC AVERAGE ANNUAL TOTAL RETURNS AS OF THE MOST RECENT QUARTER-END
(SEPTEMBER 30, 1999)
CLASS A CLASS B CLASS C
------- ------- -------
1 Year 18.69% 18.97% 22.04%
5 Years 14.53% 14.72% 14.73%
Since Inception* 12.56% 12.40% 11.75%
The Fund's investment results represent average annual total returns. The NAV
and SEC returns reflect reinvestment of dividends and/or capital gains
distributions in additional shares without (NAV) and with (SEC) the effect of
the 4.25% maximum front-end sales charge for Class A or applicable contingent
deferred sales charge for Class B (4% year 1, 3% year 2, 2% year 3, 1% year 4);
and for Class C shares (1% year 1). Returns for Class A shares do not reflect
the imposition of the 1 year 1% contingent deferred sales charge for accounts
over $1,000,000.
Past performance does not guarantee future results. Investment return and
principal value will fluctuate so that an investor's shares, when redeemed, may
be worth more or less than their original cost.
* Inception: 5/4/92 Classes A & B; 8/2/93 Class C.
4
INVESTMENT OBJECTIVE AND POLICIES ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
Alliance Conservative Investors Fund seeks to provide high total return without
undue risk to principal through investment in a mix of equity and fixed income
securities. Normally the Fund will hold approximately 70% of its total assets
in fixed income securities.
INVESTMENT RESULTS
- -------------------------------------------------------------------------------
NAV AND SEC AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 1999
CLASS A SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 6.90% 2.35%
Five Years 10.71% 9.75%
Since Inception* 8.60% 7.98%
CLASS B SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 6.26% 2.34%
Five Years 9.95% 9.95%
Since Inception* 7.85% 7.85%
CLASS C SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 6.17% 5.19%
Five Years 9.95% 9.95%
Since Inception* 7.13% 7.13%
SEC AVERAGE ANNUAL TOTAL RETURNS AS OF THE MOST RECENT QUARTER-END
(SEPTEMBER 30, 1999)
CLASS A CLASS B CLASS C
------- ------- -------
1Year 3.94% 3.84% 6.91%
5Years 9.52% 9.73% 9.75%
Since Inception* 7.93% 7.80% 7.10%
The Fund's investment results represent average annual total returns. The NAV
and SEC returns reflect reinvestment of dividends and/or capital gains
distributions in additional shares without (NAV) and with (SEC) the effect of
the 4.25% maximum front-end sales charge for Class A or applicable contingent
deferred sales charge for Class B (4% year 1, 3% year 2, 2% year 3, 1% year 4);
and for Class C shares (1% year 1). Returns for Class A shares do not reflect
the imposition of the 1 year 1% contingent deferred sales charge for accounts
over $1,000,000.
Past performance does not guarantee future results. Investment return and
principal value will fluctuate so that an investor's shares, when redeemed, may
be worth more or less than their original cost.
* Inception: 5/4/92 Classes A & B; 8/2/93 Class C.
5
TEN LARGEST HOLDINGS
OCTOBER 31, 1999 (UNAUDITED) ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
PERCENT OF
COMPANY VALUE NET ASSETS
- -------------------------------------------------------------------------------
U.S. Treasury Notes $ 44,387,471 32.7%
U.S. Treasury Bonds, 6.375%, 8/15/27 7,673,512 5.7
Nokia AB OY Corp. 4,532,291 3.3
Nortel Networks Corp. 2,527,050 1.9
Cisco Systems, Inc. 2,338,400 1.7
Intel Corp. 2,214,712 1.7
Wal-Mart Stores, Inc. 2,199,475 1.6
Home Depot, Inc. 2,181,950 1.6
Microsoft Corp. 2,027,119 1.5
The Procter & Gamble Co. 1,940,188 1.4
$ 72,022,168 53.1%
MAJOR PORTFOLIO CHANGES
SIX MONTHS ENDED OCTOBER 31, 1999 (UNAUDITED)
- -------------------------------------------------------------------------------
SHARES* OR PRINCIPAL
- -------------------------------------------------------------------------------
HOLDINGS
PURCHASES BOUGHT 10/31/99
- -------------------------------------------------------------------------------
Citigroup, Inc. 35,350 35,350
Intel Corp. 28,600 28,600
Johnson & Johnson Co. 18,000 18,000
Nortel Networks Corp. 40,800 40,800
U. S. Treasury Bond, 6.375%, 8/15/27 $7,700,000 $7,700,000
U.S. Treasury Note, 3.625%, 1/15/08 $14,169,088 $14,169,088
U.S. Treasury Note, 4.75%, 2/15/04 $9,000,000 $9,000,000
U.S. Treasury Note, 4.75%, 11/15/08 $3,100,000 $3,100,000
U.S. Treasury Note, 6.50%, 8/31/01 $11,125,000 $14,400,000
U.S. Treasury Note, 6.875%, 5/15/06 $4,200,000 $4,580,000
HOLDINGS
SALES SOLD 10/31/99
- -------------------------------------------------------------------------------
AT&T Corp.-Liberty Media Group Cl.A 52,300 -0-
Bristol-Myers Squibb Co. 52,400 -0-
Chase Manhattan Corp. 43,600 -0-
Kroger Co. 34,900 -0-
Microsoft Corp. 30,500 21,900
Morgan Stanley Dean Witter & Co. 26,200 -0-
Schering-Plough Corp. 43,600 -0-
U.S. Treasury Note, 3.875%, 1/15/09 $13,681,056 -0-
U.S. Treasury Note, 6.00%, 8/15/00 $5,485,000 -0-
U.S. Treasury Note, 6.50%, 5/31/02 $3,570,000 -0-
* Adjusted for stock splits.
6
SECTOR DIVERSIFICATION
OCTOBER 31, 1999 (UNAUDITED) ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
PERCENT OF
U.S. $ VALUE NET ASSETS
- -------------------------------------------------------------------------------
Aerospace & Defense $ 375,100 0.3%
Basic Industry 4,745,045 3.5
Capital Goods 1,963,919 1.4
Consumer Manufacturing 4,038,774 3.0
Consumer Services 9,474,722 7.0
Consumer Staples 6,088,758 4.5
Energy 4,938,363 3.6
Finance 9,481,408 7.0
Healthcare 5,258,385 3.9
Multi Industry 3,350,081 2.5
Technology 16,552,980 12.2
Utilities 2,346,454 1.7
U.S. Government 52,060,983 38.4
Total Investments* 120,674,972 89.0
Cash and receivables,
net of liabilities 14,859,842 11.0
Net Assets $135,534,814 100.0%
* Excludes short-term obligations.
