<PAGE>
As filed with the Securities and Exchange Commission on
January 22, 1996
1933 Act Registration No. 33-65371
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
/X/ Pre-Effective Amendment No. 1
/ / Post-Effective Amendment No. __
______________________________
ALLIANCE PREMIER GROWTH FUND, INC.
(Exact Name of Registrant as Specified in Charter)
Area Code and Telephone Number: (800) 221-5672
1345 Avenue of the Americas, New York, New York 10105
(Address of Principal Executive Office) (Zip Code)
______________________________
EDMUND P. BERGAN, JR.
Alliance Capital Management Corporation
1345 Avenue of the Americas
New York, New York 10105
(Name and address of agent for service)
Copies of communications to:
Thomas G. MacDonald
Seward & Kissel
One Battery Park Plaza
New York, New York 10004
______________________________
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective
date of this Registration Statement.
<PAGE>
The Registrant has registered an indefinite number of
securities under the Securities Act of 1933 pursuant to Rule 24f-
2 under the Investment Company Act of 1940; accordingly, no fee
is payable herewith. A Rule 24f-2 Notice for Registrant's fiscal
year ended November 30, 1994 was filed with the Commission on
January 24, 1995.
________________________________________________________________
The Registrant hereby amends this Registration Statement
under the Securities Act of 1933 on such date or dates as may be
necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in
accordance with the provisions of Section 8(a) of the Securities
Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to
Section 8(a), may determine.
_______________________________________________________________
00250227.AF3
<PAGE>
CROSS REFERENCE SHEET
Item of Part A Location in
of Form N-14 Prospectus
______________ ___________
1. .............. Cross Reference Sheet; Front Cover Page.
2. .............. Back Cover Page.
3. .............. Fee Table; Synopsis; Comparison of
Investment Objectives and Policies.
4. .............. Reasons for the Transaction; Information
About the Transaction.
5. .............. Comparison of Investment Objectives and
Policies; Information About the Funds;
Additional Information About Alliance
Premier Growth Fund, Inc. ("Premier Growth
Fund").
6. .............. Comparison of Investment Objectives and
Policies; Information About the Funds;
Additional Information About Alliance
Counterpoint Fund ("Counterpoint Fund").
7. .............. Voting Information.
8. .............. Inapplicable.
9. .............. Inapplicable.
Item of Part B Location in Statement
of Form N-14 of Additional Information
______________ _________________________
10. .............. Cover Page.
11. .............. Cover Page.
12. .............. Statement of Additional Information of
Premier Growth Fund dated February 1, 1995
(as amended as of January 19, 1996);
Additional Information About the Funds.
13. .............. Inapplicable.
14. .............. Report of Independent Accountants and
financial statements of Premier Growth Fund
<PAGE>
as of November 30, 1995; Report of
Independent Auditors and financial
statements of Counterpoint Fund as of
September 30, 1995; unaudited pro forma
combined financial information as of
November 30, 1995.
00250227.AF3
<PAGE>
<PAGE>
LOGO ALLIANCE COUNTERPOINT FUND
- --------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
January 22, 1996
- --------------------------------------------------------------------------------
To the Shareholders of Alliance Counterpoint Fund (the "Fund"):
The accompanying Notice of Special Meeting of Shareholders and
Prospectus/Proxy Statement present to the Fund's shareholders a proposal, to be
considered at a Special Meeting of Shareholders on February 29, 1996, for the
Fund's assets to be acquired by Alliance Premier Growth Fund, Inc. ("Premier
Growth Fund"), an open-end investment company also managed by Alliance Capital
Management L.P. ("Alliance"). As the Prospectus/Proxy Statement is long and
detailed, your Fund's Trustees thought it desirable to summarize the proposal
that the Trustees are recommending for your approval.
Premier Growth Fund, which has had a significantly better performance record
and a lower expense ratio than the Fund, seeks long-term growth of capital by
investing predominantly in the equity securities of a limited number of large,
carefully selected, high-quality U.S. companies that Alliance believes are
likely to achieve superior earnings growth. Your Fund's Trustees have given
full and careful consideration to the proposed acquisition, as well as to
potential alternatives, and have concluded that the acquisition is in the best
interests of the Fund and its shareholders. ACCORDINGLY, YOUR TRUSTEES
RECOMMEND THAT YOU VOTE TO APPROVE THE PROPOSAL.
If the acquisition of the Fund's assets by Premier Growth Fund is approved by
shareholders at the February 29th meeting, the acquisition is expected to occur
within the following two weeks. At that time, each shareholder of the Fund will
receive, in exchange for his or her Class A, Class B or Class C shares of the
Fund, shares of the same class of Premier Growth Fund equal in net asset value
at the close of business on the date of the exchange to the total net asset
value of the shareholder's shares of the Fund.
Shareholders will not be assessed any sales charge or other fee in connection
with the proposed acquisition. No gain or loss will be recognized by
shareholders of the Fund as a result of the transfer of the Fund's assets to
Premier Growth Fund and the subsequent distribution of Premier Growth Fund
shares to shareholders in exchange for their shares of the Fund.
We would welcome your attendance at the Special Meeting of Shareholders. If
you are unable to attend, please sign, date and return the enclosed proxy card
promptly in order to spare the Fund additional proxy solicitation expenses.
Sincerely,
John D. Carifa
Chairman of the Trustees
<PAGE>
LOGO ALLIANCE COUNTERPOINT FUND
- --------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 733-8481.
- --------------------------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF ALLIANCE COUNTERPOINT FUND
To the Shareholders of Alliance Counterpoint Fund:
A Special Meeting of the Shareholders of Alliance Counterpoint Fund
("Counterpoint Fund") will be held at 1345 Avenue of the Americas, 33rd Floor,
New York, New York 10105 on February 29, 1996 at 11:00 a.m. (the "Meeting"),
for the following purposes:
1. To approve an Agreement and Plan of Reorganization and Liquidation
providing for the transfer of all the assets and all the liabilities of
Counterpoint Fund in exchange for shares of Alliance Premier Growth Fund, Inc.,
the distribution of such shares to shareholders of Counterpoint Fund in
liquidation of Counterpoint Fund and the subsequent dissolution of Counterpoint
Fund; and
2. To transact such other business as may properly come before the Meeting or
any adjournment or adjournments thereof.
The Trustees have fixed the close of business on January 8, 1996 as the
record date for determination of those shareholders entitled to notice of, and
to vote at, the Meeting or any adjournment thereof. The enclosed proxy is being
solicited on behalf of the Trustees. Each shareholder who does not expect to
attend in person is requested to complete, date, sign and promptly return the
enclosed form of proxy.
By Order of the Trustees,
Edmund P. Bergan, Jr.
Secretary
New York, New York
January 22, 1996
THE TRUSTEES OF COUNTERPOINT FUND RECOMMEND APPROVAL OF THE AGREEMENT AND PLAN
OF REORGANIZATION AND LIQUIDATION
- --------------------------------------------------------------------------------
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. IN ORDER TO SAVE COUNTERPOINT FUND ANY ADDITIONAL
EXPENSE OF FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY PROMPTLY.
- --------------------------------------------------------------------------------
(R)This is a registered service mark used under license from the owner,
Alliance Capital Management L.P.
<PAGE>
PROSPECTUS/PROXY STATEMENT
ACQUISITION OF THE ASSETS
OF ALLIANCE COUNTERPOINT FUND
1345 AVENUE OF THE AMERICAS,
NEW YORK, NEW YORK 10105,
1-800-733-8481
----------------
BY AND IN EXCHANGE FOR SHARES
OF ALLIANCE PREMIER GROWTH FUND, INC.
1345 AVENUE OF THE AMERICAS,
NEW YORK, NEW YORK 10105,
1-800-221-5672
JANUARY 22, 1996
----------------
INTRODUCTION
This Prospectus/Proxy Statement relates to the solicitation of shareholder
approval for the proposed transfer of all the assets and all the liabilities
of Alliance Counterpoint Fund ("Counterpoint Fund") to Alliance Premier Growth
Fund, Inc. ("Premier Growth Fund") in exchange for shares of Class A, Class B
and Class C common stock of Premier Growth Fund. Following the exchange, Class
A, Class B and Class C shares of Premier Growth Fund will be distributed to
the shareholders of Counterpoint Fund in liquidation of Counterpoint Fund. As
a result of the proposed transaction, each holder of Class A, Class B or Class
C shares of Counterpoint Fund will receive that number of full and fractional
shares of the corresponding class (i.e., Class A, Class B and Class C, as the
case may be) of Premier Growth Fund equal in net asset value at the close of
business on the date of the exchange to the net asset value of the holder's
Class A, Class B or Class C shares of Counterpoint Fund.
It is anticipated that the proposed transaction will result in substantial
benefits to the shareholders of Counterpoint Fund in that it will enable them
to acquire an investment in a fund with an investment objective that is
identical to the primary investment objective of Counterpoint Fund and that
has a substantially lower expense ratio and significantly better historical
performance than Counterpoint Fund. Like the Class A, Class B and Class C
shares of Counterpoint Fund, the Class A shares of Premier Growth Fund are
sold subject to an initial sales charge and, in some cases, a contingent
deferred sales charge upon redemption, the Class B shares of Premier Growth
Fund are sold subject to a contingent deferred sales charge upon most
redemptions within four years of purchase and the Class C shares of Premier
Growth Fund are sold without the imposition of a sales charge either at the
time of purchase or upon redemption. The proposed transaction will be effected
at net asset value without the imposition of any sales charges or other fees.
Premier Growth Fund is an open-end management investment company organized
as a Maryland corporation. The investment objective of Premier Growth Fund,
which is identical to the primary
<PAGE>
objective of Counterpoint Fund, is to seek long-term growth of capital.
Premier Growth Fund pursues its investment objective by investing
predominantly in the equity securities of a limited number of large, carefully
selected, high-quality U.S. companies that are judged likely to achieve
superior earnings growth.
Counterpoint Fund intends to sell securities prior to the proposed
acquisition to the extent desirable from the perspective of Premier Growth
Fund's portfolio. Purchases of portfolio securities by Counterpoint Fund prior
to the proposed acquisition will be consistent with the investment objectives
and policies of both Counterpoint Fund and Premier Growth Fund. Consequently,
it is expected that Counterpoint Fund's portfolio turnover rate will increase
approximately 40% to 50% and, in addition, Counterpoint Fund will realize
significant capital gains and will incur related transaction costs.
THE TRUSTEES OF COUNTERPOINT FUND
RECOMMEND APPROVAL OF THE AGREEMENT
AND PLAN OF REORGANIZATION AND LIQUIDATION
This Prospectus/Proxy Statement, which should be retained for future
reference, sets forth concisely the information about Premier Growth Fund that
a prospective investor should know before returning the enclosed proxy card.
This Prospectus/Proxy Statement is accompanied by the Prospectus of The
Alliance Stock Funds dated November 1, 1995 (the "Stock Funds Prospectus"),
which includes information concerning Premier Growth Fund and the Annual
Report of Premier Growth Fund as of and for the fiscal year ended November 30,
1995 (the "Premier Growth Fund Annual Report"). The information in the Stock
Funds Prospectus pertaining to Premier Growth Fund is incorporated herein by
reference. A Statement of Additional Information dated January 22, 1996 (the
"Supplementary Information"), which provides a further discussion of certain
matters discussed herein, as well as additional matters, including information
about Premier Growth Fund and Counterpoint Fund, has been filed with the
Securities and Exchange Commission (the "Commission") and is also incorporated
herein by reference. A Statement of Additional Information of Premier Growth
Fund dated February 1, 1995 (as amended as of January 19, 1996) has been filed
with the Commission as part of the Supplementary Information and is further
incorporated by reference herein. Copies of the Supplementary Information may
be obtained without charge by writing to Alliance Fund Services, Inc., the
transfer agent of Premier Growth Fund, at P.O. Box 1520, Secaucus, New Jersey
07096, or by calling the transfer agent toll-free at 1-800-221-5672.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS/PROXY STATEMENT. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
2
<PAGE>
SYNOPSIS
This synopsis is qualified by reference to the more complete information
contained elsewhere in this Prospectus/Proxy Statement, the Stock Funds
Prospectus, the Premier Growth Fund Annual Report and the Agreement and Plan
of Reorganization and Liquidation attached hereto as Exhibit A. Premier Growth
Fund and Counterpoint Fund are sometimes individually referred to herein as a
"Fund" and collectively as the "Funds."
