<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.__)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Alliance Quasar Fund, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
ALLIANCE PREMIER GROWTH FUND, INC.
ALLIANCE BALANCED SHARES, INC.
ALLIANCE QUASAR FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
Toll Free (800) 221-5672
October 30, 2000
To the Stockholders of Alliance Premier Growth Fund, Inc. ("Premier Growth"),
Alliance Balanced Shares, Inc. ("Balanced Shares") and Alliance Quasar Fund,
Inc. ("Quasar") (collectively, the "Funds"):
The accompanying Notice of Meeting and Proxy Statement present five proposals
to be considered at the Funds' Joint Special Meeting of Stockholders (the
"Meeting") to be held on December 12, 2000. The proposals are discussed more
fully in the accompanying Proxy Statement.
The first two proposals are for, respectively, the reelection of the Funds'
Directors and the ratification of the selection of PricewaterhouseCoopers LLP
as independent auditors of Premier Growth and Balanced Shares and Ernst & Young
LLP as independent auditors of Quasar for each Fund's fiscal year ending in
2000. The third proposal revises the Funds' fundamental investment restrictions
to permit the Funds to engage in securities lending to the full extent
permitted by the Investment Company Act of 1940 (the "1940 Act"). The last two
proposals relax or remove, in each case consistent with the 1940 Act, certain
investment restrictions that were originally required by old state "blue sky"
laws that were preempted and thus nullified by Congress in 1996. These
restrictions are not required by the 1940 Act. The Boards of Directors believe
that it is in the best interests of the Funds and their stockholders to change
these policies to provide the Funds with the investment flexibility allowed by
the 1940 Act.
We welcome your attendance at the Meeting. If you are unable to attend, we
encourage you to vote your proxy promptly, in order to spare the Funds
additional proxy solicitation expenses. Shareholder Communications Corporation
("SCC"), a professional proxy solicitation firm, has been selected to assist
stockholders in the voting process. As the date of the Meeting approaches, if
we have not yet received your proxy, you may receive a telephone call from SCC
reminding you to exercise your right to vote. If you have any questions
regarding the Meeting agenda or how to submit your proxy, please call SCC at
(877) 504-9595.
Sincerely,
John D. Carifa
Chairman and President
<PAGE>
[Logo AllianceCapital]
ALLIANCE PREMIER GROWTH FUND, INC.
ALLIANCE BALANCED SHARES, INC.
ALLIANCE QUASAR FUND, INC.
-------------------------------------------------------------------------------
1345 Avenue of the Americas
New York, New York 10105
Toll Free (800) 221-5672
-------------------------------------------------------------------------------
NOTICE OF JOINT SPECIAL MEETING OF STOCKHOLDERS
December 12, 2000
To the Stockholders of Alliance Premier Growth Fund, Inc. ("Premier Growth"),
Alliance Balanced Shares, Inc. ("Balanced Shares") and Alliance Quasar Fund,
Inc. ("Quasar"):
Notice is hereby given that a Joint Special Meeting of Stockholders (the
"Meeting") of Premier Growth, Balanced Shares and Quasar, each a Maryland
corporation (individually, a "Fund" and collectively, the "Funds"), will be
held at the offices of the Funds, 1345 Avenue of the Americas, 33rd Floor, New
York, New York 10105, on Tuesday, December 12, 2000 at 11:00 a.m., for the
following purposes, all of which are more fully described in the accompanying
Proxy Statement dated October 30, 2000:
1. To elect eight Directors of each Fund, each such Director to hold
office until his or her successor is duly elected and qualified;
2. To ratify the selection of PricewaterhouseCoopers LLP as independent
auditors of Premier Growth and Balanced Shares and Ernst & Young LLP as
independent auditors of Quasar for each Fund's respective fiscal year
ending in 2000;
3. To approve an amendment of each Fund's fundamental policy to permit
each Fund to engage in securities lending to the extent permitted by the
Investment Company Act of 1940, as amended (the "1940 Act");
4. To approve the amendment of certain of the Funds' fundamental
policies, in each case consistent with the 1940 Act:
<PAGE>
4A. For each Fund, approval of a proposal to amend a fundamental policy
relating to portfolio diversification to permit the Fund to fully use the
investment latitude for diversified funds established by the 1940 Act,
4B. For Premier Growth, approval of a proposal to amend a fundamental
policy relating to investments in non-U.S. companies,
4C. For Quasar and Balanced Shares, approval of a proposal to amend a
fundamental policy to permit the Funds to purchase and sell financial
forward and futures contracts and options thereon,
5. To approve the removal or reclassification of certain of the Funds'
fundamental policies as non-fundamental policies and, in certain cases,
revise that policy:
5A. For Quasar, approval of a proposal to remove a fundamental policy
that restricts investments in unseasoned issuers,
5B. For each Fund, approval of a proposal to reclassify the fundamental
policy regarding investments in illiquid securities as non-fundamental and
to revise the policy, and
6. To transact such other business as may properly come before the
Meeting.
The Board of Directors of each Fund has fixed the close of business on
September 15, 2000 as the record date for the determination of stockholders of
the Funds entitled to notice of, and to vote at, the Meeting and any
postponement or adjournment thereof.
The enclosed proxy is being solicited on behalf of the Board of Directors of
each Fund. Each stockholder who does not expect to attend the Meeting in person
is requested to complete, date, sign and promptly return the enclosed proxy
card, or to vote by telephone or via the Internet as described on the enclosed
proxy card.
The Board of Directors of each Fund recommends approval of all the proposals.
By Order of the Boards of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
October 30, 2000
<PAGE>
--------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the enclosed proxy card, sign and
date it, and return it in the envelope provided, which needs no postage if
mailed in the United States. You may also vote by telephone or through the
Internet. To do so, please follow the instructions on the enclosed proxy card.
Your vote is very important no matter how many shares you own. Please mark and
mail your proxy promptly or vote by telephone or through the Internet in order
to save the Funds any additional cost of further proxy solicitation and in
order for the Meeting to be held as scheduled.
--------------------------------------------------------------------------------
(R) This registered service mark used under license from the owner, Alliance
Capital Management L.P.
<PAGE>
PROXY STATEMENT
ALLIANCE PREMIER GROWTH FUND, INC.
ALLIANCE BALANCED SHARES, INC.
ALLIANCE QUASAR FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
-----------------------
JOINT SPECIAL MEETING OF STOCKHOLDERS
December 12, 2000
-----------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the respective Boards of Directors of Alliance Premier
Growth Fund, Inc. ("Premier Growth"), Alliance Balanced Shares, Inc.
("Balanced Shares") and Alliance Quasar Fund, Inc. ("Quasar"), each a Maryland
corporation (individually, a "Fund" and collectively, the "Funds"), to be
voted at the Joint Special Meeting of Stockholders of the Funds (the
"Meeting"), to be held at the offices of the Funds, 1345 Avenue of the
Americas, 33rd Floor, New York, New York 10105, on Tuesday, December 12, 2000
at 11:00 a.m. Proxies will be solicited primarily by mail and may also be made
by telephone. Solicitation costs will be borne by Alliance Capital Management
L.P., the Funds' investment adviser ("Alliance").