7
TEN LARGEST HOLDINGS
OCTOBER 31, 1999 (UNAUDITED) ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
PERCENT OF
COMPANY VALUE NET ASSETS
- -------------------------------------------------------------------------------
U.S. Treasury Notes $ 37,741,728 61.1%
U.S. Treasury Bonds, 5.50%, 8/15/28 8,626,889 13.9
Nokia AB OY Corp. 846,943 1.4
Nortel Networks Corp. 346,850 0.6
Cisco Systems, Inc. 318,200 0.5
Intel Corp. 302,006 0.5
Wal-Mart Stores, Inc. 294,775 0.5
Home Depot, Inc. 294,450 0.5
Microsoft Corp. 277,688 0.5
NTT Mobile Communications
Network, Inc. 265,656 0.4
$ 49,315,185 79.9%
MAJOR PORTFOLIO CHANGES
SIX MONTHS ENDED OCTOBER 31, 1999 (UNAUDITED)
- -------------------------------------------------------------------------------
SHARES* OR PRINCIPAL
- -------------------------------------------------------------------------------
HOLDINGS
PURCHASES BOUGHT 10/31/99
- -------------------------------------------------------------------------------
Citigroup, Inc. 4,850 4,850
Hewlett-Packard Co. 2,300 2,300
Intel Corp. 3,900 3,900
Lucent Technologies, Inc. 3,300 3,300
Nortel Networks, Corp. 5,600 5,600
U.S. Treasury Bond, 5.50%, 8/15/28 $9,700,000 $9,700,000
U.S. Treasury Note, 4.75%, 2/15/04 $8,500,000 $8,500,000
U.S. Treasury Note, 4.75%, 11/15/08 $3,200,000 $3,200,000
U.S. Treasury Note, 6.50%, 8/31/01 $12,700,000 $15,795,000
United Technologies Corp. 3,100 3,100
HOLDINGS
SALES SOLD 10/31/99
- -------------------------------------------------------------------------------
Bristol-Myers Squibb Co. 8,800 -0-
Chase Manhattan Corp. 5,200 -0-
Schering-Plough Corp. 7,400 -0-
U.S. Treasury Note, 4.25%, 11/15/03 $550,000 -0-
U.S. Treasury Note, 5.25%, 8/15/03 $750,000 -0-
U.S. Treasury Note, 6.00%, 8/15/00 $4,435,000 -0-
U.S. Treasury Note, 6.25%, 4/30/01 $925,000 -0-
U.S. Treasury Note, 6.375%, 5/15/99 $2,700,000 -0-
U.S. Treasury Note, 6.50%, 5/31/02 $1,480,000 -0-
U.S. Treasury Note, 6.875%, 5/15/06 $2,000,000 $4,725,000
* Adjusted for stock splits.
8
SECTOR DIVERSIFICATION
OCTOBER 31, 1999 (UNAUDITED) ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
PERCENT OF
U.S. $ VALUE NET ASSETS
- -------------------------------------------------------------------------------
Aerospace & Defense $ 187,550 0.3%
Basic Industry 718,488 1.2
Capital Goods 404,213 0.7
Consumer Manufacturing 763,095 1.2
Consumer Services 1,407,547 2.3
Consumer Staples 1,055,815 1.7
Energy 693,524 1.1
Finance 1,396,565 2.3
Healthcare 771,814 1.2
Multi Industry 443,812 0.7
Technology 2,807,017 4.6
Utilities 374,817 0.6
U.S. Government 46,368,617 75.0
Total Investments* 57,392,874 92.9
Cash and receivables,
net of liabilities 4,419,524 7.1
Net Assets $61,812,398 100.0%
* Excludes short-term obligations.
9
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1999 (UNAUDITED) ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
COMPANY SHARES U.S. $ VALUE
- -------------------------------------------------------------------------
COMMON STOCKS & OTHER INVESTMENTS-50.6%
UNITED STATES INVESTMENTS-32.6%
TECHNOLOGY-6.1%
COMMUNICATION EQUIPMENT-1.7%
Cisco Systems, Inc. (a) 31,600 $ 2,338,400
COMPUTER HARDWARE-2.9%
Dell Computer Corp. (a) 42,000 1,685,250
Intel Corp. 28,600 2,214,712
------------
3,899,962
COMPUTER SOFTWARE-1.5%
Microsoft Corp. (a) 21,900 2,027,119
------------
8,265,481
FINANCE-4.7%
BANKING - REGIONAL-1.1%
Bank of America Corp. 24,300 1,564,313
INSURANCE-2.8%
American International Group, Inc. 18,375 1,891,476
Citigroup, Inc. 35,350 1,913,319
------------
3,804,795
MISCELLANEOUS-0.8%
MBNA Corp. 38,400 1,060,800
------------
6,429,908
CONSUMER SERVICES-4.5%
RETAIL - GENERAL MERCHANDISE-4.5%
Dayton Hudson Corp. 26,200 1,693,175
Home Depot, Inc. 28,900 2,181,950
Wal-Mart Stores, Inc. 38,800 2,199,475
------------
6,074,600
BASIC INDUSTRY-3.2%
CHEMICALS-1.7%
Du Pont E.I. de Nemours & Co. 16,300 1,050,331
Union Carbide Corp. 20,400 1,244,400
------------
2,294,731
MINING & METALS-0.8%
Alcoa, Inc. 18,000 1,093,500
PAPER & FOREST PRODUCTS-0.7%
International Paper Co. 19,400 1,020,925
------------
4,409,156
ENERGY-3.1%
INTERNATIONAL-1.5%
Chevron Corp. 11,300 1,031,831
Exxon Corp. 12,800 948,000
------------
1,979,831
OIL SERVICE-1.6%
Halliburton Co. 25,900 976,106
Noble Drilling Corp. (a) 55,600 1,233,625
------------
2,209,731
------------
4,189,562
CONSUMER STAPLES-2.6%
BEVERAGES-0.3%
Coca-Cola Co. 6,800 401,200
HOUSEHOLD PRODUCTS-1.4%
Procter & Gamble Co. 18,500 1,940,188
TOBACCO-0.9%
Philip Morris Cos., Inc. 45,600 1,148,550
------------
3,489,938
MULTI INDUSTRY-2.5%
Minnesota Mining & Manufacturing Co. 18,100 1,720,631
Tyco International Ltd. 40,800 1,629,450
------------
3,350,081
10
ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
COMPANY SHARES U.S. $ VALUE
- -------------------------------------------------------------------------
CONSUMER MANUFACTURING-1.5%
AUTO & RELATED-1.5%
Goodyear Tire & Rubber Co. 7,300 $ 301,581
Harley-Davidson, Inc. 28,600 1,696,338
------------
1,997,919
CAPITAL GOODS-1.4%
MACHINERY-1.4%
Allied-Signal, Inc. 27,700 1,577,169
Caterpillar, Inc. 7,000 386,750
------------
1,963,919
HEALTH CARE-1.4%
MEDICAL PRODUCTS-1.4%
Johnson & Johnson Co. 18,000 1,885,500
UTILITIES-1.3%
TELEPHONE UTILITY-1.3%
MCI WorldCom, Inc. (a) 20,500 1,759,156
AEROSPACE & DEFENSE-0.3%
AEROSPACE-0.3%
United Technologies Corp. 6,200 375,100
Total United States Investments
(cost $36,495,867) 44,190,320
FOREIGN INVESTMENTS-18.0%
CANADA-1.9%
Nortel Networks Corp. 40,800 2,527,050
FINLAND-3.3%
Nokia AB OY Corp. 39,600 4,532,291
FRANCE-2.3%
Carrefour, SA 5,730 1,060,770
Sanofi, SA (a) 19,010 838,818
SEITA 9,510 530,164
Total Fina 5,540 748,801
------------
3,178,553
GERMANY-0.3%
ProSieben Media AG pfd. 9,510 390,121
JAPAN-6.2%
Alps Electric Co., Ltd. 4,000 77,491
Bank of Tokyo-Mitsubishi 41,000 679,466
Bridgestone Corp. 15,000 412,870
Canon, Inc. 16,000 452,671
Denso Corp. 8,000 171,094
Fuji Bank, Ltd. 40,000 548,576
Honda Motor Co. 14,000 590,774
Kao Corp. 13,000 396,471
NTT Mobile Communications Network, Inc. 56 1,487,676
Orix Corp. 2,000 268,534
Rohm Co., Ltd. 2,000 448,835
Sankyo Co., Ltd. 6,000 474,729
Sony Corp. 4,000 623,765
Takeda Chemical Industries 7,000 402,129
Tokyo Electron, Ltd. 3,000 249,161
Toyota Motor Corp. 7,000 242,352
Yamanouchi Pharmaceutical Co., Ltd. 18,000 816,534
------------
8,343,128
NETHERLANDS-0.2%
Akzo Nobel NV 7,800 335,889
SPAIN-0.7%
Banco Bilbao Vizcaya, SA 23,800 319,935
Telefonica, SA (a) 35,700 587,298
------------
907,233
SWEDEN-0.5%
AstraZeneca Group Plc 16,007 723,079
SWITZERLAND-1.4%
Nestle, SA 317 611,415
Novartis AG 396 592,325
Zurich Allied AG 1,189 673,166
------------
1,876,906
11
PORTFOLIO OF INVESTMENTS (CONTINUED) ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
SHARES OR
PRINCIPAL
AMOUNT
(000) U.S. $ VALUE
- -------------------------------------------------------------------------
UNITED KINGDOM-1.2%
Royal Bank of Scotland Group 24,422 $ 561,823
United News Media Plc 31,700 303,941
Vodafone Group Plc 159,635 743,655
------------
1,609,419
Total Foreign Investments
(cost $17,151,854) 24,423,669
Total Common Stocks & Other Investments
(cost $53,647,721) 68,613,989
DEBT OBLIGATIONS-38.4%
U.S. GOVERNMENT OBLIGATIONS-38.4%
U.S. Treasury Bonds
6.375%, 8/15/27 $ 7,700 7,673,512
U.S. Treasury Notes
3.625%, 1/15/08 14,169 13,668,777
4.75%, 2/15/04 9,000 8,593,560
4.75%, 11/15/08 3,100 2,805,500
6.50%, 8/31/01 14,400 14,566,464
6.875%, 5/15/06 4,580 4,753,170
Total Debt Obligations
(cost $52,008,938) 52,060,983
SHORT-TERM INVESTMENT-9.4%
TIME DEPOSIT-9.4%
State Street Cayman Islands
4.875%, 11/01/99
(cost $12,707,000) 12,707 12,707,000
TOTAL INVESTMENTS-98.4%
(cost $118,363,659) 133,381,972
Other assets less liabilities-1.6% 2,152,842
NET ASSETS-100% $135,534,814
(a) Non-income producing security.