PROPOSED TRANSACTION. At the special meeting held on November 28, 1995, the
Trustees of Counterpoint Fund, including the Trustees who are not "interested
persons" of Counterpoint Fund (the "Independent Trustees") within the meaning
of the Investment Company Act of 1940 (the "1940 Act"), approved an Agreement
and Plan of Reorganization and Liquidation (the "Plan") between Counterpoint
Fund and Premier Growth Fund providing for the transfer of all the assets of
Counterpoint Fund to Premier Growth Fund and the assumption by Premier Growth
Fund of all the liabilities of Counterpoint Fund in exchange for Class A,
Class B and Class C shares of Premier Growth Fund, and the distribution of the
Class A, Class B and Class C shares of Premier Growth Fund to shareholders of
Counterpoint Fund in liquidation of Counterpoint Fund (the "Transaction"). The
aggregate net asset value of the Class A, Class B and Class C shares of
Premier Growth Fund issued in the Transaction will equal the aggregate net
asset value of the Class A, Class B and Class C shares, respectively, of
Counterpoint Fund then outstanding.
As a result of the Transaction, each holder of Class A, Class B or Class C
shares of Counterpoint Fund will receive that number of full and fractional
Class A, Class B or Class C shares of Premier Growth Fund equal in net asset
value at the close of business on the date of the exchange to the net asset
value of such holder's Class A, Class B or Class C shares of Counterpoint
Fund. The Transaction will be effected at net asset value without the
imposition of any sales charges or other fees.
The Trustees of Counterpoint Fund have determined that the interests of
existing shareholders of Counterpoint Fund would not be diluted as a result of
the Transaction, concluded that the Transaction would be in the best interests
of Counterpoint Fund and the shareholders of Counterpoint Fund and recommend
approval of the Transaction. Approval of the Plan and the Transaction will
require the affirmative vote of the holders of a majority of the outstanding
shares of Counterpoint Fund. The expenses incurred in connection with the
Transaction, other than the expenses incurred by Counterpoint Fund through the
time of the closing of the Transaction as a result of the portfolio
realignment to be made in anticipation of the Transaction, and the cost of
valuing certain illiquid securities of Counterpoint Fund, will be borne by
Alliance Capital Management L.P., the investment adviser to each of the Funds
("Alliance"). The portfolio realignment is discussed in greater detail under
"Information about the Transaction--Portfolio Transactions by Counterpoint
Fund."
The Transaction is expected to occur shortly following shareholder approval
thereof. However, the Plan may be terminated at any time prior to the closing
of the Transaction by either Fund, whether or not shareholder approval has
been obtained, if the conditions precedent to that Fund's obligations under
the Plan have not been satisfied or if the Trustees of Counterpoint Fund or
the Directors of Premier Growth Fund, as the case may be, determine that
proceeding with the Plan would not be in the best interests of that Fund's
shareholders. Unless the Funds agree in writing, the Plan shall terminate,
without liability to any party, as of the close of business on February 28,
1997 if the closing of the Transaction is not held on or prior to such date.
3
<PAGE>
TAX CONSEQUENCES OF THE TRANSACTION. No gain or loss will be recognized by
Premier Growth Fund, Counterpoint Fund or the shareholders of Counterpoint
Fund as a result of the Transaction. The aggregate tax basis of the shares of
each class of Premier Growth Fund received by a Counterpoint Fund shareholder
will be the same as the aggregate tax basis of the shareholder's shares of the
corresponding class of Counterpoint Fund, and the holding period of the shares
of each class of Premier Growth Fund received by a Counterpoint Fund
shareholder will include the holding period of the shares of the corresponding
class of Counterpoint Fund held by the shareholder, provided that such shares
are held as capital assets by the Counterpoint Fund shareholder at the time of
the Transaction. The holding period and tax basis of each asset of
Counterpoint Fund in the hands of Premier Growth Fund as a result of the
Transaction will be the same as the holding period and tax basis of each such
asset in the hands of Counterpoint Fund prior to the Transaction. The
foregoing tax information is based on an opinion of Seward & Kissel, counsel
to each Fund. An opinion of counsel is not binding on the Internal Revenue
Service. See "Information about the Transaction--Federal Income Tax
Consequences of the Transaction" below.
Prior to the Transaction, Counterpoint Fund intends to sell portfolio
securities to the extent desirable from the perspective of the portfolio of
Premier Growth Fund. It is expected that Counterpoint Fund will realize
substantial capital gains as a result of these transactions. Counterpoint Fund
also intends, prior to the Transaction, to declare and pay a special dividend
to its shareholders of record as of a date prior thereto.
INVESTMENT OBJECTIVE AND POLICIES. While the investment objective of Premier
Growth Fund is identical to the primary investment objective of Counterpoint
Fund, the Funds' investment policies are different. Each Fund seeks long-term
capital appreciation. Counterpoint Fund has a secondary objective of seeking
current income; Premier Growth Fund does not have a secondary objective. The
investment policies of Premier Growth Fund and Counterpoint Fund are discussed
in detail below under "Comparison of Investment Objectives and Policies."
ADVISORY AND DISTRIBUTION FEES. Under an investment advisory agreement with
Alliance dated September 17, 1992, Premier Growth Fund pays monthly to
Alliance a fee at the annualized rate of 1.00% of the average daily value of
the Fund's net assets. Under an investment advisory agreement with Alliance
dated July 22, 1992, Counterpoint Fund pays monthly to Alliance a fee at the
annualized rate of .75% of the average daily value of the Fund's net assets.
The advisory fee paid by each Fund is higher than the management fees paid by
most other investment companies, but Alliance believes each fee is comparable
to those paid by most other investment companies of similar investment
orientation. Although the advisory fee paid by Premier Growth Fund is higher
than that of Counterpoint Fund, the overall expense ratio of Premier Growth
Fund is substantially lower than that of Counterpoint Fund. See "Reasons for
the Transaction."
Premier Growth Fund has entered into a Distribution Services Agreement that
incorporates a distribution plan adopted pursuant to Rule 12b-1 under the 1940
Act (a "Rule 12b-1 plan") with Alliance Fund Distributors, Inc. ("AFD"). AFD
is the principal underwriter of Premier Growth Fund's shares and an indirect
wholly-owned subsidiary of Alliance. Pursuant to its Rule 12b-1 plan, to
reimburse AFD for distribution expenses, Premier Growth Fund pays to AFD a
Rule 12b-1 distribution services fee at an annual rate that may not exceed, on
an annualized basis, .50% of the aggregate average daily net assets of the
Fund attributable to Class A shares and 1.00% of the aggregate average daily
net assets of the Fund attributable to each of the Class B and Class C shares
for distribution services. The Directors
4
<PAGE>
of Premier Growth Fund currently limit payments under the Rule 12b-1 plan with
respect to Class A shares sold after November 1993 to .30% of the Fund's
aggregate average daily net assets attributable to such shares. Counterpoint
Fund also has entered into a Distribution Services Agreement that incorporates
a Rule 12b-1 plan with AFD, the Fund's principal underwriter. Pursuant to its
Rule 12b-1 plan, to reimburse AFD for distribution expenses, Counterpoint Fund
pays to AFD a Rule 12b-1 distribution services fee at an annual rate that may
not exceed .30% of Counterpoint Fund's aggregate average daily net assets
attributable to Class A shares and 1.00% of the aggregate average daily net
assets of the Fund attributable to each of the Class B and Class C shares for
distribution services. Each Rule 12b-1 plan provides that a portion of the
distribution services fee in an amount not to exceed .25% of the aggregate
average daily net assets of the Fund attributable to each class of shares
constitutes a service fee used for personal service and/or the maintenance of
shareholder accounts.
Alliance Fund Services, Inc., an affiliate of Alliance, provides transfer
agency and shareholder services to both Premier Growth Fund and Counterpoint
Fund.
DIVIDENDS AND DISTRIBUTIONS. The dividend and distribution policies of the
Funds are the same. The Funds have no fixed dividend rates. It is the
intention of each Fund to distribute each fiscal year all of its net
investment income and net realized capital gains, if any, for such year.
There is no sales or other charge in connection with the reinvestment of
dividends and capital gains distributions of the Funds. Each Fund permits its
shareholders to make an election to receive dividends and distributions in
cash or in full or fractional shares of that Fund.
PURCHASE PROCEDURES AND EXCHANGE PRIVILEGES. The purchase procedures and
exchange privileges of the Funds are substantially the same. Under a multiple
pricing structure, each Fund offers investors the choice of purchasing its
shares subject to either a front-end sales charge, as Class A shares, a
contingent deferred sales charge, as Class B shares, or without any initial or
contingent deferred sales charge, as Class C shares. Purchases of Class A
shares of each Fund of $1,000,000 or more are not subject to an initial sales
charge but may be subject to a contingent deferred sales charge under certain
circumstances. The sales charges on the Class A and Class B shares,
respectively, of each Fund are identical. The sales charges do not apply to
shares acquired through the reinvestment of dividends or distributions. No
sales charges or other fees will be assessed to shareholders of Counterpoint
Fund in connection with the Transaction.
The Funds offer identical programs whereby the sales charge on Class A
shares of a Fund may be eliminated or reduced, except that Counterpoint Fund
may sell its Class A shares at net asset value (i.e., without any initial
sales charge) and without any contingent deferred sales charge to persons who
were shareholders of Counterpoint Fund before the commencement of sales of
shares of the Fund subject to a sales charge. Those shareholders also will be
eligible to purchase Class A shares of Premier Growth Fund at net asset value
and without any contingent deferred sales charge.
As indicated above, Class B shares of each Fund are subject to a contingent
deferred sales charge imposed on most redemptions made within four years of
purchase. Class B shares convert into Class A shares eight years after
purchase, in the case of Counterpoint Fund, and six years after purchase, in
the case of Premier Growth Fund. Class B shares of Premier Growth Fund
distributed in the Transaction will remain subject to the Counterpoint Fund
eight-year conversion schedule. Therefore, those shares will automatically
convert to Class A shares of Premier Growth Fund eight years following the
date of the original purchase of the corresponding Class B shares of
Counterpoint Fund. Class B shares of
5
<PAGE>
Premier Growth Fund that are not acquired in the Transaction, but are purchased
in accordance with the Stock Funds Prospectus, will automatically convert to
Class A shares of Premier Growth Fund after six years.
The minimum initial investment in each Fund is $250 and the minimum for
subsequent investments is $50, except in certain instances as described in the
Stock Funds Prospectus. See "Purchase and Sale of Shares--How to Buy Shares" in
the Stock Funds Prospectus.
Shares of each Fund may be exchanged for shares of the same class of certain
other open-end investment companies managed by Alliance, including AFD Exchange
Reserves, a money market fund managed by Alliance ("Alliance Mutual Funds").
See "Purchase and Sale of Shares--How to Exchange Shares" in the Stock Funds
Prospectus. Exchanges of shares are made at the relative net asset values next
determined, without sales or service charges.
REDEMPTION PROCEDURES. The redemption procedures of the Funds are the same.
Shares of each Fund may be redeemed, either directly or through a broker-
dealer, bank or other financial intermediary, on any day the New York Stock
Exchange is open for trading. Shares are redeemed at net asset value next
calculated after a Fund receives a redemption request in proper form and,
except with respect to certain purchases of Class A shares of $1,000,000 or
more redeemed within one year of purchase and purchases of Class B shares
redeemed within four years of purchase, without any contingent deferred sales
charges. Class A and Class B shares will continue to age without regard to the
Transaction for purposes of determining the contingent deferred sales charge,
if any, upon redemption. Proceeds of a redemption generally are sent within
seven days. See "Purchase and Sale of Shares--How to Sell Shares" in the Stock
Funds Prospectus.
6
<PAGE>
FEE TABLE
The table below sets forth information with respect to shares of Premier
Growth Fund and shares of Counterpoint Fund as well as pro forma information
for shares of Premier Growth Fund after giving effect to the Transaction. The
table was prepared by Alliance based on the net asset, fee and expense levels
of the Funds as of November 30, 1995. Because certain of the expenses of
Premier Growth Fund are relatively fixed, the percentage amounts of "Other
Expenses" and "Total Fund Operating Expenses" for Premier Growth Fund
following the Transaction would be greater than those shown below to the
extent its assets were less than those shown under "Information about the
Transaction--Capitalization" below.
<TABLE>
<CAPTION>
PRO FORMA COMBINED
FUND (I.E.