The Board of Directors of each Fund has fixed the close of business on
September 15, 2000 as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Meeting and at any postponement or
adjournment thereof (the "Record Date"). The outstanding voting shares of the
Funds as of the Record Date consisted of 605,363,273 shares of common stock of
Premier Growth, of 28,750,113 shares of common stock of Balanced Shares and of
44,558,465 shares of common stock of Quasar, representing four classes of
shares for each Fund, each share being entitled to one vote. All properly
executed and timely received proxies will be voted in accordance with the
instructions marked thereon or otherwise provided therein. Accordingly, unless
instructions to the contrary are marked, proxies will be voted for the
election of eight directors of each Fund (Proposal One), for the ratification
of the selection of PricewaterhouseCoopers LLP as independent auditors of
Premier Growth and Balanced Shares and for
1
<PAGE>
Ernst & Young LLP as independent auditors of Quasar for each Fund's fiscal
year ending in 2000 (Proposal Two), for approval of an amendment of each
Fund's fundamental policy to permit the Funds to engage in securities lending
to the extent permitted by the Investment Company Act of 1940, as amended (the
"1940 Act") (Proposal Three), for the approval of the amendment of certain
fundamental policies of the Funds, in each case consistent with the 1940 Act
(Proposal Four), and for the approval of the removal or reclassification of
certain of the Funds' fundamental policies as non-fundamental (Proposal Five).
(These proposals are referred to individually as a "Proposal" and collectively
as the "Proposals".) Any stockholder may revoke that stockholder's proxy at
any time prior to exercise thereof by giving written notice to the Secretary
of the Fund at 1345 Avenue of the Americas, New York, New York 10105, by
signing another proxy of a later date or by personally voting at the Meeting.
Properly executed proxies may be returned with instructions to abstain from
voting or to withhold authority to vote (an "abstention") or represent a
broker "non-vote" (which is a proxy from a broker or nominee indicating that
the broker or nominee has not received instructions from the beneficial owner
or other person entitled to vote shares on a particular matter with respect to
which the broker or nominee does not have discretionary power to vote).
Abstentions and broker non-votes will be considered present for purposes of
determining the existence of a quorum for the transaction of business. Those
shares not being cast will have no effect, however, on the outcome of the
Proposals. If any proposal, other than the Proposals, properly comes before
the Meeting, the shares represented by proxies will be voted on all such other
proposals in the discretion of the person or persons voting the proxies. The
Funds have not received notice of, and are not otherwise aware of, any other
matter to be presented at the Meeting.
The Meeting is scheduled as a joint meeting of the respective stockholders
of the Funds because the stockholders of all the Funds are to consider and
vote on similar matters. Stockholders of each Fund will vote separately on
each proposal set forth herein and on any other matters that may arise for
that Fund, and an unfavorable vote on a proposal by the stockholders of one
Fund will not affect the implementation of the proposal by any other Fund if
such proposal is approved by the stockholders of the other Fund.
A quorum for the Meeting will consist of the presence in person or by proxy
of the holders of one-third of the shares entitled to vote at the Meeting for
Premier Growth and Quasar and a majority of the shares
2
<PAGE>
entitled to vote at the Meeting for Balanced Shares. Whether or not a quorum
is present at the Meeting, if sufficient votes in favor of the position
recommended by each Fund's Board of Directors on any Proposal described in the
Proxy Statement are not timely received, the persons named as proxies may, but
are under no obligation to, with no other notice than announcement at the
Meeting, propose and vote for one or more adjournments of the Meeting to
permit further solicitation of proxies. The Meeting may be adjourned with
respect to fewer than all the Proposals in the Proxy Statement, and a
stockholder vote may be taken on any one or more of the Proposals prior to any
adjournment if sufficient votes have been received for approval thereof.
Shares represented by proxies indicating a vote contrary to the position
recommended by each Fund's Board of Directors on a Proposal will be voted
against adjournment as to that Proposal.
The Funds have engaged Shareholder Communications Corporation ("SCC"), 17
State Street, New York, New York 10004, to assist the Funds in soliciting
proxies for the Meeting. SCC will receive a fee of approximately $84,250 for
its services plus reimbursement of out-of-pocket expenses.
The following table summarizes the Proposals on which stockholders are being
asked to vote and indicates which stockholders are eligible to vote on each
proposal. Shareholders of each Fund voting separately by Fund will vote on the
Proposals, as applicable.
<TABLE>
<CAPTION>
proposal brief description of proposal
-------- -----------------------------------------------------------------
<C> <S>
Proposal 1 To elect eight Directors of each Fund.
Proposal 2 To ratify the selection of PricewaterhouseCoopers LLP as
independent auditors of Premier Growth and Balanced Shares and
Ernst & Young LLP as independent auditors of Quasar.
Proposal 3 To amend a fundamental policy to permit securities lending to the
extent permitted by the 1940 Act.
Proposal 4 To amend certain fundamental policies:
4A: For each Fund, approval of a proposal to amend a fundamental
policy relating to portfolio diversification to permit the Fund
to fully use the investment latitude for diversified funds
established by the 1940 Act,
4B: For Premier Growth, approval of a proposal to amend a fundamental
policy relating to investments in non-U.S. companies,
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
proposal brief description of proposal
-------- -------------------------------------------------------------------
<C> <S>
4C: For Quasar and Balanced Shares, approval of a proposal to amend a
fundamental policy to permit the Funds to purchase and sell
financial forward and futures contracts and options thereon.
Proposal 5 To approve the removal or reclassification of certain fundamental
policies as non-fundamental policies and, in certain cases, revise
that policy:
5A: For Quasar, approval of a proposal to remove a fundamental policy
that restricts investments in unseasoned issuers,
5B: For each Fund, approval of a proposal to reclassify the fundamental
policy regarding investments in illiquid securities as non-
fundamental and to revise the policy.
</TABLE>
4
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
(All Funds)
At the Meeting, eight Directors of each Fund are to be elected, each to
serve until his or her successor is duly elected and qualifies. With respect
to Premier Growth and Quasar, the affirmative vote of a plurality of the votes
cast at the Meeting is required to elect a Director. With respect to Balanced
Shares, the affirmative vote of a majority of the votes cast at the Meeting is
required to elect a Director. It is the intention of the persons named as
proxies in the accompanying proxy to nominate and vote in favor of the
election of each nominee referred to below.
Messrs. John D. Carifa, David H. Dievler, John H. Dobkin, William H. Foulk,
Jr., Clifford L. Michel and Donald J. Robinson, Ms. Ruth Block and Dr. James
M. Hester were previously elected as Directors of each of the Funds by each
Fund's respective stockholders. The foregoing individuals are standing for
reelection at the Meeting. Each of the eight nominees has consented to serve
as a Director of each respective Fund. The Boards of Directors know of no
reason why any of the nominees will be unable to serve, but in the event any
nominee is unable to serve or for good cause will not serve, the proxies
received indicating a vote in favor of such nominee will be voted for a
substitute nominee as the Boards of Directors may recommend.
Certain information concerning the Funds' Directors is set forth below.