See notes to financial statements.
12
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1999 (UNAUDITED) ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
COMPANY SHARES U.S. $ VALUE
- -------------------------------------------------------------------------
COMMON STOCKS & OTHER INVESTMENTS-17.9%
UNITED STATES INVESTMENTS-11.3%
TECHNOLOGY-2.5%
COMMUNICATION EQUIPMENT-0.9%
Cisco Systems, Inc. (a) 4,300 $ 318,200
Lucent Technologies, Inc. 3,300 212,025
------------
530,225
COMPUTER HARDWARE-1.1%
Dell Computer Corp. (a) 5,700 228,712
Hewlett-Packard Co. 2,300 170,344
Intel Corp. 3,900 302,006
------------
701,062
COMPUTER SOFTWARE-0.5%
Microsoft Corp. (a) 3,000 277,688
------------
1,508,975
FINANCE-1.5%
BANKING - REGIONAL-0.4%
Bank of America Corp. 3,300 212,437
INSURANCE-0.8%
American International Group, Inc. 2,437 250,859
Citigroup, Inc. 4,850 262,506
------------
513,365
MISCELLANEOUS-0.3%
MBNA Corp. 7,099 196,110
------------
921,912
CONSUMER SERVICES-1.3%
RETAIL - GENERAL MERCHANDISE-1.3%
Dayton Hudson Corp. 3,600 232,650
Home Depot, Inc. 3,900 294,450
Wal-Mart Stores, Inc. 5,200 294,775
------------
821,875
CONSUMER STAPLES-1.0%
BEVERAGES-0.3%
Coca-Cola Co. 3,300 194,700
HOUSEHOLD PRODUCTS-0.4%
Procter & Gamble Co. 2,500 262,188
TOBACCO-0.3%
Philip Morris Cos., Inc. 6,300 158,681
------------
615,569
BASIC INDUSTRY-1.0%
CHEMICALS-0.5%
Du Pont E.I. de Nemours & Co. 2,200 141,762
Union Carbide Corp. 2,800 170,800
------------
312,562
MINING & METALS-0.3%
ALCOA, INC. 2,500 151,875
PAPER & FOREST PRODUCTS-0.2%
International Paper Co. 2,700 142,088
------------
606,525
ENERGY-0.9%
INTERNATIONAL-0.4%
Chevron Corp. 1,500 136,969
Exxon Corp. 1,800 133,312
------------
270,281
OIL SERVICE-0.5%
Halliburton Co. 3,600 135,675
Noble Drilling Corp. (a) 7,600 168,625
------------
304,300
------------
574,581
MULTI INDUSTRY COMPANY-0.7%
Minnesota Mining & Manufacturing Co. 2,400 228,150
Tyco International Ltd. 5,400 215,662
------------
443,812
13
PORTFOLIO OF INVESTMENTS (CONTINUED) ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
COMPANY SHARES U.S. $ VALUE
- -------------------------------------------------------------------------
CAPITAL GOODS-0.7%
MACHINERY-0.7%
Allied-Signal, Inc. 3,800 $ 216,363
Caterpillar, Inc. 3,400 187,850
------------
404,213
CONSUMER MANUFACTURING-0.6%
AUTO & RELATED-0.6%
Goodyear Tire & Rubber Co. 3,700 152,856
Harley-Davidson, Inc. 3,900 231,319
------------
384,175
HEALTH CARE-0.4%
MEDICAL PRODUCTS-0.4%
Johnson & Johnson Co. 2,400 251,400
UTILITIES-0.4%
TELEPHONE UTILITY-0.4%
MCI WorldCom, Inc. (a) 2,700 231,694
AEROSPACE & DEFENSE-0.3%
AEROSPACE-0.3%
United Technologies Corp. 3,100 187,550
Total United States Investments
(cost $5,987,335) 6,952,281
FOREIGN INVESTMENTS-6.6%
CANADA-0.6%
Nortel Networks Corp. 5,600 346,850
FINLAND-1.4%
Nokia AB OY Corp. 7,400 846,943
FRANCE-0.7%
Carrefour, SA 600 111,075
Sanofi, SA (a) 2,960 130,610
SEITA 1,470 81,950
Total Fina 880 118,943
------------
442,578
GERMANY-0.1%
ProSieben Media AG pfd. 1,470 60,303
JAPAN-2.1%
Alps Electric Co., Ltd. 1,000 19,373
Bank of Tokyo-Mitsubishi 7,000 116,006
Bridgestone Corp. 3,000 82,574
Canon, Inc. 3,000 84,876
Denso Corp. 1,000 21,387
Fuji Bank, Ltd. 7,000 96,001
Honda Motor Co. 2,000 84,396
Kao Corp. 2,000 60,995
NTT Mobile Communications Network, Inc. 10 265,656
Sankyo Co., Ltd. 1,000 79,122
Sony Corp. 1,000 155,941
Takeda Chemical
Industries 1,000 57,447
Toyota Motor Corp. 1,000 34,622
Yamanouchi Pharmaceutical Co., Ltd. 3,000 136,089
------------
1,294,485
NETHERLANDS-0.2%
Akzo Nobel NV 2,600 111,963
SPAIN-0.4%
Banco Bilbao Vizcaya, SA 3,700 49,738
Tabacalera, SA Series A 4,400 72,430
Telefonica, SA (a) 8,700 143,123
------------
265,291
SWEDEN-0.2%
AstraZeneca Group Plc 2,623 118,488
SWITZERLAND-0.5%
Nestle, SA 59 113,797
Novartis AG 52 77,780
Zurich Allied AG 221 125,121
------------
316,698
14
ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
SHARES OR
PRINCIPAL
AMOUNT
COMPANY (000) U.S. $ VALUE
- -------------------------------------------------------------------------
UNITED KINGDOM-0.4%
Royal Bank of Scotland Group 3,816 $ 87,786
United News Media Plc 4,400 42,188
Vodafone Group Plc 29,710 138,403
------------
268,377
Total Foreign Investments
(cost $2,892,209) 4,071,976
Total Common Stocks & Other Investments
(cost $8,879,544) 11,024,257
DEBT OBLIGATIONS-75.0%
U.S. GOVERNMENT OBLIGATIONS-75.0%
U.S. Treasury Bonds
5.50%, 8/15/28 $ 9,700 8,626,889
U.S. Treasury Notes
3.875%, 1/15/09 (b) 5,960 5,848,345
4.75%, 2/15/04 8,500 8,116,140
4.75%, 11/15/08 3,200 2,896,000
6.50%, 8/31/01 15,795 15,977,590
6.875%, 5/15/06 4,725 4,903,653
Total Debt Obligations
(cost $47,113,971) 46,368,617
SHORT-TERM INVESTMENTS-4.6%
GERMANY-1.7%
German Treasury Bill
0.01%, 4/14/00 1,000 1,052,458
TIME DEPOSIT-2.9%
State Street Cayman Islands
4.875%, 11/01/99 1,798 1,798,000
Total Short-Term Investments
(amortized cost $2,850,458) 2,850,458
TOTAL INVESTMENTS-97.5%
(cost $58,843,973) 60,243,332
Other assets less liabilities-2.5% 1,569,066
NET ASSETS-100% $61,812,398
(a) Non-income producing security.