SHARES OF
SHARES OF SHARES OF PREMIER GROWTH FUND
PREMIER COUNTERPOINT FOLLOWING THE
GROWTH FUND FUND TRANSACTION)
----------- ------------ -------------------
<S> <C> <C> <C>
Shareholder Transaction Ex-
penses
Sales Load (as a percentage
of offering price)
Class A.................... 4.25%(a) 4.25%(a) 4.25%(a)
Class B and Class C........ None None None
Sales Charge Imposed on Div-
idend Reinvestments........ None None None
Deferred Sales Load (as per-
centage of original
purchase price or redemp-
tion proceeds,
whichever is lower)
Class A.................... None(a) None(a) None(a)
Class B.................... 4.0% 4.0% 4.0%
during the during the during the
first year, first year, first year,
decreasing decreasing decreasing
1.0% 1.0% 1.0%
annually annually annually
after the after the after the
fourth fourth fourth
year(b) year(b) year(b)
Class C.................... None None None
Redemption Fees (as percent-
age of amount redeemed).... None None None
Exchange Fee................ None None None
Annual Fund Operating Ex-
penses
Management Fees
Class A.................... 1.00% .75% 1.00%
Class B.................... 1.00% .75% 1.00%
Class C.................... 1.00% .75% 1.00%
12b-1 Fees
Class A.................... .37% .30% .35%
Class B.................... 1.00% 1.00% 1.00%
Class C.................... 1.00% 1.00% 1.00%
Other Expenses (c)
Class A.................... .38% 1.17% .31%
Class B.................... .43% 1.19% .32%
Class C.................... .42% 1.19% .31%
----------- ----------- -----------
Total Fund Operating Ex-
penses
Class A.................... 1.75% 2.22% 1.66%
Class B.................... 2.43% 2.94% 2.32%
Class C.................... 2.42% 2.94% 2.31%
=========== =========== ===========
</TABLE>
7
<PAGE>
- --------
(a) Purchases of Class A shares of $1,000,000 or more are not subject to an
initial sales charge but may be subject to a 1% deferred sales charge on
redemptions made within one year of purchase. See "Purchase and Sale of
Shares--How to Buy Shares" in the Stock Funds Prospectus.
(b) Class B shares automatically convert to Class A shares six years after
purchase, in the case of Premier Growth Fund, and eight years after
purchase, in the case of Counterpoint Fund. Class B shares of Premier
Growth Fund distributed in the Transaction will automatically convert to
Class A shares eight years following the respective dates of the original
purchases of the Class B shares of Counterpoint Fund exchanged in the
Transaction. Class B shares of Premier Growth Fund that are not acquired
in the Transaction, but are purchased in accordance with the Stock Funds
Prospectus, will automatically convert to Class A shares of Premier Growth
Fund after six years.
(c) These expenses include a transfer agency fee payable to Alliance Fund
Services, Inc., an affiliate of Alliance, based on a fixed dollar amount
charged to the Fund for each shareholder's account.
EXAMPLE
The Example below shows the cumulative expenses attributable to a $1,000
investment in shares of Premier Growth Fund, shares of Counterpoint Fund and
shares of the pro forma combined fund for the periods specified.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Premier Growth Fund
Class A..................................... $60 $ 95 $133 $240
Class B(a).................................. $65 $ 96 $130 $244(b)
Class B(c).................................. $25 $ 76 $130 $244(b)
Class C..................................... $25 $ 75 $129 $276
Counterpoint Fund
Class A..................................... $64 $109 $156 $287
Class B(a).................................. $70 $111 $155 $301(d)
Class B(c).................................. $30 $ 91 $155 $301(d)
Class C..................................... $30 $ 91 $155 $326
Pro Forma Combined Fund (i.e., shares of Pre-
mier Growth Fund
received in the Transaction)
Class A..................................... $59 $ 93 $129 $231
Class B(a).................................. $64 $ 92 $124 $249(e)
Class B(c).................................. $24 $ 72 $124 $249(e)
Class C..................................... $23 $ 72 $124 $265
</TABLE>
- --------
(a) Assumes redemption at end of period.
(b) Assumes Class B shares convert to Class A shares after six years.
(c) Assumes no redemption at end of period.
(d) Assumes Class B shares convert to Class A shares after eight years.
(e) Assumes Class B shares distributed in the Transaction convert to Class A
shares after eight years.
The purpose of the foregoing table is to assist the investor in
understanding the various costs and expenses that an investor in a Fund will
bear directly or indirectly. Long-term holders of shares of a Fund may pay
aggregate sales charges totaling more than the economic equivalent of the
maximum
8
<PAGE>
initial sales charges permitted by the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. The Example above assumes reinvestment
of all dividends and distributions and utilizes a 5% annual rate of return as
mandated by Commission regulations. The Example is not to be considered
representative of past or future expenses; actual expenses may be greater or
less than those shown. Except as noted in the Example, the cumulative expenses
attributable to the hypothetical investment are the same whether or not
redemption at the end of the respective periods is assumed.
REASONS FOR THE TRANSACTION
At the November 28, 1995 Special Meeting of the Trustees of Counterpoint
Fund, Alliance recommended to the Trustees that they approve and recommend to
the shareholders of Counterpoint Fund for their approval a combination of
Counterpoint Fund with Premier Growth Fund by means of a tax-free acquisition
of all the assets and assumption of all the liabilities of Counterpoint Fund by
Premier Growth Fund in exchange for shares of Premier Growth Fund, which shares
would then be distributed to the shareholders of Counterpoint Fund in
liquidation of Counterpoint Fund. The Trustees accepted Alliance's
recommendation, concluded that the Transaction and the Plan would be in the
best interests of Counterpoint Fund and its shareholders and recommended that
the shareholders approve the proposed Transaction.
Alliance made its recommendation to the Trustees because of the lack of
success of Counterpoint Fund from the retail sales standpoint, the substantial
decrease in Counterpoint Fund's assets due to the net redemption of shares of
Counterpoint Fund that has occurred since 1992, Premier Growth Fund's
substantially lower expense ratio and the substantially better performance of
Premier Growth Fund. A decrease in the assets of a fund is generally a concern
for that fund and its shareholders because the growth of assets generally
results in economies of scale that can benefit shareholders by spreading the
fixed expenses of the fund over a larger asset base, thereby reducing the
fund's expense ratio. In addition, there are portfolio management benefits when
a fund is growing rather than shrinking. In formulating its recommendation to
the Trustees, Alliance proposed to the Trustees the acquisition of all of the
assets and liabilities of Counterpoint Fund by Premier Growth Fund which,
Alliance noted, has a lower expense ratio, a better performance record and a
greater asset level than Counterpoint Fund. Alliance further noted the
investment styles of the Funds, their investment objectives and policies and
that they are both managed by Alliance's Large Cap Growth Group. Alliance also
noted that there is a substantial degree of similarity between the investment
portfolios of the two Funds.
In reaching its decision to recommend shareholder approval of the
Transaction, the Trustees considered the foregoing and a number of other
factors. The Trustees reviewed the expense ratios of the Funds as of October
31, 1995, which, on an annualized basis, were 2.20% for the Class A shares and
2.90% for the Class B and Class C shares of Counterpoint Fund, and 1.84% for
the Class A shares, 2.48% for the Class B shares and 2.47% for the Class C
shares of Premier Growth Fund. The Trustees also reviewed a summary of the
preliminary pro forma operating expenses covering the same time period of the
Class A shares of the combined entity resulting from the Transaction. That
summary indicated that, at current asset levels, the acquisition would result
in a projected expense ratio reduction to a holder of Class A shares of
Counterpoint Fund of .42%, annualized, relative to the current expense ratio of
2.20% for the Class A shares. Alliance indicated that Class B and Class C
shareholders would realize similar expense ratio reductions from the
acquisition. In addition, the Trustees considered the comparative investment
performance of the Class A shares of each Fund, noting Premier Growth Fund's
total return
9
<PAGE>
was 49.94% for the period from January 1, 1995 to October 31, 1995
(annualized) and 32.18% for the one-year period ended October 31, 1995 and its
average annual total return was 15.97% for the three-year period ended October
31, 1995 and 16.08% for the period from commencement of operations (September
28, 1992) to November 28, 1995, while Counterpoint Fund's total return was
22.27% for the period from January 1, 1995 to October 31, 1995 (annualized)
and 21.92% for the one-year period ended October 31, 1995 and its average
annual total return was 10.41% for the three-year period ended October 31,
1995 and 14.08% for the period from commencement of operations (February 28,
1985) to November 28, 1995.
The Trustees also considered, among other things: (i)the terms and
conditions of the Transaction; (ii) whether the Transaction would result in
the dilution of shareholders' interests; (iii) the investment objectives,
policies and strategies of each of the Funds; (iv) the effect of the
anticipated realignment of the investment holdings of Counterpoint Fund,
including the associated brokerage costs and the resulting tax consequences in
connection with disposing of portfolio holdings prior to the closing of the
Transaction; (v) the fact that the advisory fee paid by Premier Growth Fund is
higher than that paid by Counterpoint Fund; (vi) the fact that the Rule 12b-1
fee paid with respect to Class A shares by Premier Growth Fund is higher than
that paid with respect to Class A shares by Counterpoint Fund; (vii) the fact
that Alliance will bear the expenses incurred by the Funds in connection with
the Transaction other than the expenses incurred by Counterpoint Fund as a
result of the portfolio realignment made in anticipation of the Transaction
and the cost of valuing certain illiquid securities of Counterpoint Fund;
(viii) the benefits of the Transaction to persons other than Counterpoint
Fund; (ix) the fact that the Agreement provides Premier Growth Fund will
assume all the liabilities of Counterpoint Fund; (x) the expected federal
income tax consequences of the Transaction; (xi) the historical and pro forma
information referred to above; and (xii) whether the acquisition of
Counterpoint Fund by Premier Growth Fund was preferable to an acquisition by
other potential acquirers, including funds that are not sponsored by Alliance.
During their consideration of the Transaction, the Independent Trustees met
with the other Trustees as well as separately with independent legal counsel
regarding the legal issues involved. Based on the factors described above, the
Trustees determined that the Transaction would be in the best interests of
Counterpoint Fund and the shareholders of Counterpoint Fund and would not
result in dilution of shareholders' interests, and recommended that the
shareholders of Counterpoint Fund approve the proposed Transaction.
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES
While the investment objective of Premier Growth Fund is identical to the
primary investment objective of Counterpoint Fund, the Funds' investment
policies are different. Both Funds seek long-term growth of capital through
investment in equity securities. Counterpoint Fund, secondarily, seeks current
income. Premier Growth Fund pursues its objective by investing predominantly
in the equity securities of a limited number of large, carefully selected,
high-quality U.S. companies that are judged likely to achieve superior
earnings growth. Counterpoint Fund pursues its objectives by investing
principally in price-depressed, undervalued or out-of-favor equity securities.
There can be no assurance that either Fund will achieve its investment
objective. The value of each Fund's shares will fluctuate with the value of
the underlying securities in its portfolio.
While investing in many of the same types of securities, the Funds'
investment strategies differ in certain respects. Alliance's investment
strategy for Premier Growth Fund emphasizes stock selection and
10
<PAGE>
investment in the securities of a limited number of issuers. Normally, about 40
companies will be represented in Premier Growth Fund's portfolio, with the 25
most highly regarded of these companies usually constituting approximately 70%
of the Fund's net assets. The Fund is thus atypical from most equity mutual
funds in its focus on a relatively small number of intensively researched
companies and is designed for those seeking to accumulate capital over time
with less volatility than that associated with investment in smaller companies.
Counterpoint Fund follows a flexible investment policy which allows it to
shift among equity alternatives depending on such factors as relative growth
rates, normalized price-earnings ratios and yields. It selects securities based
on fundamental business and financial factors (e.g., financial strength, book
values, asset values, earnings and dividends) and reasonable current valuations
(weighing the factors against market prices) and focuses on the relationship of
a company's earning power and dividend payout to the price of its stock. The
Fund's investment strategy can be characterized as unconventional or
"contrarian" in that its holdings often have relatively low normalized price-
earnings ratios and, when purchased, are often believed by Alliance to be
overlooked or undervalued in the market place.
Each Fund may invest up to 15% of its total assets in foreign securities,
which, in the case of Premier Growth Fund, are issued by foreign issuers whose
common stocks are eligible for purchase by it. Neither Fund concentrates its
investments in a single or particular industry.
The investment policies of each of Premier Growth Fund and Counterpoint Fund
are described more fully below. Detailed descriptions of the Funds' investment
policies and restrictions and the risks associated with investments in the
Funds are contained in the Stock Funds Prospectus and their Statements of
Additional Information.
PREMIER GROWTH FUND
As a fundamental policy, which may not be changed without the approval of
shareholders (a "fundamental policy"), Premier Growth Fund normally invests at
least 85% of its total assets in the equity securities of U.S. companies. In
addition, Premier Growth Fund may invest up to 20% of its net assets in
convertible securities of companies whose common stocks are eligible for
purchase by it.
In managing the Fund, Alliance seeks to utilize market volatility judiciously
(assuming no change in company fundamentals), striving to capitalize on
apparently unwarranted price fluctuations, both to purchase or increase
positions on weakness and to sell or reduce overpriced holdings. Premier Growth
Fund normally remains nearly fully invested and does not take significant cash
positions for market timing purposes. During market declines, while adding to
positions in favored stocks, the Fund becomes somewhat more aggressive,
gradually reducing the number of companies represented in its portfolio.