<TABLE>
<CAPTION>
Number of shares of
each Fund's common
Year stock beneficially
Name, age, positions and offices with the first owned directly or
Funds, principal occupations during the became a indirectly as of
past five years and other Directorships Director September 15, 2000
----------------------------------------- -------- -------------------
<S> <C> <C>
* John D. Carifa, Chairman of the Board, 55. Premier Premier
President, Chief Operating Officer and a Growth- Growth-
Director of Alliance Capital Management 1992 80,224
Corporation, the general partner of Balanced Balanced
Alliance ("ACMC"), which he has been Shares- Shares-
associated with since prior to 1995. 1987 0
Quasar- Quasar-
1987 22,008
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Number of shares of
each Fund's common
stock beneficially
Name, age, positions and offices with the Year first owned directly or
Funds, principal occupations during the became a indirectly as of
past five years and other Directorships Director September 15, 2000
----------------------------------------- ---------- -------------------
<S> <C> <C>
**+ Ruth Block, Director, 69. Formerly Premier Premier
Executive Vice President and Chief Growth- Growth-
Insurance Officer of The Equitable; 1992 2,447
Chairman and Chief Executive Officer of Balanced Balanced
Evlico; a Director of Avon, Tandem Shares- Shares-
Financial Group and Donaldson, Lufkin & 1986 0
Jenrette Securities Corporation. She is Quasar- Quasar-
currently a Director of Ecolab Incorporated 1992 1,755
(specialty chemicals) and BP Amoco
Corporation (oil and gas).
**+ David H. Dievler, Director, 70. Independent Premier Premier
Consultant. Until December 1994 he was Growth- Growth-
Senior Vice President of ACMC responsible 1992 2,677
for mutual fund administration. Prior to Balanced Balanced
joining ACMC in 1984 he was Chief Financial Shares- Shares-
Officer of Eberstadt Asset Management since 1987 0
1968. Prior to that he was a Senior Manager Quasar- Quasar-
at Price Waterhouse & Co. Member of 1987 1,577
American Institute of Certified Public
Accountants since 1953.
**+ John H. Dobkin, Director, 58. Consultant. Premier Premier
Formerly a Senior Adviser from June 1999- Growth- Growth-
June 2000 and President from December 1989- 1992 7,342
May 1999 at Historic Hudson Valley Balanced Balanced
(historic preservation). Previously, he was Shares- Shares-
Director of National Academy of Design. 1992 0
During 1988-92, he was a Director and Quasar- Quasar-
Chairman of the Audit Committee of ACMC. 1994 523
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Number of shares of
each Fund's common
stock beneficially
Name, age, positions and offices with the Year first owned directly or
Funds, principal occupations during the became a indirectly as of
past five years and other Directorships Director September 15, 2000
----------------------------------------- ---------- -------------------
<S> <C> <C>
**+ William H. Foulk, Jr., Director, 68. Premier Premier
Investment Adviser and Independent Growth- Growth-
Consultant. He was formerly Senior Manager 1992 351
of Barrett Associates, Inc., a registered Balanced Balanced
investment adviser, with which he had been Shares- Shares-
associated since prior to 1995. He was 1992 0
formerly Deputy Comptroller of the State of Quasar- Quasar-
New York and, prior thereto, Chief 1992 569
Investment Officer of the New York Bank for
Savings.
**+ Dr. James M. Hester, Director, 76. Premier Premier
President of The Harry Frank Guggenheim Growth- Growth-
Foundation, with which he has been 1992 870
associated since prior to 1995. He was Balanced Balanced
formerly President of New York University Shares- Shares-
and The New York Botanical Garden, Rector 1989 0
of The United Nations University and Vice Quasar- Quasar-
Chairman of the Board of the Federal 1993 675
Reserve Bank of New York.
**+ Clifford L. Michel, Director, 61. Member of Premier Premier
the law firm of Cahill Gordon & Reindel, Growth- Growth-
with which he has been associated since 1992 1,509
prior to 1995. He is President and Chief Balanced Balanced
Executive Officer of Wenonah Development Shares- Shares-
Company (investments) and a Director of 1989 0
Placer Dome, Inc. (mining). Quasar- Quasar-
1986 7,602
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Number of shares of
each Fund's common
stock beneficially
Name, age, positions and offices with the Year first owned directly or
Funds, principal occupations during the became a indirectly as of
past five years and other Directorships Director September 15, 2000
----------------------------------------- ---------- -------------------
<S> <C> <C>
**+ Donald J. Robinson, Director, 66. Senior Premier Premier
Counsel of the law firm of Orrick, Growth- Growth-
Herrington & Sutcliffe LLP since January 1996 4,083
1995. He was formerly a senior partner Balanced Balanced
and a member of the Executive Committee Shares- Shares-
of that firm. He was also a member of 1996 0
the Municipal Securities Rulemaking Quasar- Quasar-
Board and Trustee of the Museum of the 1996 0
City of New York.
</TABLE>
-----------
* "Interested person," as defined in the 1940 Act, of the Funds because of an
affiliation with each of the Funds' investment adviser, Alliance Capital
Management L.P.
** Member of the Audit Committees.
+ Member of the Nominating Committees.
It is the policy of the Boards of Directors of all registered investment
companies to which Alliance provides investment advisory services
(collectively, the "Alliance Fund Complex") that each Director will invest
specified minimum amounts and (in most cases) an overall total of at least
$150,000 in shares of investment companies within the Alliance Fund Complex.
As of the Record Date, the Directors and officers of each Fund as a group
owned less than 1% of the shares of each Fund.
During their most recently completed fiscal years, the Board of Directors of
Premier Growth met 5 times, Balanced Shares met 7 times and Quasar met 8
times. The Audit Committee of each Fund meets during the fiscal year for the
purposes described below in Proposal Two. The Audit Committees of Premier
Growth, Balanced Shares and Quasar met twice during each Fund's most recently
completed respective fiscal year. The Nominating Committee of each Fund did
not meet during each Fund's respective fiscal year. Both the Audit Committees
and the Nominating Committees are standing committees of the Boards. The
Nominating Committees consider individuals for nomination to fill vacancies on
the Boards of Directors. The Nominating Committees do not currently consider
for nomination candidates proposed by stockholders.
A Fund does not pay any fees to, or reimburse expenses of, any Director
during a time in which such Director is considered an "interested person" of
the Fund. The aggregate compensation paid by each Fund to each of its
Directors during its respective fiscal year ended
8
<PAGE>
in 1999, the aggregate compensation paid to each of the Directors during
calendar year 1999 by all of the investment companies in the Alliance Fund
Complex and the total number of investment companies and investment portfolios
within the Alliance Fund Complex with respect to which each of the Directors
serves as a director or trustee are set forth below. Neither the Funds nor any
other investment company in the Alliance Fund Complex provides compensation in
the form of pension or retirement benefits to any of its directors or trustees.
<TABLE>
<CAPTION>
Total
Total Total Number of
Compensation Number of Investment
from the Investment Portfolios
Alliance Companies in within the
Fund the Alliance Alliance Fund
Complex, Fund Complex, Complex,
including including the including the
the Funds, Funds, as to Funds, as to
Aggregate Compensation during the which which
from each Fund during 1999 the Director the Director
Name of Director its Fiscal Year Ended Calendar is a Director is a Director
of the Funds in 1999 Year or a Trustee or a Trustee
---------------- ---------------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
John D. Carifa.......... $ 0 $ 0 49 107
Ruth Block.............. $3,617 APGF $154,263 38 83
$3,467 Balanced Shares
$3,480 Quasar
David H. Dievler........ $3,735 APGF $210,188 44 90
$3,584 Balanced Shares
$3,560 Quasar
John H. Dobkin.......... $3,737 APGF $206,488 41 87
$3,586 Balanced Shares
$3,599 Quasar
William H. Foulk, Jr.... $3,738 APGF $246,413 45 102
$4,087 Balanced Shares
$3,601 Quasar
Dr. James M. Hester..... $3,740 APGF $164,138 39 84
$4,089 Balanced Shares
$3,603 Quasar
Clifford L. Michel...... $3,740 APGF $183,388 39 86
$3,589 Balanced Shares
$3,603 Quasar
Donald J. Robinson...... $2,984 APGF $154,313 41 96
$2,833 Balanced Shares
$2,847 Quasar
</TABLE>
The Boards of Directors recommend that the stockholders of each Fund vote "FOR"
the election of each of the foregoing nominees to serve as Directors of their
Fund.