(b) Treasury Inflation Protection Securities.
See notes to financial statements.
15
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1999 (UNAUDITED)
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
GROWTH CONSERVATIVE
INVESTORS INVESTORS
FUND FUND
------------- ------------
ASSETS
Investments in securities, at value
(cost $118,363,659 and $58,843,973,
respectively) $133,381,972 $60,243,332
Cash 473 377
Foreign cash, at value (cost $893,631 and
$1,001,235, respectively) 883,947 978,497
Receivable for investment securities and
foreign currency sold 22,138,429 -0-
Interest and dividends receivable 757,018 668,794
Receivable for shares of beneficial
interest sold 119,029 147,915
Foreign taxes receivable 37,070 5,273
Total assets 157,317,938 62,044,188
LIABILITIES
Payable for investment securities and
foreign currency purchased 21,404,231 -0-
Advisory fee payable 84,037 17,379
Distribution fee payable 83,376 39,533
Payable for shares of beneficial
interest redeemed 25,611 63,763
Accrued expenses 185,869 111,115
Total liabilities 21,783,124 231,790
NET ASSETS $135,534,814 $61,812,398
COMPOSITION OF NET ASSETS
Shares of beneficial interest, at par $84 $51
Additional paid-in capital 102,355,083 56,683,001
Undistributed net investment income 822,022 388,231
Accumulated net realized gain on
investments and foreign currency
transactions 17,355,610 3,367,438
Net unrealized appreciation of investments
and foreign currency denominated assets
and liabilities 15,002,015 1,373,677
$135,534,814 $61,812,398
CALCULATION OF MAXIMUM OFFERING PRICE
CLASS A SHARES
Net asset value and redemption price
per share ($49,631,678 / 3,081,296 and
$20,521,440 / 1,728,279 shares of
beneficial interest issued and
outstanding, respectively) $16.11 $11.87
Sales charge -- 4.25% of public
offering price .72 .53
Maximum offering price $16.83 $12.40
CLASS B SHARES
Net asset value and offering price
per share ($74,938,861 / 4,646,840 and
$35,392,110 / 2,921,030 shares of
beneficial interest issued and
outstanding, respectively) $16.13 $12.12
CLASS C SHARES
Net asset value and offering price
per share ($10,964,275 / 679,400 and
$5,898,848 / 486,672 shares of
beneficial interest issued and
outstanding, respectively) $16.14 $12.12
See notes to financial statements.
16
STATEMENT OF OPERATIONS
SIX MONTHS ENDED OCTOBER 31, 1999 (UNAUDITED)
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
GROWTH CONSERVATIVE
INVESTORS INVESTORS
FUND FUND
---------- ------------
INVESTMENT INCOME
Interest $ 1,845,685 $ 1,471,565
Dividends (net of foreign tax withheld of
$18,080 and $2,792, respectively) 390,561 56,438
Total income 2,236,246 1,528,003
EXPENSES
Advisory fee 503,397 224,494
Distribution fee - Class A 72,213 29,935
Distribution fee - Class B 379,164 171,314
Distribution fee - Class C 51,323 28,227
Transfer agency 105,948 64,472
Custodian 59,948 54,163
Printing 41,312 16,600
Audit and legal 27,058 20,017
Registration 19,792 14,914
Trustees' fees 10,000 7,000
Miscellaneous 5,484 3,192
Total expenses 1,275,639 634,328
Less: expenses waived and assumed by
adviser (See Note B) -0- (75,594)
Less: expense offset arrangement
(See Note B) (7,290) -0-
Net expenses 1,268,349 558,734
Net investment income 967,897 969,269
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS AND FOREIGN CURRENCY
TRANSACTIONS
Net realized gain on investment
transactions 10,490,282 1,468,104
Net realized loss on foreign currency
transactions (156,760) (36,963)
Net change in unrealized appreciation/
depreciation of:
Investments (9,039,748) (1,796,576)
Foreign currency denominated assets and
liabilities (9,295) (22,667)
Net gain (loss) on investments and foreign
currency transactions 1,284,479 (388,102)
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 2,252,376 $ 581,167
See notes to financial statements.
17
STATEMENT OF CHANGES IN NET ASSETS
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
<TABLE>
<CAPTION>
GROWTH INVESTORS FUND CONSERVATIVE INVESTORS FUND
---------------------------------------------------------
SIX MONTHS SIX MONTHS
ENDED ENDED
OCT. 31, 1999 YEAR ENDED OCT. 31, 1999 YEAR ENDED
(UNAUDITED) APR. 30, 1999 (UNAUDITED) APR. 30, 1999
------------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS FROM OPERATIONS
Net investment income $ 967,897 $ 749,748 $ 969,269 $ 1,273,397
Net realized gain on investments and
foreign currency transactions 10,333,522 12,769,703 1,431,141 3,425,696
Net change in unrealized appreciation
(depreciation) of investments and
foreign currency denominated assets
and liabilities (9,049,043) 4,691,829 (1,819,243) (1,015,940)
Net increase in net assets
from operations 2,252,376 18,211,280 581,167 3,683,153
DIVIDENDS AND DISTRIBUTIONS
TO SHAREHOLDERS FROM:
Net investment income
Class A -0- (418,359) (235,024) (466,063)
Class B -0- (295,401) (291,519) (687,634)
Class C -0- (35,988) (47,827) (119,700)
Distribution in excess of net
investment income
Class A -0- (214,001) -0- (61,173)
Class B -0- (150,826) -0- (89,189)
Class C -0- (17,942) -0- (15,332)
Net realized gain on investments
Class A -0- (3,526,765) -0- (804,489)
Class B -0- (6,296,282) -0- (1,442,985)
Class C -0- (761,076) -0- (254,273)
TRANSACTIONS IN SHARES
OF BENEFICIAL INTEREST
Net increase (decrease) (1,806,897) 14,418,907 6,447,465 11,307,818
Total increase 445,479 20,913,547 6,454,262 11,050,133
NET ASSETS
Beginning of year 135,089,335 114,175,788 55,358,136 44,308,003
End of period (including
undistributed net investment
income of $822,022 and
$388,231, respectively, at
October 31, 1999) $135,534,814 $135,089,335 $61,812,398 $55,358,136
</TABLE>
See notes to financial statements.