Conversely, in rising markets, while reducing or eliminating fully valued
positions, the Fund becomes somewhat more conservative, gradually increasing
the number of companies represented in its portfolio. Alliance thus seeks to
gain positive returns in good markets while providing some measure of
protection in poor markets.
Premier Growth Fund may invest up to 20% of its net assets in convertible
securities of companies whose common stocks are eligible for purchase by it.
Convertible securities include bonds, debentures, corporate notes and preferred
stocks that are convertible at a stated exchange rate into common stock.
11
<PAGE>
As with all debt securities, the market value of convertible securities tends
to decline as interest rates increase and, conversely, to increase as interest
rates decline.
Alliance expects the average market capitalization of companies represented
in the Fund's portfolio normally to be in the range, or in excess, of the
average market capitalization of the "S&P 500" (the Standard & Poor's 500
Composite Stock Price Index).
COUNTERPOINT FUND
Counterpoint Fund invests in companies experiencing poor operating results,
which may include companies whose earnings have been severely depressed by
unfavorable operating conditions or special competitive or product obsolescence
problems, if it believes that they will react positively to changing economic
conditions or will restructure or take other actions to overcome adversity.
Counterpoint Fund invests in listed and unlisted securities, and will invest in
any company and industry and in any type of security that may help it achieve
its objectives. While its investment strategy normally emphasizes equity
securities, the Fund also invests in fixed-income securities when such
investments can provide capital growth, such as when interest rates decline,
and to generate income.
ADDITIONAL INVESTMENT POLICIES
For additional information regarding the use, risks and costs associated with
the investment practices and policies identified below, see "Description of the
Funds--Additional Investment Practices" in the Stock Funds Prospectus.
DIVERSIFICATION. Although Premier Growth Fund is a non-diversified investment
company, it intends to comply with the investment diversification standards of
the Internal Revenue Code of 1986, as amended, in order to qualify to be taxed
as a "regulated investment company." To so qualify, among other requirements,
the Fund will limit its investments so that, at the close of each quarter of
the taxable year, (i) not more than 25% of the Fund's total assets will be
invested in the securities of a single issuer and (ii) with respect to 50% of
its total assets, not more than 5% of its total assets will be invested in the
securities of a single issuer and the Fund will not own more than 10% of the
outstanding voting securities of a single issuer. An investment in a non-
diversified investment company may, under certain circumstances, present
greater risk to an investor than an investment in a diversified investment
company.
In contrast, Counterpoint Fund is a diversified investment company. As a
fundamental policy, Counterpoint Fund may not purchase the securities of any
one issuer, other than the U.S. Government or any of its agencies or
instrumentalities, if immediately after such purchase more than 5% of the value
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 the value of the Fund's total assets may be invested without regard to
such 5% and 10% limitations.
BORROWING. The Funds' fundamental investment policies with respect to
borrowing are similar. Each Fund has a fundamental investment policy
prohibiting the borrowing of money except for temporary or emergency purposes.
Premier Growth Fund may borrow in an amount not exceeding 5% of the value of
its total assets at the time the borrowing is made. Borrowing in the aggregate
by
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<PAGE>
Counterpoint Fund may not exceed 15%, and borrowing for purposes other than
meeting redemptions may not exceed 5% of its total assets at the time the
borrowing is made.
FIXED-INCOME SECURITIES. While Counterpoint Fund's investment strategy
normally emphasizes equity securities, the Fund may also invest without limit
in certain investment grade fixed-income securities. Premier Growth Fund does
not invest in fixed-income securities (except to the extent that convertible
securities are deemed to be fixed income securities). Each Fund may invest
without limit in fixed-income securities when it assumes a temporary defensive
position.
ILLIQUID AND RESTRICTED SECURITIES. The Funds' investment policies with
respect to investments in illiquid securities differ. As a non-fundamental
investment policy, Premier Growth Fund may invest up to 10% of its net assets
in illiquid securities and up to 5% of its net assets in restricted
securities. As a fundamental policy, Counterpoint Fund may not invest more
than 10% of the value of its total assets in the aggregate in illiquid
securities or repurchase agreements not terminable within seven days or more
than 10% of its net assets in the aggregate in restricted and not readily
marketable securities. Counterpoint Fund is further limited by a non-
fundamental policy that limits the Fund's investments in restricted securities
and in other assets having no ready market if as a result more than 5% of its
net assets would be invested in such securities.
OPTIONS. Each Fund may write covered exchange traded call options on common
stocks unless as a result the amount of its securities subject to call options
would exceed 15%, in the case of Premier Growth Fund, or 5%, in the case of
Counterpoint Fund, of its total assets. In addition, Premier Growth Fund may
purchase and sell exchange traded call and put options on common stocks
written by others, but the aggregate cost of all outstanding options purchased
and held by Premier Growth Fund (including exchange traded index options) may
not exceed 10% of its total assets. Writing, purchasing and selling call
options are highly specialized activities and entail greater than ordinary
investment risks. As fundamental investment policies, neither Fund may write
put options and Counterpoint Fund may not purchase put options. However,
Premier Growth Fund may purchase put options.
STOCK INDEX FUTURES CONTRACTS. Both Funds may invest in, and their
investment policies are the same with respect to, stock index futures
contracts, except that Counterpoint Fund has disclosed that it has no
intention of purchasing or selling stock index futures contracts during the
coming year.
WARRANTS. Premier Growth Fund may invest up to 5% of its net assets in
rights or warrants, while Counterpoint Fund may invest up to 5% of its total
assets in warrants.
SECURITIES LENDING. Counterpoint Fund may lend portfolio securities equal in
value to not more than 15% of its total assets. In contrast, as a fundamental
policy, Premier Growth Fund may not make loans, except through the purchase of
debt obligations in accordance with its investment objectives and policies.
REPURCHASE AGREEMENTS. Counterpoint Fund may enter into repurchase
agreements on certain securities. Premier Growth Fund does not have an
investment policy with respect to, and therefore does not currently intend to
enter into, repurchase agreements.
REAL ESTATE. While, as fundamental investment policies, neither Fund may
purchase or sell real estate (or, in the case of Counterpoint Fund, purchase
or sell mortgage loans), Premier Growth Fund
13
<PAGE>
may purchase and sell securities of companies which deal in real estate or
interests therein. Counterpoint Fund may purchase readily marketable securities
of issuers which engage in real estate operations and securities which are
secured by real estate or interests therein, including real estate investment
trusts.
INFORMATION ABOUT THE TRANSACTION
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION. The Plan provides that
upon the closing of the Transaction, Premier Growth Fund will acquire all of
the assets of Counterpoint Fund and assume all the liabilities of Counterpoint
Fund (whether absolute, accrued, contingent or otherwise, and whether or not
determinable at the time of the closing of the Transaction) in exchange for
Class A, Class B and Class C shares of Premier Growth Fund (the "Closing"). The
number of full and fractional Class A shares of Premier Growth Fund to be
issued to Class A shareholders of Counterpoint Fund is to be determined on the
basis of the relative net asset values per share of those two classes of
shares; the number of full and fractional Class B shares of Premier Growth Fund
to be issued to Class B shareholders of Counterpoint Fund is to be determined
on the basis of the relative net asset values per share of those two classes;
and the number of full and fractional Class C shares of Premier Growth Fund to
be issued to Class C shareholders of Counterpoint Fund is to be determined on
the basis of the relative net asset values per share of those two classes, such
values in each case to be computed as of the close of regular trading on the
New York Stock Exchange next preceding the Closing. The net asset value per
share for each class of shares of each Fund will be determined by dividing the
assets attributable to that class, less liabilities, by the total number of the
outstanding shares of that class.
The Trustees of Counterpoint Fund have determined that the interests of the
shareholders of Counterpoint Fund will not be diluted as a result of the
Transaction.
At the Closing, Counterpoint Fund will liquidate and will distribute pro rata
to its shareholders of record the Class A, Class B and Class C shares of
Premier Growth Fund received by Counterpoint Fund. Such liquidation and
distribution will be accomplished by the establishment of an open account on
the share records of Premier Growth Fund in the name of each shareholder of
Counterpoint Fund and representing the respective number of full and fractional
shares of Premier Growth Fund due such shareholder. Fractional Class A, Class B
and Class C shares of Premier Growth Fund will be carried to the third decimal
place. Simultaneously with crediting Class A, Class B and Class C shares of
Premier Growth Fund to the respective Counterpoint Fund shareholders,
Counterpoint Fund shares held by such shareholders will be canceled. New
certificates for Premier Growth Fund's shares will be issued only upon written
shareholder request, and any certificate representing shares of Premier Growth
Fund to be issued in replacement of a certificate representing shares of
Counterpoint Fund will be issued only upon the surrender of such latter
certificate.
Consummation of the Plan is subject to the conditions set forth therein. The
Plan may be terminated and the Transaction abandoned at any time prior to the
Closing, whether or not shareholder approval has been obtained, by either Fund
if that Fund's Trustees or Directors, as the case may be, determine that
proceeding with the Plan is not in the best interests of that Fund's
shareholders, or by either party if a condition set forth in the Plan has not
been fulfilled or waived by the party entitled to its benefits or if there has
been a material default or breach of the Plan by the other party.
14
<PAGE>
DESCRIPTION OF SHARES OF PREMIER GROWTH FUND. Full and fractional Class A,
Class B and Class C shares of Premier Growth Fund will be issued without the
imposition of a sales load or other fee to the shareholders of Counterpoint
Fund in accordance with the procedures described above. The Class A, Class B
and Class C shares of Premier Growth Fund to be issued in the Transaction will
be fully paid and nonassessable when issued and will have no preemptive or
conversion rights, except that the Class B shares will convert to Class A
shares after eight years. See "Synopsis--Purchase Procedures and Exchange
Privileges."
PORTFOLIO TRANSACTIONS BY COUNTERPOINT FUND. Prior to the Closing,
Counterpoint Fund intends to sell its portfolio securities to the extent
desirable from the perspective of the portfolio of Premier Growth Fund.
Purchases of portfolio securities by Counterpoint Fund prior to the
acquisition will be consistent with the investment policies and objectives of
both Counterpoint Fund and Premier Growth Fund. It is expected that, as a
consequence of such transactions, Counterpoint Fund will experience a
portfolio turnover of approximately 40% to 50% and, in addition, will realize
significant capital gains and incur related transaction costs. Counterpoint
Fund also intends, prior to the Closing, to declare and pay a special dividend
to its shareholders of record as of a date prior thereto.
FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTION. At the Closing,
Counterpoint Fund and Premier Growth Fund will receive an opinion from Seward
& Kissel, counsel to both Funds, to the effect that, on the basis of then
current law and certain representations and assumptions, and subject to
certain limitations, for federal income tax purposes: (i) the Transaction will
constitute a reorganization within the meaning of Section 368(a)(1)(C) of the
Internal Revenue Code of 1986, as amended (the "Code"), and Counterpoint Fund
and Premier Growth Fund will each be "a party to a reorganization" within the
meaning of Section 368(b) of the Code; (ii) neither Counterpoint Fund pursuant
to Sections 361(a) and 357(a) of the Code, nor Premier Growth Fund pursuant to
Section 1032 of the Code, will recognize any gain or loss upon the transfer of
all the assets of Counterpoint Fund to Premier Growth Fund in exchange for
Class A, Class B and Class C shares of Premier Growth Fund and the assumption
by Premier Growth Fund of all the liabilities of Counterpoint Fund pursuant to
the Transaction and upon distribution (whether actual or constructive) of
shares of Premier Growth Fund to Counterpoint Fund's shareholders in exchange
for their shares of Counterpoint Fund; (iii) the shareholders of Counterpoint
Fund who receive shares of Premier Growth Fund pursuant to the Transaction
will not recognize any gain or loss upon the exchange (whether actual or
constructive) of their shares of Counterpoint Fund for shares of Premier
Growth Fund pursuant to Section 354 of the Code; (iv) the aggregate tax basis
of the shares of Premier Growth Fund received (whether actually or
constructively) by each shareholder of Counterpoint Fund will be the same as
the aggregate tax basis of the shares of Counterpoint Fund surrendered in the
exchange pursuant to Section 358 of the Code; (v) the holding period of shares
of Premier Growth Fund received (whether actually or constructively) by each
shareholder of Counterpoint Fund will include the holding period of the shares
of Counterpoint Fund which are surrendered in exchange therefor, provided that
the shares of Counterpoint Fund constitute capital assets of such shareholder
at the Closing pursuant to Section 1223(1) of the Code; (vi) the holding
period and tax basis of each asset of Counterpoint Fund acquired by Premier
Growth Fund will be the same as the holding period and tax basis which
Counterpoint Fund had in each such asset immediately prior to the Transaction,
pursuant to Sections 362(b) and 1223(2) of the Code; and (vii) Premier Growth
Fund will succeed to the capital loss carryovers of Counterpoint Fund, if any,
pursuant to Section 381 of the Code, but the use by Premier Growth Fund of any
such capital loss carryovers may be subject to limitation under Section 383 of
the Code. There is no intention to consult the Internal Revenue Service as to
the foregoing matters.