9
<PAGE>
PROPOSAL TWO
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(All Funds)
The Boards of Directors, including a majority of the Directors who are not
"interested persons" of the Funds, as defined in the 1940 Act at a meeting
held on (i) for Premier Growth, September 25, 1999, selected
PricewaterhouseCoopers LLP, independent accountants to audit the accounts of
Premier Growth for its fiscal year ending November 30, 2000 (ii) for Balanced
Shares, July 14, 1999, selected PricewaterhouseCoopers to audit the accounts
of Balanced Shares for its fiscal year ending July 31, 2000 and (iii) for
Quasar, July 14, 1999, selected Ernst & Young LLP to audit the accounts of
Quasar for its fiscal year ending September 30, 2000. PricewaterhouseCoopers
LLP does not have any direct financial interest or any material indirect
financial interest in Premier Growth or Balanced Shares. Ernst & Young LLP
does not have any direct financial interest or any material indirect financial
interest in Quasar. The affirmative vote of a majority of the votes cast at
the Meeting is required to ratify the selection of PricewaterhouseCoopers LLP
as independent auditors of Premier Growth and Balanced Shares and to ratify
the selection of Ernst & Young LLP as independent auditors of Quasar.
Representatives of PricewaterhouseCoopers LLP and Ernst & Young LLP are
expected to attend the Meeting and to have the opportunity to make a statement
and to respond to appropriate questions from stockholders. The Audit Committee
of the Board of Directors of each Fund meets with representatives of
PricewaterhouseCoopers LLP and Ernst & Young LLP to discuss the scope of their
engagement and to review the financial statements of the Funds and the results
of their examination thereof.
The Boards of Directors of Premier Growth and Balanced Shares recommend that
the stockholders vote "FOR" the ratification of the selection of
PricewaterhouseCoopers LLP as independent auditors of their Fund. The Board of
Directors of Quasar recommends that the stockholders vote "FOR" the
ratification of the selection of Ernst & Young LLP as independent auditors of
the Fund.
10
<PAGE>
PROPOSAL THREE
APPROVAL OF A PROPOSAL
TO AMEND A FUNDAMENTAL POLICY
TO PERMIT SECURITIES LENDING TO THE EXTENT
PERMITTED BY THE 1940 ACT
(All Funds)
The fundamental policies of each of the Funds currently do not permit
lending. Under their current policies, the Funds generally may not make loans
with certain exceptions for the purchase of debt obligations. At its September
7, 2000 Special Meeting, Alliance informed the Directors that it was
developing, for the Director's consideration, proposed securities lending
arrangements for many Alliance Mutual Funds, including the Funds. Alliance
noted that the proposed arrangements would enable each participating fund to
earn incremental investment income through the lending of a portion of the
Fund's portfolio securities on terms designed to avoid any impingement of the
Fund's ongoing investment process. Alliance stated that in anticipation of
these recommendations, it was recommending the revision of the Funds'
fundamental investment restrictions generally prohibiting the Funds
from engaging in securities lending. At the September 7, 2000 Special Meeting,
the Boards of Directors of the Funds approved Alliance's recommendation that
these fundamental policies be revised to permit the Funds to engage in
securities lending to the extent permitted by the 1940 Act. The Boards further
resolved to recommend this change to each Fund's stockholders for their
approval. The current and proposed policies are set forth in Exhibit A.
In recommending this change, Alliance informed the Boards that this absolute
prohibition was not required by the 1940 Act. Alliance noted that this
restriction was required by state "blue sky" laws that were nullified by the
federal preemption of state regulation of mutual fund prospectuses passed by
Congress in 1996. Alliance noted that in order to ensure that each Fund can
continue to compete with newer funds created after federal preemption that are
not so constrained as well as older funds that changed their lending policies
to permit securities lending, it was recommending that these fundamental
policies be revised so as to provide the Funds with essentially the same
investment flexibility to engage in securities lending as is possessed by the
majority of the Alliance Mutual Funds, which are permitted to engage in
securities lending to the extent permitted by the 1940 Act.
If the proposal is approved by the stockholders of each Fund, each Fund
would, as currently permitted, be able to lend portfolio securities up
11
<PAGE>
to a maximum in value of 33 1/3% of its total assets (including collateral for
any security loaned). A Fund would lend securities only on a fully
collateralized basis and only to borrowers deemed by Alliance to be of sound
financial standing. While any such loan is outstanding, it would be secured by
collateral in the form of cash or securities issued or guaranteed by the U.S.
Government, equal at all times to at least 100% of the current market value of
the loaned securities plus, if applicable, accrued interest. All such loans
could be terminated at any time by either the Fund (entitling the Fund to the
return of the loaned securities at the end of the customary settlement period
for the type of securities loaned) or the borrower. It is currently expected
that the transactions would be structured so that a Fund would retain rights
of ownership of the loaned securities, including rights to dividends, interest
or other distributions on the loaned securities. Voting rights would pass with
the lending, although a Fund would be able to call loans to vote proxies if
desired.
Approval of this Proposal requires the affirmative vote of "a majority of
the outstanding voting securities" as defined by the 1940 Act, which means the
lesser of (i) 67% or more of the voting securities of each Fund present or
represented at the Meeting, if the holders of more than 50% of the outstanding
voting securities of such Fund are present or represented by proxy, or (ii)
more than 50% of the outstanding voting securities of such Fund ("1940 Act
Majority"). If the stockholders of a Fund do not approve the amendment to the
Fund's fundamental policy to permit lending to the extent permitted by the
1940 Act, that Fund's policy will remain unchanged.
The Board of Directors of each Fund recommends that the stockholders of each
of the Funds vote "FOR" the approval of Proposal Three.
PROPOSAL FOUR
APPROVAL OF PROPOSALS TO AMEND CERTAIN
FUNDAMENTAL POLICIES
(PROPOSALS 4A-4C)
The primary purpose of Proposals 4A through 4C is to amend certain
fundamental investment restrictions of Premier Growth, Balanced Shares and
Quasar. As discussed below, some of these restrictions have their origin in
old "blue sky" undertakings, which were nullified by Congress in 1996. These
restrictions could conceivably serve as an impediment to a Fund's investment
process. If approved by the Funds' stockholders, the
12
<PAGE>
amended fundamental policies could not be changed without a further stockholder
vote. If a proposed restriction is not approved by a particular Fund, the
current investment restriction will remain in place as a fundamental
restriction and stockholder approval (with its attendant costs and delays) will
continue to be required prior to any change in the investment restriction.
The discussions below describe each proposal and the reasons for each
recommendation. Please refer to Exhibit B following this discussion to compare
your Fund's current policies to the proposed policies. The Boards of Directors
of the Funds recommend that stockholders approve the proposal.