18
NOTES TO FINANCIAL STATEMENTS
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Growth Investors Fund and Alliance Conservative Investors Fund (the
"Funds"), two series of The Alliance Portfolios (the "Trust"), are registered
under the Investment Company Act of 1940 as diversified, open-end investment
companies. The Funds offer Class A, Class B and Class C shares. Class A shares
are sold with a front-end sales charge of up to 4.25% for purchases not
exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A
shares redeemed within one year of purchase may be subject to a contingent
deferred sales charge of 1%. Class B shares are currently sold with a
contingent deferred sales charge which declines from 4% to zero depending on
the period of time the shares are held. Shares purchased before August 2, 1993
and redeemed within six years of purchase are subject to different rates than
shares purchased after that date. Class B shares purchased on or after August
2, 1993 and held for a period ending eight years after the end of the calendar
month of purchase will convert to Class A shares. Class C shares are subject to
a contingent deferred sales charge of 1% on redemptions made within the first
year after purchase. All three classes of shares have identical voting,
dividend, liquidation and other rights, except that each class bears different
distribution expenses and has exclusive voting rights with respect to its
distribution plan. The financial statements have been prepared in conformity
with generally accepted accounting principles which require management to make
certain estimates and assumptions that affect the reported amounts of assets
and liabilities in the financial statements and amounts of income and expenses
during the reporting period. Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed by the
Funds.
1. SECURITY VALUATION
Portfolio securities traded on a national securities exchange or on a foreign
securities exchange (other than foreign securities exchanges whose operations
are similar to those of the United States over-the-counter market) are
generally valued at the last reported sales price or if no sale occurred, at
the mean of the closing bid and asked prices on that day. Readily marketable
securities traded in the over-the-counter market, securities listed on a
foreign securities exchange whose operations are similar to the U.S.
over-the-counter market, and securities listed on a national securities
exchange whose primary market is believed to be over-the-counter, are valued at
the mean of the current bid and asked prices. U.S. government and fixed income
securities which mature in 60 days or less are valued at amortized cost, unless
this method does not represent fair value. Securities for which current market
quotations are not readily available are valued at their fair value as
determined in good faith by, or in accordance with procedures adopted by, the
Board of Trustees. Fixed income securities may be valued on the basis of prices
obtained from a pricing service when such prices are believed to reflect the
fair market value of such securities.
2. CURRENCY TRANSLATION
Assets and liabilities denominated in foreign currencies and commitments under
forward exchange currency contracts are translated into U.S. dollars at the
mean of the quoted bid and asked price of such currencies against the U.S.
dollar. Purchases and sales of portfolio securities are translated into U.S.
dollars at the rates of exchange prevailing when such securities were acquired
or sold. Income and expenses are translated into U.S. dollars at rates of
exchange prevailing when accrued.
Net realized foreign currency gains and losses represent foreign exchange gains
and losses from sales and maturities of debt securities and foreign exchange
currency contracts, currency gains and losses realized between the trade and
settlement dates on security transactions and the difference between the
amounts of interest recorded on the Funds' books and the U.S. dollar equivalent
amounts actually received or paid. The Funds do not isolate the effect of
fluctuations in foreign currency exchange rates when determining the gain or
loss upon the sale of equity securities. Net currency gains and losses from
valuing foreign currency denominated assets and liabilities at period end
exchange rates are reflected as a component of net unrealized appreciation of
investments and foreign currency denominated assets and liabilities.
3. TAXES
It is each Fund's policy to meet the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute all of its
investment company taxable income and net realized gains, if any, to
shareholders. Therefore, no provisions for federal income or excise taxes are
required.
19
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
4. INVESTMENT INCOME AND INVESTMENT TRANSACTIONS
Dividend income is recorded on the ex-dividend date. Interest income is accrued
daily. Investment transactions are accounted for on the date securities are
purchased or sold. The Funds accrete discounts and amortize premiums as
adjustments to interest income. Investment gains and losses are determined on
the identified cost basis.
5. Income and Expenses
All income earned and expenses incurred by the Funds are borne on a pro-rata
basis by each outstanding class of shares, based on the proportionate interest
in each Fund represented by the net assets of such class, except that each
Fund's Class B and Class C shares bear higher distribution and transfer agent
fees than Class A shares. Expenses of the Trust are charged to each Fund in
proportion to net assets.
6. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded on the ex-dividend
date.
Income dividends and capital gains distributions are determined in accordance
with federal tax regulations and may differ from those determined in accordance
with generally accepted accounting principles. To the extent these differences
are permanent, such amounts are reclassified within the capital accounts based
on their federal tax basis treatment; temporary differences, do not require
such reclassification.
NOTE B: ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Under the terms of an investment advisory agreement, the Funds pay Alliance
Capital Management L.P. (the "Adviser"), an advisory fee at an annual rate of
.75% of each Fund's average daily net assets. Such fee is accrued daily and
paid monthly. The Adviser has agreed to waive its fees and bear certain
expenses to the extent necessary to limit total operating expenses on an annual
basis to 1.40%, 2.10%, and 2.10% of the daily average net assets for Class A,
Class B and Class C shares, respectively, of the Conservative Investors Fund.
For the six months ended October 31, 1999, such reimbursement amounted to
$75,594 for the Conservative Investors Fund.
The Funds compensate Alliance Fund Services, Inc., a wholly-owned subsidiary of
the Adviser, under a Transfer Agency Agreement for providing personnel and
facilities to perform transfer agency services for the Funds. Such compensation
amounted to $96,271 and $32,044 for the Growth Investors Fund and Conservative
Investors Fund, respectively, for the six months ended October 31, 1999.
For the six months ended October 31, 1999, the Funds' expenses were reduced by
$7,290 and $2,913 for the Growth Investors Fund and the Conservative Investors
Fund, respectively, under an expense offset arrangements with Alliance Fund
Services, Inc.
Alliance Fund Distributors, Inc., (the "Distributor"), a wholly-owned
subsidiary of the Adviser, serves as the Distributor of each Fund's shares. The
Distributor has advised the Fund that it has received front-end sales charges
of $19,762 from the sales of Class A shares and $52,658 and $1,483 in
contingent deferred sales charges imposed upon redemptions by shareholders of
Class B and Class C shares, respectively, for the six months ended October 31,
1999 for the Growth Investors Fund. The Distributor also received front-end
sales charges of $13,739 from the sales of Class A shares and $23,969 and
$1,732 in contingent deferred sales charges imposed upon redemptions by
shareholders of Class B and Class C shares, respectively, for the six months
ended October 31, 1999 for the Conservative Investors Fund.
Brokerage commissions paid on investment transactions for the six months ended
October 31, 1999 amounted to $57,836 and $5,249 for the Growth Investors and
Conservative Investors Funds, respectively, none of which was paid to brokers
utilizing the services of the Pershing Division of Donaldson, Lufkin & Jenrette
Securities Corp. ("DLJ"), an affiliate of the Adviser, nor to DLJ directly.
Accrued expenses includes amounts owed to one of the Trustees under a deferred
compensation plan of $23,355 and $20,619 respectively, for the Growth Investors
and Conservative Investors Funds, respectively.
20
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
NOTE C: DISTRIBUTION PLANS
The Funds have adopted a Plan for each class of shares of the Funds pursuant to
Rule 12b-1 under the Investment Company Act of 1940 (each a "Plan" and
collectively the "Plans"). Under the Plans, the Funds pay distribution and
servicing fees to the Distributor at an annual rate of up to .50% of each
Fund's average daily net assets attributable to the Class A shares and 1% of
the average daily net assets attributable to both Class B and Class C shares.
The fees are accrued daily and paid monthly. The Trustees currently limit
payments under the Class A plan to .30% of each Fund's average daily net assets
attributable to Class A shares. The Plans provide that the Distributor will use
such payments in their entirety for distribution assistance and promotional
activities.
The Funds are not obligated under the Plans to pay any distribution services
fee in excess of the amounts set forth above. The purpose of the payments to
the Distributor under the Plans is to compensate the Distributor for its
distribution services with respect to the sale of each Fund's shares. Since the
Distributor's compensation is not directly tied to its expenses, the amount of
compensation received by it under the Plan during any year may be more or less
than its actual expenses. For this reason, the Plans are characterized by the
staff of the Commission as being of the "compensation" variety.