15
<PAGE>
CAPITALIZATION. The following table shows the capitalization and net asset
values per share of the common stock of each class of Counterpoint Fund and
Premier Growth Fund as of November 30, 1995 and on a pro forma basis as of
that date after giving effect to the proposed Transaction.
<TABLE>
<CAPTION>
PREMIER GROWTH COUNTERPOINT PRO FORMA
FUND FUND COMBINED
-------------- ------------ ------------
<S> <C> <C> <C>
Net assets............................. $331,132,917 $44,997,639 $376,130,556
Net asset value per share
Class A shares....................... 16.09 19.51 16.09
Class B shares....................... 15.81 19.07 15.81
Class C shares....................... 15.82 19.04 15.82
Shares outstanding
Class A shares....................... 4,497,552 2,127,854 7,077,686
Class B shares....................... 15,060,314 141,601 15,230,102
Class C shares....................... 1,306,812 41,036 1,356,680
</TABLE>
UNREIMBURSED DISTRIBUTION EXPENSES. As of October 31, 1995, AFD had incurred
approximately $369,497 with respect to Class B shares and $193,244 with
respect to Class C shares in distribution expenses under Counterpoint Fund's
Rule 12b-1 plan that had not been reimbursed pursuant to that Rule 12b-1 plan
or recovered through contingent deferred sales charges or otherwise. The
Directors of Premier Growth Fund have adopted a resolution providing that, in
connection with the Transaction, the amount of those distribution expenses
existing on the day the Transaction occurs may be defrayed from future fees
paid to AFD pursuant to the Rule 12b-1 plan with respect to Premier Growth
Fund's Class B and Class C shares, subject to the receipt of appropriate
assurances from the Commission or the Commission staff that this treatment is
consistent with applicable law. While in the past the staff of the Commission
has suggested that such payments by an acquiring fund would be inappropriate,
more recently the staff of the Commission has indicated that it would not
object to such a "carry-forward" arrangement if it is implemented in
accordance with Rule 12b-1 requirements. No final determination has been made
as to whether or when to seek these assurances, and, if sought, there can be
no guarantee that they would be obtained.
CERTAIN COMPARATIVE INFORMATION
This information provides only a summary of the major differences between
Counterpoint Fund, its Agreement and Declaration of Trust and By-Laws and
Massachusetts law and Premier Growth Fund, its Charter and By-Laws and
Maryland law. Shareholders may wish to refer directly to the provisions of
such Agreement and Declaration of Trust, By-Laws and Massachusetts law and
Charter, By-Laws and Maryland law for a more thorough comparison. Copies of
Counterpoint Fund's Agreement and Declaration of Trust and By-Laws and Premier
Growth Fund's Charter and By-Laws are a part of each Fund's Registration
Statement filed with the Commission and may be obtained as provided below. See
"Information about the Funds."
GENERAL. Counterpoint Fund is organized as a Massachusetts business trust
and is governed by an Agreement and Declaration of Trust, its By-Laws and
Massachusetts law. Premier Growth Fund is organized as a Maryland corporation
and is governed by its Charter, its By-Laws and Maryland law. Neither Fund is
required to hold annual meetings of shareholders and each will do so only
under certain specified circumstances or when required under Federal law. Each
Fund has procedures available to their respective shareholders for calling
shareholders' meetings for the removal of Trustees or Directors.
16
<PAGE>
Pursuant to the Declaration of Trust of Counterpoint Fund, Trustees may be
removed from office by the holders of shares representing at least two-thirds
of the outstanding shares of a Fund by declaration in writing filed with the
Fund's custodian or by votes cast in person or by proxy at a meeting called
for that purpose. Pursuant to Maryland Law, any Director of Premier Growth
Fund may be removed, either with or without cause, at any meeting of
shareholders duly called and at which a quorum is present by the affirmative
vote of the majority of the votes entitled to be cast. The Trustees of
Counterpoint Fund and the Directors of Premier Growth Fund, as applicable, are
required to promptly call a meeting of shareholders for the purpose of voting
upon the question of removal when requested to do so in writing by the record
holders of not less than 10% of the outstanding shares. In addition, in the
case of Premier Growth Fund, special meetings of shareholders for any other
purpose shall be called by Premier Growth Fund's Secretary upon the written
request of holders of shares entitled to cast not less than 25% of all the
votes entitled to be cast at the meeting.
A majority of the shares entitled to vote on a matter constitutes a quorum
for the transaction of business at a meeting of the shareholders of
Counterpoint Fund, but any lesser number is sufficient for adjournments. In
general, a majority of all shares of Counterpoint Fund entitled to vote on a
matter at a meeting of shareholders at which a quorum is present shall decide
any question, except when a different vote is required by law, the Agreement
and Declaration of Trust (such as with respect to the Transaction), the By-
Laws or when the Trustees in their discretion require a larger vote. Except as
otherwise required by law, the presence in person or by proxy of the holders
of one-third of the shares entitled to be cast constitutes a quorum at any
meeting of shareholders of Premier Growth Fund. Pursuant to the Charter of
Premier Growth Fund, in instances involving extraordinary corporate action,
such as in a merger or in making amendments to the Charter, the vote of a
majority of the aggregate number of votes entitled to be cast on a matter is
required in order to take or authorize any such action for which approval of
the shareholders of Premier Growth Fund is sought. With respect to other
matters, the By-Laws of Premier Growth Fund provide that when a quorum is
present at any meeting, the affirmative vote of a majority of the votes cast
(or with respect to the election of Directors, a plurality of votes cast)
shall decide any question brought before such meeting.
SHARES. Counterpoint Fund has an unlimited number of authorized Class A,
Class B and Class C shares of beneficial interest, each having a par value
$.01 per share. Premier Growth Fund has authorized capital stock of
3,000,000,000 shares of Class A Common Stock, 3,000,000,000 shares of Class B
Common Stock and 3,000,000,000 shares of Class C Common Stock, each having a
par value of $.001 per share.
LIABILITY OF TRUSTEES, DIRECTORS AND OFFICERS. Each Fund indemnifies its
officers and Trustees or Directors, as applicable, to the full extent
permitted by law. This indemnification does not protect any such person
against any liability to a Fund or any shareholder thereof to which such
person would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
satisfaction of such person's office.
LIABILITY OF SHAREHOLDERS. Under Massachusetts law, shareholders of
Counterpoint Fund could, under certain circumstances, be held personally
liable for the obligations of Counterpoint Fund. However, the Agreement and
Declaration of Trust disclaims shareholder liability for acts or obligations
of Counterpoint Fund and requires that Trustees use their best efforts to
ensure that each note, bond, contract, instrument, certificate or undertaking
made or issued by the Trustees or officers of Counterpoint Fund contains
notice of such disclaimer. The Agreement and Declaration of Trust
17
<PAGE>
provides for indemnification out of the property of Counterpoint Fund for all
loss and expense of any shareholder of Counterpoint Fund held personally
liable for the obligations of Counterpoint Fund. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which Counterpoint Fund would be unable to meet
its obligations. In the view of Alliance, such risk is remote and is not
material. Under Maryland law, Premier Growth Fund's shareholders have no
personal liability for Premier Growth Fund's acts or obligations.
INFORMATION ABOUT THE FUNDS
Information about Premier Growth Fund is included in the Stock Funds
Prospectus and the Premier Growth Fund Annual Report, a copy of each of which
is included herewith. The information in the Stock Funds Prospectus pertaining
to Premier Growth Fund is incorporated herein by reference. Additional
information concerning Premier Growth Fund is included in its Statement of
Additional Information dated February 1, 1995 (as amended as of January 19,
1996), which has been filed as part of the Supplementary Information and is
also incorporated herein by reference. A copy of the Supplementary Information
can be obtained without charge by writing to Alliance Fund Services, Inc.,
P.O. Box 1520, Secaucus, New Jersey 07096, or by calling Alliance Fund
Services, Inc. toll-free at 1-800-221-5672.
Information about Counterpoint Fund is included in the Stock Funds
Prospectus and its Annual Report as of September 30, 1995, a copy of each of
which is included herewith. The information in the Stock Funds Prospectus
pertaining to Counterpoint Fund is incorporated herein by reference.
Additional information concerning Counterpoint Fund is included in its
Statement of Additional Information dated November 1, 1995, which has been
filed as part of the Supplementary Information and is also incorporated herein
by reference. A copy of the Supplementary Information can be obtained without
charge by writing to Alliance Fund Services, Inc., P.O. Box 1520, Secaucus,
New Jersey 07096, or by calling Alliance Fund Services, Inc. toll-free at 1-
800-221-5672.
Premier Growth Fund and Counterpoint Fund both file reports, proxy
statements and other information with the Commission. These documents and
other information can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549. Copies of such material can also be obtained from the Public
Reference Branch, Office of Filings and Information Services, Securities and
Exchange Commission, Washington, D.C. 20549 at prescribed rates.
VOTING INFORMATION
Proxies of the shareholders of Counterpoint Fund are being solicited by the
Trustees of Counterpoint Fund for the Special Meeting of Shareholders to be
held on February 29, 1996, at 1345 Avenue of the Americas, 33rd Floor, New
York, New York 10105 at 11:00 a.m. and at all adjournments thereof. A proxy
may be revoked at any time at or before the Meeting by giving notice to the
Secretary of Counterpoint Fund, 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. Unless revoked, all valid proxies will be voted in accordance
with the specification thereon, or in the absence of a specification, for
approval of the Plan and the Transaction. Approval of the Plan and the
Transaction by the shareholders of
18
<PAGE>
Counterpoint Fund will be deemed to constitute approval by the shareholders of
a temporary amendment to any investment objective, policy or restriction that
would otherwise be inconsistent with or violated upon the consummation of the
Transaction.
Approval of the Plan and the Transaction requires the affirmative vote of
the holders of a majority of the outstanding shares of Counterpoint Fund.
Shareholders of record of Counterpoint Fund at the close of business on
January 8, 1996 (the "Record Date") will be entitled to vote at the Meeting or
any adjournments thereof. The holders of a majority of the shares of
Counterpoint Fund outstanding at the close of business on the Record Date
present in person or represented by proxy will constitute a quorum for the
Meeting. Votes cast by proxy or in person at the Meeting will be counted by
the election inspectors for the Meeting. The election inspectors will count
the total number of votes cast "for" approval of a proposal for purposes of
determining whether sufficient affirmative votes have been cast. The election
inspectors will count shares represented by proxies that reflect abstentions
as shares that are present and entitled to vote on the matter for purposes of
determining the presence of a quorum. However, an abstention has the effect of
a negative vote on the proposal. Shares that are not voted and for which no
proxy has been given will not be counted as present at the Meeting. Dissenting
shareholders do not have any appraisal rights in connection with the
Transaction.
Shareholders are entitled to one vote for each share held, and each
fractional share is entitled to a proportionate fractional vote. As of January
8, 1996, as shown on the books of Counterpoint Fund, there were issued and
outstanding approximately 2,387,756 Class A shares, 179,476 Class B shares and
46,598 Class C shares of beneficial interest of Counterpoint Fund.
In the event that sufficient votes in favor of the proposal set forth in the
Notice of Special Meeting are not received by the time scheduled for the
Special Meeting, the persons named as proxies may authorize one or more
adjournments of the Meeting to permit further solicitation of proxies with
respect to the proposal. Any such adjournment will require the affirmative
vote of a majority of the votes cast on the question in person or by proxy at
the session of the Special Meeting to be adjourned. The persons named as
proxies will vote in favor of the adjournment those proxies which they are
entitled to vote in favor of the proposal. They will vote against any such
adjournment those proxies required to be voted against the proposal.
Votes of the shareholders of Premier Growth Fund are not being solicited in
connection with the Transaction, since their approval or consent is not
necessary for the consummation of the Transaction.
In addition to the solicitation of proxies by mail or expedited delivery
service, Trustees of Counterpoint Fund and employees and agents of Alliance
may solicit proxies in person or by telephone. Persons holding shares as
nominees will upon request be reimbursed for their reasonable expenses in
sending soliciting material to their principals. Counterpoint Fund has engaged
the proxy solicitation firm of Shareholder Communications Corporation
(telephone number 800-733-8481) which, for its solicitation services, will
receive a fee from the Fund estimated at $5,000, and reimbursement of out of
pocket expenses estimated at $1,000 to $3,000.