PROPOSAL 4A APPROVAL OF A PROPOSAL TO AMEND A FUNDAMENTAL POLICY
RELATING TO PORTFOLIO DIVERSIFICATION TO PERMIT THE FUNDS TO
FULLY USE THE INVESTMENT LATITUDE FOR DIVERSIFIED FUNDS
ESTABLISHED BY THE 1940 ACT
(All Funds)
Although each Fund is a "diversified" investment company under the 1940 Act,
these Funds have a fundamental policy that is more restrictive than that
required of a diversified investment company. To be "diversified" under the
1940 Act, an investment company must not, with respect to 75% of its total
assets, invest more than 5% of its total assets in the securities of any one
issuer (the "5% limit") or acquire more than 10% of the outstanding voting
securities of any one issuer (the "10% limit"). Up to 25% of its total assets
(the "25% basket") may be invested without regard to these restrictions (i.e.,
up to 25% in one or more issuers).
Under the current fundamental policies of Premier Growth and Quasar, the 10%
limit applies to 100% of its total assets, rather than 75% that is permitted
under the 1940 Act. For Balanced Shares, the 5% and 10% limits apply to 100% of
its total assets, not to 75% of its total assets as is permitted.
At its September 7, 2000 Special Meeting, the Boards of Directors approved
Alliance's recommendation that this fundamental policy be revised to permit
these Funds to invest in accordance with the limits contained in the 1940 Act
for diversified investment companies. In making its recommendation, Alliance
noted that these changes would enable the Funds to remain competitive with
newer funds that are not
13
<PAGE>
subject to these restrictions and would allow each Fund the flexibility to
take larger positions within its non-diversified 25% basket when Alliance
deems appropriate. Alliance stated that it believed that the adoption of this
change would not materially affect the operation of the Funds, although it was
expected that the Funds would avail themselves of the occasional opportunities
presented by the non-diversified 25% basket. The returns of a fund that may
invest 25% of its total assets in a single issuer may be more dependent on a
single stock and may be more volatile than those of a fund that is subject to
a lower limit on such investments. The current fundamental policies and
proposed revised fundamental policies are set forth in Exhibit B to this Proxy
Statement.
PROPOSAL 4B APPROVAL OF A PROPOSAL TO AMEND A FUNDAMENTAL INVESTMENT
POLICY RELATING TO INVESTMENTS IN NON-U.S. COMPANIES
(Premier Growth)
Premier Growth currently has a fundamental policy to invest at least 85% of
its total assets in equity securities of "U.S. Companies". A "U.S. Company" is
defined as a company that (i) is organized under United States law, (ii) has
its principal office in the United States, and (iii) issues equity securities
that are traded principally in the United States. At a meeting on September
26, 2000, the Board of Directors of the Fund approved Alliance's
recommendation to (i) reduce the 85% limitation to 80%, (ii) remove the
definition of "U.S. Company", and in lieu of defining U.S. Company, adopt a
new definition of "Non-U.S. Company" for the purposes of the policy. The Board
further resolved to recommend these changes to the Fund's stockholders for
their approval.
In recommending these changes, Alliance advised the Board that in recent
years many companies had become more global in nature, expanding their
business and markets outside the United States. At the same time, many of
these companies continue to have a very significant business presence in the
United States and continue to issue securities that trade predominately in the
United States. Alliance advised the Board that in order to enable the Fund to
continue to invest in the same companies as it has in the past, the definition
of "U.S. Company" should be removed and, instead, Alliance proposed that the
Directors adopt a new definition of "Non-U.S. Company" to be applicable to the
Fund.
Under this new definition, a "Non-U.S. Company" would be a company that (i)
is organized outside the United States, (ii) has its principal place of
business outside the United States, and (iii) issues
14
<PAGE>
securities that are traded principally in a foreign country. Companies that did
not fall within the definition of "Non-U.S. Company" would be considered to be
U.S. companies for purposes of this policy. Alliance advised the Directors
that, as a result of these proposals, if approved, a company that was either
organized or had a principal place of business outside the United States, but
which issued securities principally traded in the United States, would be
considered to be a U.S. company.
In addition, Alliance advised the Board that it was recommending that the
current fundamental requirement that the Fund invest at least 85% of its total
assets in U.S. Companies be reduced to 80% to allow the Fund additional
flexibility in managing the Fund's portfolio. Alliance informed the Directors
it was recommending this additional change because there are some companies in
which the Fund has invested in the past that will be considered to be "Non-U.S.
Companies" even under the proposed revised definition. This increased latitude
will allow the Fund to continue to invest in the same companies as it has in
the past. Alliance advised the Board that it did not expect that this change
would significantly affect the management of the Fund.
PROPOSAL 4C APPROVAL OF A PROPOSAL TO AMEND A FUNDAMENTAL POLICY TO
PERMIT THE FUNDS TO PURCHASE AND SELL FINANCIAL FORWARD AND
FUTURES CONTRACTS AND OPTIONS THEREON
(Quasar and Balanced Shares)
At their September 7, 2000, Special Meeting, the Boards of Directors of
Quasar and Balanced Shares considered and approved Alliance's recommendation
that each of the Fund's fundamental policies be amended to permit the use of
stock index futures and options thereon for hedging purposes.
In making its recommendation, Alliance noted that each Fund since inception
has had a fundamental policy against investment in commodities or commodity
contracts. Alliance noted that this policy was typical of a time when financial
commodities, financial forward and futures contracts, and options thereon, had
yet to attain their later significance as investment tools. As a result of this
restriction, Alliance noted, index futures are currently unavailable to each of
the Funds.
In making this recommendation, Alliance stated its belief that, as the use of
these instruments has become more prevalent in the marketplace,
15
<PAGE>
each Fund's inability to use, at least for hedging purposes, financial
commodities including stock index futures and options thereon places the Fund
at a competitive disadvantage. As a result, Alliance considered it in the best
interests of each Fund and its respective stockholders to obtain stockholder
action appropriately amending the investment policies and installing more
permissive non-fundamental investment policies. The current fundamental
policies and the proposed fundamental and non-fundamental policies are set
forth in Exhibit B to this Proxy Statement.
The proposed non-fundamental investment policies would provide that each
Fund may utilize financial forward and futures contracts and options thereon
only for hedging purposes. In addition, each Fund would not enter into any
futures contracts or options on futures contracts if immediately thereafter
the market values of the outstanding futures contracts of each Fund and the
futures contracts subject to outstanding options written by a Fund would
exceed 50% of its total assets. Each Fund would not purchase or sell a stock
index futures contract if immediately thereafter more than 30% of its total
assets would be hedged with stock index futures. Finally, each Fund would not
purchase or sell a stock index future contract if, immediately thereafter, the
sum of the amount of margin deposits on such Fund's existing futures positions
would exceed 5% of the market value of the Fund's total assets. In connection
with its purchase of stock index futures contracts, each Fund would deposit in
a segregated account with the Fund's custodian an amount of liquid assets
equal to the market value of the futures contracts less any amounts maintained
in a margin account with the Fund's broker.
Based upon Alliance's presentation, the Board of Directors concluded that
the proposed amendment to each Fund's fundamental investment policies to
permit the use of financial forward and futures contracts and the adoption of
the non-fundamental investment policies would be in the best interests of each
Fund and its respective stockholders. The Board further resolved to recommend
this change to the Funds' stockholders for their approval. Adoption of this
change is not expected to materially change the operation of the Funds.