In the event that a Plan is terminated or not continued, no distribution
services fees (other than current amounts accrued but not yet paid) would be
owed by the Funds to the Distributor with respect to the relevant class.
The Plans also provide that the Adviser may use its own resources to finance
the distribution of each Fund's shares.
NOTE D: INVESTMENT TRANSACTIONS
Purchases and sales of investment securities (excluding short-term investments
and U.S. government securities) for the Growth Investors Fund aggregated
$56,274,133 and $63,743,825, respectively, for the six months ended October 31,
1999. There were purchases of $59,789,798 and sales of $34,529,234 of U.S.
government and government agency securities for the six months ended October
31, 1999. At October 31, 1999, the cost of investments for federal income tax
purposes for the Growth Investors Fund was substantially the same as the cost
for financial reporting purposes. Gross unrealized appreciation of investments
was $16,733,109 and gross unrealized depreciation of investments was $1,714,796
resulting in net unrealized appreciation of $15,018,313 (excluding foreign
currency transactions).
Purchases and sales of investment securities (excluding short-term investments
and U.S. government securities) for the Conservative Investors Fund aggregated
$6,894,386 and $6,732,679, respectively, for the six months ended October 31,
1999. There were purchases of $36,561,023 and sales of $14,167,791, of U.S.
government and government agency obligations for the six months ended October
31, 1999. At October 31, 1999, the cost of investments for federal income tax
purposes for the Conservative Investors Fund was substantially the same as the
cost for financial reporting purposes. Gross unrealized appreciation of
investments was $2,686,566 and gross unrealized depreciation of investments was
$1,287,207 resulting in net unrealized appreciation of $1,399,359 (excluding
foreign currency transactions).
The Alliance Growth Investors and Conservative Investors Funds incurred and
elected to defer post October currency losses of $128,736 and $30,878,
respectively, for the year ended April 30, 1999. To the extent that any post
October loss is used to offset future capital gains, it is probable that these
gains will not be distributed to shareholders.
1. FORWARD EXCHANGE CURRENCY CONTRACTS
The Growth Investors and Conservative Investors Funds enter into forward
exchange currency contracts in order to hedge exposure to changes in foreign
currency exchange rates on foreign portfolio holdings. A forward exchange
currency contract is a commitment to purchase or sell a foreign currency at a
future date at a negotiated forward rate. The gain or loss arising from the
difference between the original contracts and the closing of such contracts is
included in net realized gain or loss on foreign currency transactions.
21
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
Fluctuations in the value of forward exchange currency contracts held are
recorded for financial reporting purposes as unrealized gains or losses by the
Funds.
The Funds' custodian will place and maintain cash not available for investment
or other liquid assets in a separate account of the Funds having a value equal
to the aggregate amount of the Funds' commitments under forward exchange
currency contracts entered into with respect to position hedges.
Risks may arise from the potential inability of a counterparty to meet the
terms of a contract and from unanticipated movements in the value of a foreign
currency relative to the U.S. dollar. The face or contract amount, in U.S.
dollars, reflects the total exposure the Funds have in that particular currency
contract.
At October 31, 1999, there were no outstanding forward exchange currency
contracts for the Growth Investors Fund and the Conservative Investors Fund.
2. FINANCIAL FUTURES CONTRACTS
The Funds may buy or sell financial futures contracts for the purpose of
hedging their portfolios against adverse affects of anticipated movements in
the market. The Funds bear the market risk that arises from changes in the
value of these financial instruments. The Fund's activities in domestic futures
contracts are conducted through regulated exchanges which do not result in
counterparty credit risk.
At the time the Funds enter into a futures contract, each Fund deposits and
maintains with their custodian as collateral an initial margin as required by
the exchange on which the transaction is effected. Pursuant to the contract,
the Funds agree to receive from or pay to the broker an amount of cash equal to
the daily fluctuation in the value of the contract.
Such receipts or payments are known as variation margin and are recorded by the
Funds as unrealized gains or losses. When the contract is closed, the Funds
record a realized gain or loss equal to the difference between the value of the
contract at the time it was opened and the time it was closed. At October 31,
1999, the Funds had no outstanding futures contracts.
NOTE E: SHARES OF BENEFICIAL INTEREST
There is an unlimited number of $0.00001 par value shares of beneficial
interest authorized, divided into three classes, designated Class A, Class B
and Class C shares for both Funds. Transactions in shares of beneficial
interest were as follows:
ALLIANCE GROWTH INVESTORS FUND
SHARES AMOUNT
--------------------------- ------------------------------
SIX MONTHS ENDED YEAR ENDED SIX MONTHS ENDED YEAR ENDED
OCTOBER 31, 1999 APRIL 30, OCTOBER 31, 1999 APRIL 30,
(UNAUDITED) 1999 (UNAUDITED) 1999
------------ ------------ -------------- --------------
CLASS A
Shares sold 552,409 566,266 $ 8,709,679 $ 8,776,626
Shares issued in
reinvestment of
dividends and
distributions 127 281,053 2,012 4,047,170
Shares converted
from Class B 162,831 510,928 2,546,954 7,806,714
Shares redeemed (666,791) (527,391) (10,491,876) (8,032,657)
Net increase 48,576 830,856 $ 766,769 $12,597,853
22
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
ALLIANCE GROWTH INVESTORS FUND
SHARES AMOUNT
--------------------------- ------------------------------
SIX MONTHS ENDED YEAR ENDED SIX MONTHS ENDED YEAR ENDED
OCTOBER 31, 1999 APRIL 30, OCTOBER 31, 1999 APRIL 30,
(UNAUDITED) 1999 (UNAUDITED) 1999
------------ ------------ -------------- --------------
CLASS B
Shares sold 401,588 964,442 $ 6,337,383 $14,830,200
Shares issued in
reinvestment of
dividends and
distributions 17 453,061 257 6,573,928
Shares converted
to Class A (162,235) (509,338) (2,546,954) (7,806,714)
Shares redeemed (477,186) (827,094) (7,524,224) (12,604,631)
Net increase
(decrease) (237,816) 81,071 $(3,733,538) $ 992,783
CLASS C
Shares sold 156,112 210,668 $ 2,456,840 $ 3,218,152
Shares issued in
reinvestment of
dividends and
distributions 33 54,989 473 798,413
Shares redeemed (82,264) (211,237) (1,297,441) (3,188,294)
Net increase 73,881 54,420 $ 1,159,872 $ 828,271
ALLIANCE CONSERVATIVE INVESTORS FUND
SHARES AMOUNT
--------------------------- ------------------------------
SIX MONTHS ENDED YEAR ENDED SIX MONTHS ENDED YEAR ENDED
OCTOBER 31, 1999 APRIL 30, OCTOBER 31, 1999 APRIL 30,
(UNAUDITED) 1999 (UNAUDITED) 1999
------------ ------------ -------------- --------------
Class A
Shares sold 205,501 346,984 $ 2,420,801 $ 4,157,099
Shares issued in
reinvestment of
dividends and
distributions 18,706 107,403 219,731 1,256,931
Shares converted
from Class B 104,898 390,356 1,236,579 4,672,943
Shares redeemed (157,497) (267,054) (1,857,969) (3,183,427)
Net increase 171,608 577,689 $ 2,019,142 $ 6,903,546
CLASS B
Shares sold 757,428 1,094,428 $ 9,132,258 $13,349,393
Shares issued in
reinvestment of
dividends and
distributions 22,476 173,141 269,618 2,068,607
Shares converted
to Class A (102,761) (388,535) (1,236,579) (4,672,943)
Shares redeemed (327,831) (639,564) (3,947,017) (7,883,521)
Net increase 349,312 239,470 $ 4,218,280 $ 2,861,536
CLASS C
Shares sold 88,489 216,203 $ 1,064,693 $ 2,631,544
Shares issued in
reinvestment of
dividends and
distributions 3,649 30,304 43,786 362,040
Shares redeemed (74,581) (118,770) (898,436) (1,450,848)
Net increase 17,557 127,737 $ 210,043 $ 1,542,736
23
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
NOTE F: BANK BORROWING
A number of open-end mutual funds managed by the Adviser, including the Funds,
participate in a $750 million revolving credit facility (the "Facility")
intended to provide for short-term financing if necessary, subject to certain
restrictions, in connection with abnormal redemption activity. Commitment fees
related to the Facility are paid by the participating funds and are included in
miscellaneous expenses in the statement of operations. The Funds did not
utilize the Facility during the six months ended October 31, 1999.