SHARE OWNERSHIP. As of January 8, 1996, the officers and Directors of
Premier Growth Fund as a group beneficially owned less than 1% of the
outstanding shares of each class of common stock of
19
<PAGE>
Premier Growth Fund and, to the knowledge of Premier Growth Fund, the following
persons owned of record, and no person owned beneficially, 5% or more of the
outstanding shares of Premier Growth Fund:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF
HOLDER OF RECORD OF % OWNERSHIP
SHARES OF PREMIER -----------------------
GROWTH FUND CLASS A CLASS B CLASS C
- ------------------- ------- ------- -------
<S> <C> <C> <C>
Merrill Lynch......................................... 7.42% 22.63% 38.48%
Mutual Fund Operations
4800 Deer Lake Drive East
3rd Floor
Jacksonville, FL 32246-6486
Trust for Profit Sharing ............................. 12.13% -- --
for Employees of Alliance
Capital Management L.P., Plan J
1345 Avenue of the Americas
New York, NY 10105
BAC Securities Inc.................................... 5.52% -- --
Trade House Account
100 N. 20th Street
Philadelphia, PA 19105
</TABLE>
20
<PAGE>
As of November 30, 1995 the officers and Trustees of Counterpoint Fund as a
group beneficially owned less than 1% of the outstanding shares of each class
of beneficial interest of Counterpoint Fund and, to the knowledge of
Counterpoint Fund, the following persons owned of record, and no person owned
beneficially, 5% or more of the outstanding shares of Counterpoint Fund:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF
HOLDER OF RECORD OF % OWNERSHIP
SHARES OF -----------------------
COUNTERPOINT FUND CLASS A CLASS B CLASS C
- ------------------- ------- ------- -------
<S> <C> <C> <C>
State Street Bank & Trust............................. 17.43% -- --
Skiff & Co.
1 Enterprise Drive
North Quincy, MA 02171
Atwell & Co........................................... 5.92% -- --
c/o United States Treasury Company
P.O. Box 2044 Peck Slip Station
New York, NY 10036
Merrill Lynch......................................... -- 22.63% 33.40%
Mutual Fund Operations
4800 Deer Lake Drive East
3rd Floor
Jacksonville, FL 32246-6486
Alliance Plans Division, FTC.......................... -- -- 6.47%
C/F Janet Brettinger, IRA
RR. 76 Box 15
Mara, MN 55051
PaineWebber for the benefit of Unicare Homes Inc...... -- -- 5.85%
105 West Michigan Street
Milwaukee, WI 53203
</TABLE>
THE TRUSTEES OF COUNTERPOINT FUND
RECOMMEND APPROVAL OF THE PLAN
21
<PAGE>
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION dated as of ,
199 between ALLIANCE COUNTERPOINT FUND, a Massachusetts business trust
("Counterpoint Fund"), and ALLIANCE PREMIER GROWTH FUND, INC., a Maryland
corporation ("Premier Growth Fund").
In consideration of the mutual promises herein contained, the parties hereto
agree as follows:
1. SHAREHOLDER APPROVAL
A meeting of the shareholders of Counterpoint Fund shall be called and held
for the purpose of acting upon this Agreement and the transactions contemplated
herein. Premier Growth Fund shall furnish to Counterpoint Fund such data and
information relating to Premier Growth Fund as shall be reasonably requested by
Counterpoint Fund for inclusion in the information to be furnished to
shareholders of Counterpoint Fund in connection with the meeting for the
purpose of acting upon this Agreement and the transactions contemplated herein.
Approval by the shareholders of Counterpoint Fund of this Agreement and the
transactions contemplated herein shall, to the extent necessary to permit the
consummation of the transactions contemplated herein without violating any
investment objective, policy or restriction of Counterpoint Fund, be deemed to
constitute approval by the shareholders of a temporary amendment of any
investment objective, policy or restriction that would otherwise be
inconsistent with or violated upon the consummation of such transactions solely
for the purpose of consummating such transactions.
2. REORGANIZATION
The transactions described in this section are hereinafter referred to as the
"Reorganization."
(a) Plan of Reorganization and Liquidation.
(i) Counterpoint Fund agrees to and will grant, bargain, sell, convey,
assign, transfer and deliver to Premier Growth Fund at the closing provided
for in Section 2(b) (the "Closing") all of the assets, rights, claims and
businesses of every kind, character and description (whether tangible or
intangible, whether real, personal or mixed, whether absolute, accrued,
contingent or otherwise, whether or not determinable at the time of the
Closing, and wherever located) of Counterpoint Fund to the extent they
exist on or after the Closing. In consideration thereof, at the Closing,
Premier Growth Fund agrees to and will (A) assume and pay, to the extent
that they exist on or after the Closing, all liabilities of Counterpoint
Fund (whether absolute, accrued, contingent or otherwise, and whether or
not determinable at the time of the Closing) and (B) deliver to
Counterpoint Fund the number of full and fractional shares of Class A
Common Stock, Class B Common Stock and Class C Common Stock of Premier
Growth Fund, par value $.001 per share (the "Premier Growth Fund Shares"),
equal to that number of full and fractional Class A Shares of beneficial
interest, Class B Shares of beneficial interest and Class C Shares of
beneficial interest of Counterpoint Fund (the "Counterpoint Fund Shares")
determined by multiplying the number of Counterpoint Fund Shares of that
class by the exchange ratio as computed as set forth below, the product of
such multiplication to be carried to the third decimal place. For purposes
of this section,
A-1
<PAGE>
Class A, Class B and Class C Counterpoint Fund Shares will correspond to
Class A, Class B and Class C, respectively, Premier Growth Fund Shares. The
exchange ratio for each class of Counterpoint Fund Shares shall be the
number determined by dividing the net asset value per share of that class
of the Counterpoint Fund Shares by the net asset value per share of the
corresponding class of the Premier Growth Fund Shares, in each case such
net asset values to be determined on a consistent basis by the appropriate
officers of Counterpoint Fund or Premier Growth Fund, as the case may be,
as of the close of regular trading on the New York Stock Exchange, Inc.
(the "Exchange") next preceding the Closing. The exchange ratio shall be
carried to the fourth decimal place.
(ii) At the Closing, Counterpoint Fund will liquidate and distribute pro
rata to the holders of record of each class of Counterpoint Fund Shares as
of the Closing the Premier Growth Fund Shares of the corresponding class
received by Counterpoint Fund pursuant to this Section 2(a). Such
liquidation and distribution will be accompanied by the establishment of an
open account on the share records of Premier Growth Fund in the name of
each holder of a class of Counterpoint Fund Shares and representing the
number of Premier Growth Fund Shares of the corresponding class due such
shareholder. Fractional Premier Growth Fund Shares will be carried to the
third decimal place. Simultaneously with such crediting of Premier Growth
Fund Shares to the shareholders, Counterpoint Fund Shares held by such
shareholders shall be canceled. Certificates representing Premier Growth
Fund Shares will be issued in accordance with the then-current Premier
Growth Fund prospectus; provided, however, that any certificate
representing Premier Growth Fund Shares to be issued in replacement of a
certificate representing Counterpoint Fund Shares shall be issued only upon
the surrender of such latter certificate.
(iii) Following the Closing, Counterpoint Fund will dissolve.
(b) Closing. The Closing shall occur at the later of (i) the final
adjournment of the meeting of the holders of Counterpoint Fund Shares at
which this Agreement and the transactions contemplated hereby will be
considered and (ii) such later time as the parties hereto may mutually
agree.
3. ARTICLES OF INCORPORATION; BY-LAWS; BOARD OF DIRECTORS; OFFICERS
Premier Growth Fund hereby covenants and agrees as follows:
(a) Charter. The Charter of Premier Growth Fund in effect at the Closing
shall continue to be the Charter of Premier Growth Fund until altered,
amended or repealed as provided by law.
(b) By-Laws. The By-laws of Premier Growth Fund in effect at the Closing
shall continue to be the By-laws of Premier Growth Fund until the same
shall thereafter be altered, amended or repealed in accordance with the
Articles of Incorporation or By-laws of Premier Growth Fund.
(c) Directors. The directors of Premier Growth Fund at the Closing shall
continue to be the directors of Premier Growth Fund until they resign or
their successors shall have been elected and qualified.
(d) Officers. Subject to the provisions of the By-laws of Premier Growth
Fund, the officers of Premier Growth Fund at the Closing shall continue to
be the officers of Premier Growth Fund until they resign or their
successors shall have been elected and qualified.
A-2
<PAGE>
(e) Vacancies. If at the Closing a vacancy shall exist on the Board of
Directors or in any of the offices of Premier Growth Fund, such vacancy may
thereafter be filled in the manner provided by the By-laws of Premier
Growth Fund, consistent with the provisions of Section 16 of the Investment
Company Act of 1940 (the "Act").
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PREMIER GROWTH FUND
Premier Growth Fund represents and warrants to, and covenants with,
Counterpoint Fund as follows:
(a) Organization, Existence, Etc. Premier Growth Fund is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Maryland and has the power to carry on its business as it is now
being conducted and as described in its currently effective Registration
Statement on Form N-1A. Premier Growth Fund is qualified to do business
under the laws of every jurisdiction in which such qualification is
required, except where the failure to so qualify would not have a material
adverse effect on Premier Growth Fund. Premier Growth Fund has all
necessary federal, state and local authorizations to own all of its
properties and assets and to carry on its business as now being conducted
and as described in its currently effective Registration Statement on Form
N-1A.
(b) Registration as Investment Company. Premier Growth Fund is registered
under the Act as an open-end investment company of the management type;
such registration has not been revoked or rescinded and is in full force
and effect.
(c) Capitalization. The authorized capital stock of Premier Growth Fund
consists of 3,000,000,000 shares of Class A common stock, 3,000,000,000
shares of Class B common stock and 3,000,000,000 shares of Class C common
stock, each having a par value $.001 per share. No shares were held in the
Treasury of Premier Growth Fund. As of November 30, 1995, there were
outstanding 4,497,552 shares of Class A common stock, 15,060,314 shares of
Class B common stock and 1,306,812 shares of Class C common stock. All of
the outstanding shares of common stock of Premier Growth Fund have been
duly authorized and are validly issued, fully paid and nonassessable.
Because Premier Growth Fund is an open-end investment company engaged in
the continuous offering and redemption of its shares, the number of
outstanding Premier Growth Fund Shares may change prior to the Closing.
(d) Financial Statements. The financial statements of Premier Growth Fund
for the year ended November 30, 1994, which are audited, and for the six
months ended May 31, 1995, which are unaudited, (the "Premier Growth Fund
Financial Statements"), previously delivered to Counterpoint Fund, fairly
present the financial position of Premier Growth Fund as of the dates
thereof and the results of its operations and changes in its net assets for
the periods indicated.
(e) Shares to be Issued Upon Reorganization. The Premier Growth Fund
Shares to be issued in connection with the Reorganization have been duly
authorized and upon consummation of the Reorganization will be validly
issued, fully paid and nonassessable, and no shareholder of Premier Growth
Fund has any preemptive right to subscribe or purchase in respect thereof.
(f) Authority Relative to this Agreement. Premier Growth Fund has the
power to enter into this Agreement and to carry out its obligations
hereunder. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly
authorized by Premier Growth Fund's Board of Directors and no other action
by Premier Growth
A-3
<PAGE>
Fund is necessary to authorize its officers to effectuate this Agreement
and the transactions contemplated hereby. Premier Growth Fund is not
subject to any provision of its Charter or By-laws, nor is Premier Growth
Fund a party to or obligated under any charter, by-law, indenture or
contract provision or any other commitment or obligation, or subject to any
order or decree, that would be violated by its executing and carrying out
this Agreement and the transactions contemplated hereby.
(g) Liabilities. There are no liabilities of Premier Growth Fund, whether
or not determined or determinable, other than liabilities disclosed or
provided for in the Premier Growth Fund Financial Statements and
liabilities incurred in the ordinary course of business or otherwise
previously disclosed in writing to Counterpoint Fund.
(h) Litigation. To the knowledge of Premier Growth Fund, there are no
claims, actions, suits or proceedings pending against Premier Growth Fund.
In addition, to the knowledge of Premier Growth Fund, there are no claims,
actions, suits or proceedings threatened against Premier Growth Fund that
would materially adversely affect Premier Growth Fund or its assets or
business or which would prevent or hinder consummation of the transactions
contemplated hereby.
(i) Contracts. Except for contracts, agreements, franchises, licenses or
permits entered into or granted in the ordinary course of its business or
disclosed in its current Registration Statement on Form N-1A filed under
the Act, in each case under which no default exists, Premier Growth Fund is
not a party to or subject to any material contract, debt instrument,
employee benefit plan, lease, franchise, license or permit of any kind or
nature whatsoever.
(j) Taxes. The federal income tax returns of Premier Growth Fund have
been filed for all taxable years to and including the taxable year ended
November 30, 1994 and all taxes payable pursuant to such returns have been
paid. The federal income tax return of Premier Growth Fund for the taxable
year ended November 30, 1995 will be filed, and any taxes payable pursuant
thereto will be paid, prior to their due date. Premier Growth Fund has
qualified as a regulated investment company under the Internal Revenue Code
of 1986, as amended (the "Code"), in respect of each taxable year since the
commencement of its operations and has no reason to believe that it will
not so qualify in respect of its current fiscal year.