Approval of Proposals 4A, 4B and 4C requires the affirmative vote of the
holders of a 1940 Act Majority. If the stockholders of a Fund do not approve
the amendment of the Fund's fundamental policies, that Fund's policies will
remain the same.
The Boards of Directors of Premier Growth, Balanced Shares and Quasar
recommend that the stockholders of each of the Funds vote "FOR" the approval
of each of Proposals 4A, 4B and 4C, as applicable.
16
<PAGE>
PROPOSAL FIVE
APPROVAL OF PROPOSALS
TO REMOVE OR RECLASSIFY CERTAIN
OF THE FUNDS' FUNDAMENTAL POLICIES
AS NON-FUNDAMENTAL POLICIES
(PROPOSALS 5A-5B)
The primary purpose of Proposals 5A and 5B is to remove a fundamental policy
of Quasar with respect to its investment in unseasoned issuers and to
reclassify the fundamental policies of Premier Growth, Balanced Shares and
Quasar with respect to their investment in illiquid securities as non-
fundamental policies.
The discussions below are a general overview of the Fund's current policies.
Please refer to Exhibit C following this discussion to compare your Fund's
current policies to the proposed policies. The Boards of Directors of the Funds
recommend that stockholders approve the proposal.
PROPOSAL 5A APPROVAL OF A PROPOSAL TO REMOVE A FUNDAMENTAL POLICY THAT
RESTRICTS INVESTMENTS IN UNSEASONED ISSUERS
(Quasar)
Quasar currently has a fundamental policy providing that the Fund shall not
invest more than 5% of its total assets in securities of companies (including
predecessors) that have a record of less than three years of continuous
operation (often called "unseasoned issuers"). The Board of Directors of Quasar
is recommending the removal of the policy.
The Fund adopted the "unseasoned issuer" restriction in response to state
"blue sky" requirements in connection with the registration of shares of the
Fund for sale. As discussed above, all state securities laws and regulations
regarding fundamental investment restrictions have been preempted by federal
law and no longer apply. Alliance discussed with the Board of Directors that it
recognizes that the investment in securities of companies with less than three
years of continuous operating history might not be appropriate for funds
investing in companies with larger capitalizations. However, for funds that
invest in securities of smaller capitalization companies, like Quasar, Alliance
does not believe that a blanket prohibition against these types of investments
is in the best interest of the Fund or its stockholders. Alliance stated that
the Fund may from time to time, consistent with its investment strategies,
encounter
17
<PAGE>
investment opportunities from these types of issuers in which the Fund may
desire the flexibility to invest. Based on Alliance's recommendation, the Board
of Directors of the Fund therefore recommends that stockholders approve the
removal of this investment restriction.
PROPOSAL 5B APPROVAL OF A PROPOSAL TO RECLASSIFY THE FUNDAMENTAL POLICY
REGARDING INVESTMENTS IN ILLIQUID SECURITIES AS NON-
FUNDAMENTAL AND TO REVISE THE POLICY
(All Funds)
Each of Premier Growth, Balanced Shares and Quasar currently has a
fundamental policy applicable to investment in illiquid securities and, with
respect to Premier Growth and Quasar, this fundamental policy is more
restrictive than that currently required by the Securities and Exchange
Commission ("SEC"). Under the SEC's standards, non-money market mutual funds
must limit their holdings in illiquid securities to 15% of their net assets.
This SEC position is not required to be a fundamental policy. For the purpose
of the 15% limitation, a security generally would be considered illiquid if it
could not be sold or disposed of in the ordinary course of business within
seven days at approximately the value at which the security is valued by a
fund. Generally, Rule 144A securities that are determined by a Fund's Board of
Directors to be liquid are not considered to be "illiquid" for purposes of
these tests.
Premier Growth and Quasar currently each have a fundamental policy limiting
the Fund's investments in illiquid securities to 10% of its net assets. With
respect to Quasar, this policy applies to all restricted securities, including
Rule 144A securities. Because Rule 144A securities are "restricted", the Quasar
fundamental policy does not permit the Fund to consider Rule 144A securities as
liquid and not subject to the restrictions or investments in illiquid
securities even if the Board of Directors determines them to be liquid.
Balanced Shares has an investment restriction that is in conformity with the
current SEC guidelines, but it is a fundamental restriction, which can only be
changed by stockholder vote. These more restrictive investment limitations grow
out of old state "blue sky" provisions, which, as discussed above, no longer
apply to funds. Premier Growth's and Quasar's policy is more restrictive than
the SEC's current position and each Fund's policy is fundamental and cannot be
changed without stockholder approval. The Boards of Directors recommend
revising Premier Growth's and Quasar's policy to conform with SEC guidelines
18
<PAGE>
and reclassifying all three Funds' fundamental policy regarding investments in
illiquid securities to a non-fundamental policy. Each Fund's current
fundamental policy and the proposed non-fundamental policy regarding
investments in illiquid securities is set forth in Exhibit C to this Proxy
Statement.
The SEC has from time to time changed the percentage limitation applicable
to a fund's investment in illiquid securities. For example, prior to 1993, the
percentage limit on a fund's investment in illiquid securities was 10%. The
proposed non-fundamental policy of each Fund would enable the Fund to respond
to any future change in the SEC's guidelines, without the expense and delay of
a stockholder vote. Because Premier Growth and Quasar have never approached a
10% investment in illiquid or restricted securities, the Board of Directors of
each Fund does not anticipate that the proposed change will have a material
impact on the operation of the Funds.
Approval of Proposals 5A and 5B requires the affirmative vote of the holders
of a 1940 Act Majority. If the stockholders of a Fund do not approve the
Proposal, that Fund will continue to be subject to these fundamental policies.
The Board of Directors of Premier Growth, Balanced Shares and Quasar
recommend that the stockholders of the Funds vote "FOR" the approval of each
of Proposals 5A and 5B, as applicable.
HOW TO VOTE
You may vote your shares by mail by signing and returning the enclosed proxy
card, by telephone, or over the Internet.
Voting by Mail or in Person. If you wish to participate at the Meeting, but
do not wish to give a proxy by telephone or via the Internet, you can
complete, sign and mail the enclosed proxy card or attend the Meeting in
person.
Internet and Telephone Voting. You may give your voting instructions via the
Internet or by touch-tone telephone by following the instructions provided
with your proxy card.
19
<PAGE>
INFORMATION AS TO EACH FUND'S PRINCIPAL OFFICERS
The principal officers of the Funds and their principal occupations during
the past five years are as follows:
John D. Carifa, Chairman of each Fund and President of Premier Growth and
Balanced Shares (see page 4 for biographical information).
Bruce W. Calvert, Executive Vice President of Balanced Shares, 53, is the
Vice Chairman and Chief Executive Officer and a Director of ACMC, with which
he has been associated since prior to 1995.
Alfred Harrison, Executive Vice President of Premier Growth, 63, is Vice
Chairman and a Director of ACMC, with which he has been associated since prior
to 1995.
Kathleen A. Corbet, Senior Vice President of each Fund, 40, is an Executive
Vice President of ACMC, with which she has been associated since prior to
1995.
Paul C. Rissman, Senior Vice President of Balanced Shares, 43, is an
Executive Vice President of ACMC, with which he has been associated since
prior to 1995.