24
FINANCIAL HIGHLIGHTS ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
PERIOD
<TABLE>
<CAPTION>
CLASS A
----------------------------------------------------------------------------
SIX MONTHS
ENDED
OCTOBER 31, YEAR ENDED APRIL 30,
1999 --------------------------------------------------------------
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $15.80 $15.09 $13.12 $14.08 $12.08 $11.61
INCOME FROM INVESTMENT OPERATIONS
Net investment income .15(a) .17(a) .12(a) .16(a)(b) .10(b) .25(b)
Net realized and unrealized gain
on investment transactions .16 2.20 3.34 .76 2.75 .38
Net increase in net asset value
from operations .31 2.37 3.46 .92 2.85 .63
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income -0- (.16) (.16) (.19) (.26) (.15)
Distributions in excess of net
investment income -0- (.09) -0- -0- -0- -0-
Distributions from net realized gains -0- (1.41) (1.33) (1.69) (.59) (.01)
Total dividends and distributions -0- (1.66) (1.49) (1.88) (.85) (.16)
Net asset value, end of period $16.11 $15.80 $15.09 $13.12 $14.08 $12.08
TOTAL RETURN
Total investment return based on
net asset value (c) 1.96% 16.81% 27.96% 6.69% 23.87% 5.57%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $49,632 $47,917 $33,222 $27,453 $30,608 $22,189
Ratios to average net assets of:
Expenses, net of waivers/
reimbursements 1.43%(d)(e) 1.56%(d) 1.60%(d) 1.56%(d) 1.40% 1.40%
Expenses, before waivers/
reimbursements 1.43%(e) 1.56% 1.60% 1.73% 1.65% 1.97%
Net investment income 1.90%(e) 1.12% .81% 1.14% 2.02% 2.32%
Portfolio turnover rate 85% 84% 137% 133% 209% 134%
</TABLE>
See footnote summary on page 30.
25
FINANCIAL HIGHLIGHTS (CONTINUED) ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
PERIOD
<TABLE>
<CAPTION>
CLASS B
------------------------------------------------------------------------------
SIX MONTHS
ENDED
OCTOBER 31, YEAR ENDED APRIL 30,
1999 ---------------------------------------------------------------
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $15.88 $15.12 $13.11 $14.08 $12.09 $11.65
INCOME FROM INVESTMENT OPERATIONS
Net investment income .09(a) .06(a) .01(a) .06(a)(b) .06(b) .17(b)
Net realized and unrealized gain
on investment transactions .16 2.21 3.35 .77 2.70 .38
Net increase in net asset value
from operations .25 2.27 3.36 .83 2.76 .55
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income -0- (.07) (.02) (.11) (.18) (.10)
Distributions in excess of
net investment income -0- (.03) -0- -0- -0- -0-
Distributions from net realized gains -0- (1.41) (1.33) (1.69) (.59) (.01)
Total dividends and distributions -0- (1.51) (1.35) (1.80) (.77) (.11)
Net asset value, end of period $16.13 $15.88 $15.12 $13.11 $14.08 $12.09
TOTAL RETURN
Total investment return based on
net asset value (c) 1.57% 15.96% 27.04% 5.98% 23.06% 4.83%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $74,939 $77,554 $72,618 $61,709 $59,978 $43,328
Ratios to average net assets of:
Expenses, net of waivers/
reimbursements 2.16%(d)(e) 2.29%(d) 2.31%(d) 2.27%(d) 2.10% 2.10%
Expenses, before waivers/
reimbursements 2.16%(e) 2.29% 2.31% 2.44% 2.35% 2.67%
Net investment income 1.18%(e) .39% .10% .42% 1.15% 1.62%
Portfolio turnover rate 85% 84% 137% 133% 209% 134%
</TABLE>
See footnote summary on page 30.
26
ALLIANCE GROWTH INVESTORS FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
PERIOD
<TABLE>
<CAPTION>
CLASS C
------------------------------------------------------------------------------
SIX MONTHS
ENDED
OCTOBER 31, YEAR ENDED APRIL 30,
1999 --------------------------------------------------------------
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $15.88 $15.13 $13.12 $14.09 $12.10 $11.65
INCOME FROM INVESTMENT OPERATIONS
Net investment income .09(a) .06(a) .02(a) .06(a)(b) .06(b) .18(b)
Net realized and unrealized gain
on investment transactions .17 2.20 3.34 .77 2.70 .38
Net increase in net asset value
from operations .26 2.26 3.36 .83 2.76 .56
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income -0- (.07) (.02) (.11) (.18) (.10)
Distributions in excess of
net investment income -0- (.03) -0- -0- -0- -0-
Distributions from net realized gains -0- (1.41) (1.33) (1.69) (.59) (.01)
Total dividends and distributions -0- (1.51) (1.35) (1.80) (.77) (.11)
Net asset value, end of period $16.14 $15.88 $15.13 $13.12 $14.09 $12.10
TOTAL RETURN
Total investment return based on
net asset value (c) 1.64% 15.88% 27.02% 5.97% 23.04% 4.91%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $10,964 $9,618 $8,336 $6,033 $5,915 $4,247
Ratios to average net assets of:
Expenses, net of waivers/
reimbursements 2.15%(d)(e) 2.28%(d) 2.30%(d) 2.28%(d) 2.10% 2.10%
Expenses, before waivers/
reimbursements 2.15%(e) 2.28% 2.30% 2.43% 2.36% 2.66%
Net investment income 1.19%(e) .40% .11% .42% 1.15% 1.62%
Portfolio turnover rate 85% 84% 137% 133% 209% 134%
</TABLE>
See footnote summary on page 30.
27
FINANCIAL HIGHLIGHTS (CONTINUED) ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
PERIOD
<TABLE>
<CAPTION>
CLASS A
------------------------------------------------------------------------------
SIX MONTHS
ENDED
OCTOBER 31, YEAR ENDED APRIL 30,
1999 ---------------------------------------------------------------
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $11.88 $11.97 $11.31 $11.14 $10.38 $10.37
INCOME FROM INVESTMENT OPERATIONS
Net investment income (b) .22(a) .38(a) .39(a) .41(a) .51 .48
Net realized and unrealized gain (loss)
on investment transactions (.09) .61 1.54 .46 .80 (.02)
Net increase in net asset value
from operations .13 .99 1.93 .87 1.31 .46
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income (.14) (.38) (.43) (.45) (.55) (.45)
Distributions in excess of net
investment income -0- (.05) -0- -0- -0- -0-
Distributions from net realized
gains -0- (.65) (.84) (.25) -0- -0-
Total dividends and distributions (.14) (1.08) (1.27) (.70) (.55) (.45)
Net asset value, end of period $11.87 $11.88 $11.97 $11.31 $11.14 $10.38
TOTAL RETURN
Total investment return based on
net asset value (c) 1.11% 8.59% 17.87% 7.90% 12.69% 4.65%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $20,521 $18,493 $11,715 $11,860 $14,161 $16,105
Ratios to average net assets of:
Expenses, net of waivers/
reimbursements 1.40%(e) 1.41%(d) 1.41%(d) 1.40%(d) 1.40% 1.40%
Expenses, before waivers/
reimbursements 1.64%(e) 1.74% 1.91% 1.90% 1.73% 1.83%
Net investment income (b) 3.71%(e) 3.17% 3.33% 3.66% 4.43% 4.66%
Portfolio turnover rate 41% 105% 138% 174% 267% 248%
</TABLE>
See footnote summary on page 30.