(k) Registration Statement. Premier Growth Fund shall file with the
Securities and Exchange Commission (the "Commission") a Registration
Statement on Form N-14 (the "Registration Statement") under the Securities
Act of 1933 (the "Securities Act") relating to the Premier Growth Fund
shares issuable hereunder. At the time it becomes effective, the
Registration Statement (i) will comply in all material respects with the
provisions of the Securities Act and the rules and regulations of the
Commission thereunder (the "Regulations") and (ii) will not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading; and at the time the Registration Statement becomes
effective, at the time of the shareholders' meeting referred to in Section
1 hereof and at the Closing, the prospectus (the "Prospectus") and
statement of additional information included therein (the "Statement of
Additional Information"), as amended or supplemented by any amendments or
supplements filed with the Commission by Premier Growth Fund and delivered
to Counterpoint Fund, will not contain an untrue statement of a material
fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading; provided, however, that none of the representations and
warranties in this subsection (k) shall apply to statements in or omissions
from the Registration
A-4
<PAGE>
Statement, Prospectus or Statement of Additional Information made in
reliance upon and in conformity with information furnished by Counterpoint
Fund for use in the Registration Statement, Prospectus or Statement of
Additional Information as provided in Section 5(k).
(l) No Material Adverse Change. Since May 31, 1995, there has been no
material adverse change in the financial condition, results of operations,
business, properties or assets of Premier Growth Fund.
(m) Operations in the Ordinary Course. Except as otherwise contemplated
by this Agreement, Premier Growth Fund will conduct its business in the
ordinary course.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF COUNTERPOINT FUND
Counterpoint Fund represents and warrants to, and covenants with, Premier
Growth Fund as follows:
(a) Organization, Existence, Etc. Counterpoint Fund is a business trust
duly organized and validly existing under the laws of the Commonwealth of
Massachusetts and has the power to carry on its business as it is now being
conducted and as described in its current effective Registration Statement
on Form N-1A. Counterpoint Fund is qualified to do business under the laws
of every jurisdiction in which such qualification is required, except where
the failure to so qualify would not have a material adverse effect on
Counterpoint Fund. Counterpoint Fund has all necessary federal, state and
local authorizations to own all of its properties and assets and to carry
on its business as now being conducted and as described in its current
effective Registration Statement on Form N-1A.
(b) Registration as Investment Company. Counterpoint Fund is registered
under the Act as an open-end investment company of the management type;
such registration has not been revoked or rescinded and is in full force
and effect.
(c) Capitalization. Counterpoint Fund has an unlimited number of
authorized Class A, Class B and Class C shares of beneficial interest, par
value $.01 per share. No shares were held in the Treasury of Counterpoint
Fund. As of November 30, 1995, there were outstanding 2,127,854 shares of
Class A beneficial interest, 141,601 shares of Class B beneficial interest
and 41,036 shares of Class C beneficial interest. All of the outstanding
Counterpoint Fund Shares have been duly authorized and are validly issued,
fully paid and nonassessable. Because Counterpoint Fund is an open-end
investment company engaged in the continuous offering and redemption of its
shares, the number of outstanding Counterpoint Fund Shares may change prior
to the Closing.
(d) Financial Statements. The financial statements of Counterpoint Fund
for the year ended September 30, 1995, which are audited (the "Counterpoint
Fund Financial Statements"), previously delivered to Premier Growth Fund,
fairly present the financial position of Counterpoint Fund as of the date
thereof and the results of its operations and changes in its net assets for
the periods indicated.
(e) Authority Relative to this Agreement. Counterpoint Fund has the power
to enter into this Agreement and to carry out its obligations hereunder.
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by Counterpoint
Fund's Trustees, and, except for approval by the shareholders of
Counterpoint Fund, no other action by Counterpoint Fund is necessary to
authorize its officers to
A-5
<PAGE>
effectuate this Agreement and the transactions contemplated hereby.
Counterpoint Fund is not subject to any provision of its Declaration of
Trust or its By-laws, nor is Counterpoint Fund a party to or obligated
under any charter, by-law, indenture or contract provision or any other
commitment or obligation, or subject to any order or decree, that would be
violated by its executing and carrying out this Agreement and the
transactions contemplated hereby.
(f) Liabilities. There are no liabilities of Counterpoint Fund, whether
or not determined or determinable, other than liabilities disclosed or
provided for in the Counterpoint Fund Financial Statements and liabilities
incurred in the ordinary course of business subsequent to September 30,
1995 or otherwise previously disclosed in writing to Premier Growth Fund.
(g) Litigation. To the knowledge of Counterpoint Fund, there are no
claims, actions, suits or proceedings pending against Counterpoint Fund. In
addition, to the knowledge of Counterpoint Fund, there are no claims,
actions, suits or proceedings threatened against Counterpoint Fund that
would materially adversely affect Counterpoint Fund or its assets or
business or which would prevent or hinder consummation of the transactions
contemplated hereby.
(h) Contracts. Except for contracts, agreements, franchises, licenses or
permits entered into or granted in the ordinary course of its business, in
each case under which no default exists, Counterpoint Fund is not a party
to or subject to any material contract, debt instrument, employee benefit
plan, lease, franchise, license or permit of any kind or nature whatsoever.
(i) Taxes. The federal income tax returns of Counterpoint Fund,
previously delivered to Premier Growth Fund, have been filed for all
taxable years to and including the taxable year ended September 30, 1994,
and all taxes payable pursuant to such returns have been paid. The federal
income tax return of Counterpoint Fund for the taxable year ended September
30, 1995 will be filed, and any taxes payable pursuant thereto will be
paid, prior to their due date. Counterpoint Fund has qualified as a
regulated investment company under the Code in respect of each taxable year
since the commencement of its operations and has no reason to believe that
it will not so qualify in respect of its current fiscal year.
(j) Portfolio Securities. Counterpoint Fund will prepare and deliver to
Premier Growth Fund at the Closing a Schedule of Investments (the
"Schedule") listing all the assets owned by Counterpoint Fund as of the
Closing. All assets to be listed in the Schedule as of the Closing will be
owned by Counterpoint Fund free and clear of any liens, claims, charges,
options and encumbrances, except as indicated in the Schedule, and, except
as so indicated, none of such assets is or, after the Reorganization as
contemplated hereby, will be subject to any restrictions, legal or
contractual, on the disposition thereof (including restrictions as to the
public offering or sale thereof under the Securities Act) and, except as so
indicated, all such assets are or will be readily marketable.
(k) Registration Statement. In connection with the Registration
Statement, Counterpoint Fund will cooperate with Premier Growth Fund and
will furnish to Premier Growth Fund, as reasonably requested by Premier
Growth Fund, the information relating to Counterpoint Fund required by the
Securities Act and the Regulations to be set forth in the Registration
Statement (including the Prospectus and Statement of Additional
Information). At the time the Registration Statement becomes effective, the
Registration Statement, insofar as it relates to Counterpoint Fund, (i)
will comply in all material respects with the provisions of the Securities
Act and the Regulations and (ii) will not contain an untrue statement of a
material fact or omit to state a material fact required
A-6
<PAGE>
to be stated therein or necessary to make the statements therein not
misleading; and at the time the Registration Statement becomes effective,
at the time of the shareholders' meeting referred to in Section 1 hereof
and at the Closing, the Prospectus and Statement of Additional Information,
as amended or supplemented by any amendments or supplements filed with the
Commission by Premier Growth Fund and delivered to Counterpoint Fund,
insofar as they relate to Counterpoint Fund, will not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that the representations
and warranties in this subsection (k) shall apply only to statements in or
omissions from the Registration Statement, Prospectus or Statement of
Additional Information made in reliance upon and in conformity with
information furnished by Counterpoint Fund for use in the Registration
Statement, Prospectus or Statement of Additional Information as provided in
this subsection (k).
(l) No Material Adverse Change. Since September 30, 1995, there has been
no material adverse change in the financial condition, results of
operations, business, properties or assets of Counterpoint Fund.
(m) Operations in the Ordinary Course. Except as otherwise contemplated
by this Agreement, Counterpoint Fund will conduct its business in the
ordinary course.
6. CONDITIONS TO OBLIGATIONS OF COUNTERPOINT FUND
The obligations of Counterpoint Fund hereunder with respect to the
consummation of the Reorganization as it relates to Counterpoint Fund are
subject to the satisfaction of the following conditions:
(a) Approval by Shareholders. This Agreement and the transactions
contemplated by the Reorganization shall have been approved by the
affirmative vote of a majority of the outstanding Counterpoint Fund Shares
of beneficial interest entitled to be voted with respect thereto.
(b) Covenants, Warranties and Representations. Premier Growth Fund shall
have complied with each of its covenants contained herein, each of the
representations and warranties of Premier Growth Fund contained herein
shall be true in all material respects as of the Closing, there shall have
been no material adverse change in the financial condition, results of
operations, business, properties or assets of Premier Growth Fund since May
31, 1995 and Counterpoint Fund shall have received a certificate of the
President of Premier Growth Fund satisfactory in form and substance to
Counterpoint Fund so stating.
(c) Regulatory Approval. The Registration Statement shall have been
declared effective by the Commission and no stop order under the Securities
Act pertaining thereto shall have been issued; all necessary orders or
exemptions under the Act with respect to the transactions contemplated
hereby shall have been granted by the Commission; and all necessary
approvals, registrations, and exemptions under federal and state laws shall
have been obtained.
(d) Tax Opinion. Counterpoint Fund shall have received the opinion of
Seward & Kissel, dated as of the Closing, addressed to it and in form and
substance satisfactory to Counterpoint Fund, as to certain of the federal
income tax consequences of the Reorganization under the Code to Premier
Growth Fund, Counterpoint Fund and Counterpoint Fund's shareholders. For
purposes of rendering the opinion, Seward & Kissel may rely exclusively and
without independent verification
A-7
<PAGE>
as to factual matters upon the statements made in this Agreement and the
Registration Statement, and upon such other written representations as to
matters of fact as an executive officer of each of Counterpoint Fund and
Premier Growth Fund will have verified as of the Closing. The opinion of
Seward & Kissel will be to the effect that, based on the facts and
assumptions stated therein, for federal income tax purposes: (i) the
Reorganization will constitute a reorganization within the meaning of
Section 368(a)(1)(C) of the Code and that Counterpoint Fund and Premier
Growth Fund will each be "a party to a reorganization" within the meaning
of Section 368(b) of the Code; (ii) neither Counterpoint Fund nor Premier
Growth Fund will recognize any gain or loss upon the transfer of all the
assets of Counterpoint Fund to Premier Growth Fund in exchange for Premier
Growth Fund Shares and the assumption by Premier Growth Fund of all the
liabilities of Counterpoint Fund pursuant to this Agreement and upon
distribution (whether actual or constructive) of Premier Growth Fund Shares
to Counterpoint Fund's shareholders in exchange for their respective
Counterpoint Fund Shares; (iii) the shareholders of Counterpoint Fund who
receive Premier Growth Fund Shares pursuant to the Reorganization will not
recognize any gain or loss upon the exchange (whether actual or
constructive) of their Counterpoint Fund Shares for Premier Growth Fund
Shares (including any fractional share interests they are deemed to have
received) in the Reorganization; (iv) the aggregate tax basis of the
Premier Growth Fund Shares received (whether actually or constructively) by
each shareholder of Counterpoint Fund will be the same as the aggregate tax
basis of the Counterpoint Fund Shares surrendered in the exchange; (v) the
holding period of Premier Growth Fund Shares received (whether actually or
constructively) by each shareholder of Counterpoint Fund will include the
holding period of the Counterpoint Fund Shares that are surrendered in
exchange therefor, provided that the Counterpoint Fund Shares constitute
capital assets of such shareholder at the Closing; (vi) the holding period
and tax basis of the assets of Counterpoint Fund acquired by Premier Growth
Fund will be the same as the holding period and tax basis that Counterpoint
Fund had in such assets immediately prior to the Reorganization; and (vii)
Premier Growth Fund will succeed to the capital loss carryovers of
Counterpoint Fund, if any, pursuant to Section 381 of the Code, but the use
by Premier Growth Fund of any such capital loss carryovers may be subject
to limitation under Section 383 of the Code.