Bruce K. Aronow, Vice President of Quasar, 34, is a Senior Vice President of
ACMC since 1999. Prior thereto, he was a Vice President at Invesco since 1998,
a Vice President at LGT Asset Management since 1996 and a Vice President at
Chancellor Capital Management since prior to 1995.
Andrew M. Aran, Vice President of Balanced Shares, 43, is a Senior Vice
President of ACMC, with which he has been associated since prior to 1995.
Thomas J. Bardong, Vice President of each Fund, 55, is a Senior Vice
President of ACMC, with which he has been associated since prior to 1995.
Michael J. Reilly, Vice President of Premier Growth, 35, is a Senior Vice
President of ACMC, with which he has been associated since prior to 1995.
Edmund P. Bergan, Jr., Secretary of each Fund, 50, is a Senior Vice
President and the General Counsel of Alliance Fund Distributors, Inc. ("AFD")
and Alliance Fund Services, Inc. ("AFS"), with which he has been associated
since prior to 1995.
20
<PAGE>
Andrew L. Gangolf, Assistant Secretary of each Fund, 46, is a Senior Vice
President and Assistant General Counsel of AFD, with which he has been
associated since prior to 1995.
Domenick Pugliese, Assistant Secretary of each Fund, 39, is a Senior Vice
President and Assistant General Counsel of AFD, with which he has been
associated since prior to 1995. Prior thereto, he was a Vice President and
Counsel of Concord Holding Corporation since prior to 1995.
Mark D. Gersten, Treasurer and Chief Financial Officer of each Fund, 50, is
a Senior Vice President of AFS, with which he has been associated since prior
to 1995.
Vincent S. Noto, Controller of each Fund, 35, is a Vice President of AFS,
with which he has been associated since prior to 1995.
The address of Messrs. Carifa, Calvert, Harrison, Rissman, Bardong, Aronow,
Reilly, Aran, Bergan, Gangolf and Pugliese and Ms. Corbet is c/o Alliance
Capital Management, L.P., 1345 Avenue of the Americas, New York, New York
10105. The address of Messrs. Gersten and Noto is c/o Alliance Fund
Distributors, Inc., 500 Plaza Drive, Secaucus, New Jersey 07094.
All of the officers of the Funds are employees of Alliance and officers of
ACMC, the general partner of Alliance, or a wholly-owned subsidiary of
Alliance. As of the Record Date, no officer or Director of the Funds owned
more than 1% of the outstanding equity securities of Alliance.
21
<PAGE>
STOCK OWNERSHIP
According to information filed with the Commission, the following persons
were the beneficial owners of more than 5% of a Fund's outstanding common stock
as of the Record Date.
<TABLE>
<CAPTION>
Percent of
Common Stock
Based on Shares
Outstanding as
Amount of Beneficial of
Name and Address of Beneficial Owner Ownership and Fund the Record Date
------------------------------------ -------------------- ---------------
<S> <C> <C>
174,676,704 28.85%
Premier Growth
Merrill Lynch 14,509,551 32.56%
Mutual Fund Administration (97LS2) Quasar
4800 Deer Lake Dr East, 2nd Floor 3,667,624 12.75%
Jacksonville, FL 32246-6484 Balanced Shares
</TABLE>
REPORTS TO STOCKHOLDERS
A Fund will furnish each person to whom this Proxy Statement is delivered
with a copy of the Fund's latest annual report to stockholders upon request and
without charge. To request a copy, please call Alliance Fund Services, Inc. at
(800) 227-4618 or contact Reid Conway at Alliance Capital Management L.P., 1345
Avenue of the Americas, New York, New York 10105.
By Order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
October 30, 2000
22
<PAGE>
EXHIBIT A
CURRENT AND PROPOSED FUNDAMENTAL POLICIES
PROPOSAL THREE
SECURITIES LENDING POLICIES
<TABLE>
<CAPTION>
Fund Current Policy Proposed Policy
--------------------------------------------------------------
<S> <C> <C>
Alliance 1. The Fund may not 1. The Fund may not
Premier make loans except make loans to other
Growth Fund, through purchase persons, except that
Inc. of debt the Fund may lend
obligations in its portfolio
accordance with securities in
its investment accordance with
objective and applicable law. The
policies. acquisition of
investment
securities or other
investment
instruments shall
not be deemed the
making of a loan.
2. The Fund may not 2. The Fund may not
borrow money or issue senior
issue senior securities (except
securities except to the extent that
for temporary or securities lending
emergency may be considered
purposes in an senior securities)
amount not or borrow money,
exceeding 5% of except for temporary
the value of its or emergency
total assets at purposes in an
the time the amount not exceeding
borrowing is 5% of the value of
made. its total assets at
the time the
borrowing is made.
--------------------------------------------------------------
Alliance 1. The Fund may not 1. The Fund may not
Balanced make loans to make loans to other
Shares, Inc. other persons persons, except that
except certain the Fund may lend
call loans upon its portfolio
collateral securities in
security (the accordance with
Fund does not applicable law. The
intend to make acquisition of
such loans; the investment
acquisition of securities or other
publicly investment
distributed instruments shall
bonds, debentures not be deemed the
and other debt making of a loan.
securities is not
considered a
loan).
2. The Fund may not 2. The Fund may not
issue any issue senior
securities senior securities (except
to the capital to the extent that
stock offered securities lending
hereby. may be considered
senior securities)
or borrow money,
except for temporary
or emergency
purposes in an
amount not exceeding
5% of the value of
its total assets at
the time the
borrowing is made.
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
Fund Current Policy Proposed Policy
--------------------------------------------------------------
<S> <C> <C>
Alliance 1. The Fund may not 1. The Fund may not
Quasar Fund, make loans of its make loans to other
Inc. funds or assets persons, except that
to any other the Fund may lend
person, which its portfolio
shall not include securities in
the purchase of a accordance with
portion of an applicable law. The
issue of publicly acquisition of
distributed investment
bonds, securities or other
debentures, or investment
other securities, instruments shall
whether or not not be deemed the
the purchase was making of a loan.
made upon the
original issuance
of the
securities;
except that the
Fund may not
purchase non-
publicly
distributed
securities
subject to the
limitations
applicable to
restricted
securities.
2. The Fund may not 2. The Fund may not
borrow money issue senior
except for securities (except
temporary or to the extent that
emergency securities lending
purposes in an may be considered
amount not senior securities)
exceeding 5% of or borrow money,
its total assets except for temporary
at the time the or emergency
borrowing is purposes in an
made. amount not exceeding
5% of its total
assets at the time
the borrowing is
made.
</TABLE>
24
<PAGE>
EXHIBIT B
CURRENT AND PROPOSED FUNDAMENTAL POLICIES
PROPOSAL FOUR
DIVERSIFICATION POLICIES (PROPOSAL 4A)
Fund Current Policy Proposed Policy
--------------------------------------------------------------------------------
Alliance The Fund may not purchase It is a fundamental policy
Premier more than 10% of the of the Fund that the Fund is
Growth Fund, outstanding voting required with respect to 75%
Inc. securities of any one of its assets (i) to have no
issuer. more than 5% of its assets
invested in any one issuer
and (ii) to own not more
than 10% of the outstanding
voting securities of any one
issuer.
--------------------------------------------------------------------------------
Alliance The Fund will not invest It is a fundamental policy
Quasar Fund, more than 10% of its of the Fund that the Fund
Inc. total assets in the may not purchase the
securities of any one securities of any one
issuer. issuer, other than the U.S.