28
FINANCIAL HIGHLIGHTS (CONTINUED) ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
PERIOD
<TABLE>
<CAPTION>
CLASS B
------------------------------------------------------------------------------
SIX MONTHS
ENDED
OCTOBER 31, YEAR ENDED APRIL 30,
1999 --------------------------------------------------------------
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $12.12 $12.19 $11.49 $11.31 $10.51 $10.47
INCOME FROM INVESTMENT OPERATIONS
Net investment income (b) .18(a) .30(a) .32(a) .34(a) .43 .46
Net realized and unrealized gain
(loss) on investment transactions (.08) .63 1.55 .46 .82 (.02)
Net increase in net asset value
from operations .10 .93 1.87 .80 1.25 .44
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income (.10) (.31) (.33) (.37) (.45) (.40)
Distributions in excess of
net investment income -0- (.04) -0- -0- -0- -0-
Distributions from net realized
gains -0- (.65) (.84) (.25) -0- -0-
Total dividends and distributions (.10) (1.00) (1.17) (.62) (.45) (.40)
Net asset value, end of period $12.12 $12.12 $12.19 $11.49 $11.31 $10.51
TOTAL RETURN
Total investment return based on
net asset value (c) .85% 7.82% 17.04% 7.10% 11.95% 3.91%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $35,392 $31,177 $28,432 $28,037 $31,979 $30,542
Ratios to average net assets of:
Expenses, net of waivers/
reimbursements 2.10%(e) 2.11%(d) 2.11%(d) 2.10%(d) 2.10% 2.10%
Expenses, before waivers/
reimbursements 2.36%(e) 2.48% 2.61% 2.61% 2.44% 2.52%
Net investment income (b) 3.01%(e) 2.48% 2.63% 2.96% 3.72% 3.96%
Portfolio turnover rate 41% 105% 138% 174% 267% 248%
</TABLE>
See footnote summary on page 30.
29
FINANCIAL HIGHLIGHTS (CONTINUED) ALLIANCE CONSERVATIVE INVESTORS FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
PERIOD
<TABLE>
<CAPTION>
CLASS C
------------------------------------------------------------------------------
SIX MONTHS
ENDED
OCTOBER 31, YEAR ENDED APRIL 30,
1999 ---------------------------------------------------------------
(UNAUDITED) 1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $12.13 $12.19 $11.49 $11.31 $10.52 $10.47
INCOME FROM INVESTMENT OPERATIONS
Net investment income (b) .18(a) .30(a) .32(a) .34(a) .41 .46
Net realized and unrealized gain
(loss) on investment transactions (.09) .64 1.55 .46 .83 (.01)
Net increase in net asset value
from operations .09 .94 1.87 .80 1.24 .45
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income (.10) (.31) (.33) (.37) (.45) (.40)
Distribution in excess of net
investment income -0- (.04) -0- -0- -0- -0-
Distributions from net realized
gains -0- (.65) (.84) (.25) -0- -0-
Total dividends and distributions (.10) (1.00) (1.17) (.62) (.45) (.40)
Net asset value, end of period $12.12 $12.13 $12.19 $11.49 $11.31 $10.52
TOTAL RETURN
Total investment return based
on net asset value (c) .77% 7.91% 17.04% 7.10% 11.84% 4.01%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $5,899 $5,688 $4,162 $4,150 $5,326 $4,419
Ratios to average net assets of:
Expenses, net of waivers/
reimbursements 2.10%(e) 2.11%(d) 2.11%(d) 2.10%(d) 2.10% 2.10%
Expenses, before waivers/
reimbursements 2.35%(e) 2.47% 2.61% 2.60% 2.45% 2.52%
Net investment income (b) 3.00%(e) 2.47% 2.63% 2.96% 3.71% 3.97%
Portfolio turnover rate 41% 105% 138% 174% 267% 248%
</TABLE>
(a) Based on average shares outstanding.
(b) Net of fees waived and expenses reimbursed by Adviser.
(c) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period. Initial sales charges or contingent
deferred sales charges are not reflected in the calculation of total investment
return. Total investment return calculated for a period of less than one year
is not annualized.
(d) Ratios reflect expenses grossed up for expense offset arrangement with the
transfer agent. For the periods shown below the net expense ratios were as
follows:
<TABLE>
<CAPTION>
ALLIANCE GROWTH INVESTORS ALLIANCE CONSERVATIVE INVESTORS
--------------------------------------------------- ---------------------------------
YEAR ENDED APRIL 30, YEAR ENDED APRIL 30,
SIX MONTHS ENDED -------------------------------- --------------------------------
OCTOBER 31, 1999 1999 1998 1997 1999 1998 1997
---------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Class A 1.42% 1.54% 1.59% 1.55% 1.40% 1.40% 1.40%
Class B 2.15% 2.27% 2.29% 2.26% 2.10% 2.10% 2.10%
Class C 2.14% 2.27% 2.29% 2.26% 2.10% 2.10% 2.10%
</TABLE>
(e) Annualized.
30
ALLIANCE GROWTH INVESTORS AND
CONSERVATIVE INVESTORS FUNDS
_______________________________________________________________________________
BOARD OF TRUSTEES
JOHN D. CARIFA, CHAIRMAN AND PRESIDENT
RUTH BLOCK (1)
JOHN H. DEBKIN (1)
DAVID H. DIEVLER (1)
WILLIAM H. FOULK, JR. (1)
BRENTON W. HARRIES (1)
DR. JAMES M. HESTER (1)
CLIFFORD L. MICHEL (1)
DONALD J. ROBINSON (1)
OFFICERS
BRUCE CALVERT, SENIOR VICE PRESIDENT
KATHLEEN A. CORBET, SENIOR VICE PRESIDENT
WAYNE D. LYSKI, SENIOR VICE PRESIDENT
NICHOLAS D. P. CARN, VICE PRESIDENT
EDMUND P. BERGAN, JR., CLERK
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER
VINCENT S. NOTO, CONTROLLER & CHIEF ACCOUNTING OFFICER
CUSTODIAN
STATE STREET BANK & TRUST COMPANY
225 Franklin Street
Boston, MA 02110
PRINCIPAL UNDERWRITER
ALLIANCE FUND DISTRIBUTORS, INC.
1345 Avenue of the Americas
New York, NY 10105
LEGAL COUNSEL
ROPES & GRAY
One International Place
Boston, MA 02110-02624
TRANSFER AGENT
ALLIANCE FUND SERVICES, INC.
P.O. Box 1520
Secaucus, NJ 07096-1520
Toll-Free 1-800-221-5672
INDEPENDENT ACCOUNTANTS
PRICEWATERHOUSECOOPERS LLP
1177 Avenue of the Americas
New York, New York 10036-2798
(1) Member of the Audit Committee.
The financial information included herein is taken from the records of the
Fund without audit by independent accountants who do not express an opinion
thereon.
31
ALLIANCE GROWTH INVESTORS FUND
ALLIANCE CONSERVATIVE INVESTORS FUND
1345 Avenue of the Americas
New York, NY 10105
(800) 221-5672
ALLIANCE CAPITAL
THIS REPORT IS INTENDED SOLELY FOR DISTRIBUTION TO CURRENT SHAREHOLDERS
OF THE FUND.
R THESE REGISTERED SERVICE MARKS USED UNDER LICENSE FROM THE OWNER,
ALLIANCE CAPITAL MANAGEMENT L.P.
GICISR1099