Government or any of its
agencies or
instrumentalities, if as a
result more than 5% of its
total assets would be
invested in such issuer or
the Fund would own more than
10% of the outstanding
voting securities of such
issuer, except that up to
25% of its total assets may
be invested without regard
to these 5% and 10%
limitations.
--------------------------------------------------------------------------------
Alliance The Fund may not:
Balanced It is a fundamental policy
Shares, Inc. (1) Invest more than 5% of the Fund that the Fund is
of its total assets required with respect to 75%
in securities of any of its assets (i) to have no
one issuer, except more than 5% of its assets
U.S. Government invested in any one issuer
securities. and (ii) to own not more
than 10% of the outstanding
(2) Own more than 10% of voting securities of any one
the outstanding issuer.
voting securities of
any one issuer.
25
<PAGE>
NON-U.S. COMPANY POLICY (PROPOSAL 4B)
Fund Current Policy Proposed Policy
--------------------------------------------------------------------------------
Alliance The Fund normally invests The Fund invests at least
Premier at least 85% of its total 80% of its total assets in
Growth Fund, assets in equity equity securities of U.S.
Inc. securities of U.S. Companies. A "Non-U.S.
Companies. A "U.S. Company" is a company that
Company" is defined as a (i) is organized outside the
company that (i) is United States, (ii) has its
organized under United principal place of business
States law, (ii) has its outside the United States,
principal office in the and (iii) issues securities
United States, and (iii) that are traded principally
issues equity securities in a foreign country.
that are traded Companies that did not fall
principally in the United within the definition of
States. "Non-U.S. Company" would be
considered to be U.S.
Companies for purposes of
this policy.
COMMODITIES POLICIES (PROPOSAL 4C)
Fund Current Policy Proposed Policy
--------------------------------------------------------------------------------
Alliance The Fund may not purchase Fundamental
Balanced or sell commodities or
Shares, Inc. commodity contracts.
It is a fundamental policy
of the Fund not to purchase
or sell commodities or
commodity contracts, except
financial forward and
futures contracts and
options on such contracts.
Non-fundamental
It is a non-fundamental
policy of the Fund that:
(i) the Fund utilize
futures and options thereon
only for hedging purposes,
(ii) the Fund will not
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 futures contracts
subject to outstanding
options written by the Fund
would exceed 50% of its
total assets,
(iii) the Fund will 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, and
(iv) the Fund will 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.
26
<PAGE>
Fund Current Policy Proposed Policy
--------------------------------------------------------------------------------
Alliance The Fund may not purchase Fundamental
Quasar Fund, or sell commodities or
Inc. commodity contracts.
It is a fundamental policy
of the Fund not to purchase
or sell commodities or
commodity contracts, except
financial forward and
futures contracts and
options on such contracts.
Non-fundamental
It is a non-fundamental
policy of the Fund that:
(i) the Fund utilize
futures and options thereon
only for hedging purposes,
(ii) the Fund will not
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 futures contracts
subject to outstanding
options written by the Fund
would exceed 50% of its
total assets,
(iii) the Fund will 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, and
(iv) the Fund will 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.
27
<PAGE>
EXHIBIT C
CURRENT AND PROPOSED FUNDAMENTAL POLICIES
PROPOSAL FIVE
UNSEASONED ISSUERS POLICY (PROPOSAL 5A)
Fund Current Policy Proposed Policy
--------------------------------------------------------------------------------
Alliance The Fund will not invest No policy.
Quasar Fund, more than 5% of its total
Inc. assets in securities of
issuers that have been in
operation for less than 3
years, including the
operations of any
predecessors.
ILLIQUID SECURITIES POLICIES (PROPOSAL 5B)
Fund Current Policy Proposed Policy
--------------------------------------------------------------------------------
Alliance The Fund will not It is a non-fundamental
Premier purchase illiquid policy of the Fund that the
Growth Fund, securities if immediately Fund may not purchase any
Inc. after such purchase more security or enter into a
than 10% of the Fund's repurchase agreement if, as
net assets taken at a result, more than 15% of
market value would be so its net assets would be
invested. invested in repurchase
agreements not entitling the
holder to payment of
principal and interest
within seven days and in
securities that are illiquid
by virtue of legal or
contractual restrictions on
resale or the absence of a
readily available market;
however, this restriction
will not apply to securities
sold pursuant to Rule 144A
under the Securities Act of
1933, so long as such
securities meet liquidity
guidelines established from
time to time by the Board of
Directors.
28
<PAGE>
Fund Current Policy Proposed Policy
--------------------------------------------------------------------------------
Alliance The Fund will limit its It is a non-fundamental
Balanced investments in illiquid policy of the Fund that the
Shares, Inc. securities together with Fund may not purchase any
restricted securities security or enter into a
(except Rule 144A repurchase agreement if, as
securities) to no more a result, more than 15% of
than 15% of the Fund's its net assets would be
average net assets. invested in repurchase
agreements not entitling the
holder to payment of
principal and interest
within seven days and in
securities that are illiquid
by virtue of legal or
contractual restrictions on
resale or the absence of a
readily available market;
however, this restriction
will not apply to securities
sold pursuant to Rule 144A
under the Securities Act of
1933, so long as such
securities meet liquidity
guidelines established from
time to time by the Board of
Directors.
--------------------------------------------------------------------------------
Alliance (1) The Fund may not It is a non-fundamental
Quasar Fund, invest more than 10% policy of the Fund that the
Inc. of its assets in Fund may not purchase any
restricted security or enter into a
securities. repurchase agreement if, as
a result, more than 15% of
its net assets would be
invested in repurchase
agreements not entitling the
holder to payment of
principal and interest
within seven days and in
securities that are illiquid
by virtue of legal or
contractual restrictions on
resale or the absence of a
readily available market;
however, this restriction
will not apply to securities
sold pursuant to Rule 144A
under the Securities Act of
1933, so long as such
securities meet liquidity
guidelines established from
time to time by the Board of
Directors.
(2) The Fund will not
invest more than 5%
of its total assets
in any securities of
issuers which are
not readily
marketable.
29
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS Page
----------------- ----
<S> <C>
Introduction............................................................. 1
Proposal One: Election of Directors...................................... 5
Proposal Two: Ratification of Selection of Independent Auditors.......... 10
Proposal Three: Approval of a Proposal to Amend a Fundamental Policy to
Permit Securities Lending to the Extent Permitted by the 1940 Act...... 11
Proposal Four: Approval of Proposals to Amend Certain Fundamental
Policies............................................................... 12
Proposal Five: Approval of Proposals to Remove or Reclassify Certain of
the Funds' Fundamental Policies as Non-Fundamental Policies............ 17
How to Vote.............................................................. 19
Information as to the Funds' Principal Officers.......................... 20
Stock Ownership.......................................................... 22
Reports to Stockholders.................................................. 22
Exhibit A................................................................ 23
Exhibit B................................................................ 25
Exhibit C................................................................ 28
</TABLE>
Alliance Premier
Growth Fund, Inc.
Alliance Balanced
Shares, Inc.
Alliance Quasar
Fund, Inc.
--------------------------------------------------------------------------------
[Logo AllianceCapital]
Alliance Capital Management L.P.
--------------------------------------------------------------------------------
NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
December 12, 2000