(e) Opinion of Counsel. Counterpoint Fund shall have received the opinion
of Seward & Kissel, as counsel for Premier Growth Fund, dated as of the
Closing, addressed to and in form and substance satisfactory to
Counterpoint Fund, to the effect that: (i) Premier Growth Fund is a
corporation duly organized and validly existing under the laws of the State
of Maryland; (ii) Premier Growth Fund is a non-diversified, open-end
investment company of the management type registered under the Act; (iii)
this Agreement and the Reorganization provided for herein and the execution
of this Agreement have been duly authorized and approved by requisite
action of Premier Growth Fund, and this Agreement has been duly executed
and delivered by Premier Growth Fund and is a valid and binding obligation
of Premier Growth Fund, subject to applicable bankruptcy, insolvency,
fraudulent conveyance and similar laws or court decisions regarding
enforcement of creditors' rights generally, and to general principles of
equity (regardless of whether enforceability is considered in a proceeding
at law or in equity); (iv) the Registration Statement has been declared
effective under the Securities Act and to Seward & Kissel's knowledge no
stop order has been issued or threatened suspending its effectiveness; (v)
to Seward & Kissel's knowledge, no consent, approval, order or other
authorization of any federal or state court or administrative or regulatory
agency is required for Premier Growth Fund to enter into this Agreement or
carry out its terms that will not have been obtained by the Closing, other
than as
A-8
<PAGE>
may be required under the securities or "blue sky" laws of any state and
other than where the failure to obtain any such consent, approval, order or
authorization would not have a material adverse effect on the operations of
Premier Growth Fund; and (vi) the Class A, Class B and Class C shares of
Premier Growth Fund to be issued in the Reorganization have been duly
authorized and upon issuance thereof in accordance with this Agreement will
be validly issued, fully paid and nonassessable, and no shareholder of
Premier Growth Fund has any preemptive right to subscribe or purchase in
respect thereof.
(f) Non-Termination. Neither party shall have terminated this Agreement
pursuant to Section 8(c) hereof.
(g) Further Assurances. Counterpoint Fund shall have received such
further assurances, including, but not limited to, further assurances from
Premier Growth Fund or any other person, concerning the performance of its
obligations hereunder and the consummation of the Reorganization as it
shall deem necessary, advisable or appropriate.
7. CONDITIONS TO OBLIGATIONS OF PREMIER GROWTH FUND
The obligations of Premier Growth Fund hereunder with respect to the
consummation of the Reorganization are subject to the satisfaction of the
following conditions:
(a) Approval by Shareholders. This Agreement and the transactions
contemplated by the Reorganization shall have been approved by the
affirmative vote of a majority of the outstanding shares of beneficial
interest of Counterpoint Fund entitled to be voted with respect thereto.
(b) Covenants, Warranties and Representations. Counterpoint Fund shall
have complied with each of its covenants contained herein, each of the
representations and warranties of Counterpoint Fund contained herein shall
be true in all material respects as of the Closing, there shall have been
no material adverse change in the financial condition, results of
operations, business, properties or assets of Counterpoint Fund since
September 30, 1995, and Premier Growth Fund shall have received a
certificate of the President of Counterpoint Fund satisfactory in form and
substance to Premier Growth Fund so stating.
(c) Portfolio Securities. All securities and other assets to be acquired
by Premier Growth Fund in the Reorganization shall have been approved for
acquisition by the investment adviser of Premier Growth Fund as consistent
with the investment policies of Premier Growth Fund, and all such
securities and other assets on the books of Counterpoint Fund that are not
readily marketable shall be valued on the basis of an evaluation acceptable
to both Counterpoint Fund and Premier Growth Fund at the expense of
Counterpoint Fund.
(d) Regulatory Approval. The Registration Statement shall have been
declared effective by the Commission and no stop order under the Securities
Act pertaining thereto shall have been issued; all necessary orders of
exemption under the Act with respect to the transactions contemplated
hereby shall have been granted by the Commission, and all necessary
approvals, registrations, and exemptions under federal and state laws shall
have been obtained.
(e) Tax Opinion. Premier Growth Fund shall have received the opinion of
Seward & Kissel, dated as of the Closing, addressed to and in form and
substance satisfactory to Premier Growth Fund, as to certain of the federal
income tax consequences of the Reorganization under the Code
A-9
<PAGE>
to Premier Growth Fund, Counterpoint Fund and Counterpoint Fund's
shareholders. For purposes of rendering the opinion, Seward & Kissel may
rely exclusively and without independent verification as to factual matters
upon the statements made in this Agreement and the Registration Statement,
and upon such other written representations as to matters of fact as an
executive officer of each of Counterpoint Fund and Premier Growth Fund will
have verified as of the Closing. The opinion of Seward & Kissel will be to
the effect that, based on the facts and assumptions stated therein, for
federal income tax purposes: (i) the Reorganization will constitute a
reorganization within the meaning of Section 368(a)(1)(C) of the Code and
that Counterpoint Fund and Premier Growth Fund will each be "a party to a
reorganization" within the meaning of Section 368(b) of the Code; (ii)
neither Counterpoint Fund nor Premier Growth Fund will recognize any gain
or loss upon the transfer of all the assets of Counterpoint Fund to Premier
Growth Fund in exchange for Premier Growth Fund Shares and the assumption
by Premier Growth Fund of all the liabilities of Counterpoint Fund pursuant
to this Agreement and upon the distribution (whether actual or
constructive) of Premier Growth Fund shares to Counterpoint Fund's
shareholders in exchange for their respective Counterpoint Fund Shares;
(iii) the holding period and tax basis of the assets of Counterpoint Fund
acquired by Premier Growth Fund will be the same as the holding period and
tax basis that Counterpoint Fund had in such assets immediately prior to
the Reorganization; and (iv) Premier Growth Fund will succeed to the
capital loss carryovers of Counterpoint Fund, if any, pursuant to Section
381 of the Code, but the use by Premier Growth Fund of any such capital
loss carryovers may be subject to limitation under Section 383 of the Code.
(f) Opinion of Counsel. Premier Growth Fund shall have received the
opinion of Seward & Kissel, as counsel for Counterpoint Fund, dated as of
the Closing, addressed to and in form and substance satisfactory to Premier
Growth Fund, to the effect that (i) Counterpoint Fund is a business trust
duly organized and validly existing under the laws of the Commonwealth of
Massachusetts; (ii) Counterpoint Fund is a diversified, open-end investment
company of the management type registered under the Act; (iii) this
Agreement and the Reorganization provided for herein and the execution of
this Agreement have been duly authorized and approved by requisite action
of Counterpoint Fund, and this Agreement has been duly executed and
delivered by Counterpoint Fund and is a valid and binding obligation of
Counterpoint Fund, subject to applicable bankruptcy, insolvency, fraudulent
conveyance and similar laws or court decisions regarding enforcement of
creditors' rights generally, and to general principles of equity
(regardless of whether enforceability is considered in a proceeding at law
or in equity); (iv) the Reorganization has been approved by the requisite
vote of the shareholders of Counterpoint Fund; and (v) to Seward & Kissel's
knowledge, no consent, approval, order or other authorization of any
federal or state court or administrative or regulatory agency is required
for Counterpoint Fund to enter into this Agreement or carry out its terms
that will not have been obtained by the Closing other than where the
failure to obtain any such consent, approval, order or authorization would
not have a material adverse effect on the operations of Counterpoint Fund.
(g) Non-Termination. Neither party shall have terminated this Agreement
pursuant to Section 8(c) hereof.
(h) Further Assurances. Premier Growth Fund shall have received such
further assurances, including, but not limited to, further assurances from
Counterpoint Fund or any other person, concerning the performance of its
obligations hereunder and the consummation of the Reorganization as it
shall deem necessary, advisable or appropriate.
A-10
<PAGE>
8. AMENDMENTS; WAIVERS; TERMINATION; SURVIVAL; COOPERATION
(a) Amendments. Counterpoint Fund and Premier Growth Fund may, by
agreement in writing authorized by their respective Trustees and Board of
Directors, amend this Agreement at any time before or after approval hereof
by the shareholders of Counterpoint Fund, but after such approval, no
amendment shall be made that materially alters the obligations of either
party hereto.
(b) Waivers. At any time prior to the Closing, either of the parties may
by written instrument signed by it (i) waive the effect of any inaccuracies
in the representations and warranties made to it contained herein and (ii)
waive compliance with any of the covenants or conditions made for its
benefit contained herein.
(c) Termination. Either party may terminate this Agreement at any time
prior to the Closing by notice to the other party if (i) a material
condition to its performance hereunder or a material covenant of the other
party contained herein shall not be fulfilled on or before the date
specified for the fulfillment thereof or (ii) a material default or
material breach of this Agreement shall be made by the other party. This
Agreement may be terminated at any time prior to the Closing, whether
before or after approval by the shareholders of Counterpoint Fund, without
liability on the part of either party hereto or its respective Trustees or
Board of Directors, officers or shareholders, by any party on notice to the
other party in the event that the Trustees or Board of Directors of the
party giving such notice determines that proceeding with this Agreement is
not in the best interest of that party's shareholders. Unless the parties
hereto shall otherwise agree in writing, this Agreement shall terminate,
without liability to any party, as of the close of business on February 28,
1997 if the Closing is not held on or prior to such date.
(d) Survival. No representations, warranties or covenants in or pursuant
to this Agreement (including certificates of officers) shall survive the
Reorganization.
(e) Cooperation. Each of the parties hereto will cooperate with the other
in fulfilling its obligations under this Agreement and will provide such
information and documentation as is reasonably requested by the other in
carrying out the terms hereof.
9. EXPENSES
Alliance Capital Management L.P., the investment adviser to each party
hereto, will bear all expenses incurred in connection with this Agreement, and
all transactions contemplated hereby, whether or not the Reorganization is
consummated; provided, however, that Counterpoint Fund shall bear any cost or
expense incurred through the time of the Closing for purposes of satisfying
the conditions set forth in Section 7(c) above.
10. GENERAL
This Agreement supersedes all prior agreements between the parties (written
or oral), is intended as a complete and exclusive statement of the terms of
the Agreement between the parties and may not be changed or terminated orally.
This Agreement may be executed in counterparts, which shall be considered one
and the same agreement, and shall become effective when the counterparts have
been executed by Counterpoint Fund and Premier Growth Fund and delivered to
each of the parties hereto. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Nothing in this Agreement, expressed or
implied, is intended to confer upon any other person any rights or remedies
under or by reason of this Agreement. This Agreement shall be governed by and
construed in accordance with the law of the State of New York applicable to
agreements made and to be performed in New York.
A-11
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
Alliance Counterpoint Fund
By __________________________________
Alliance Premier Growth Fund, Inc.
By __________________________________
Accepted and agreed to as to Section 9:
Alliance Capital Management L.P.
By Alliance Capital Management
Corporation, Its General Partner
By __________________________________
Copies of the Agreement and Declaration of Trust, as amended, establishing
Counterpoint Fund are on file with the Secretary of State of The Commonwealth
of Massachusetts and with the City Clerk for the City of Boston, and notice is
hereby given that this Agreement and Plan of Reorganization and Liquidation is
executed on behalf of Counterpoint Fund by officers of Counterpoint Fund as
officers and not individually and that the obligations of or arising out of
this Agreement are not binding upon any of the Trustees, officers,
shareholders, employees or agents of Counterpoint Fund individually but are
binding only upon the assets and property of Counterpoint Fund.
A-12
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
- --------------------------------------------------------------------------------
<S> <C>
Introduction............................................................... 1
Synopsis................................................................... 3
Fee Table.................................................................. 7
Reasons for the Transaction................................................ 9
Comparison of Investment Objectives and Policies........................... 10
Information about the Transaction.......................................... 14
Certain Comparative Information............................................ 16
Information about the Funds................................................ 18
Voting Information......................................................... 18
Exhibit A: Agreement and Plan of Reorganization and Liquidation............ A-1
</TABLE>
ACQUISITION OF THE ASSETS OF
ALLIANCE COUNTERPOINT FUND
BY AND IN EXCHANGE FOR SHARES OF
ALLIANCE PREMIER GROWTH FUND, INC.
- -------------------------------------------------------------------------------
LOGO
Alliance Capital Management L.P.
- -------------------------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF ALLIANCE COUNTERPOINT FUND AND
PROSPECTUS/PROXY STATEMENT
JANUARY 22, 1996
<PAGE>
ALLIANCE CAPITAL [Logo] THE ALLIANCE STOCK FUNDS
______________________________________________________
Supplement dated December 4, 1995 to Prospectus dated
November 1, 1995 of The Alliance Stock Funds
On November 28, 1995 Alliance Counterpoint Fund
suspended sales of shares of Counterpoint Fund, effective as
of the close of business on December 6, 1995, other than
sales to shareholders as of the close of business on
December 6. This action followed approval by the Trustees
of the Fund, and recommendation to the shareholders of
Counterpoint Fund for their approval, of the acquisition of
Counterpoint Fund's assets by and in exchange for shares of
Alliance Premier Growth Fund, Inc., a non-diversified
open-end investment company sponsored by Alliance. Premier
Growth Fund, which has a lower expense ratio than
Counterpoint Fund, seeks long-term growth of capital by
investing predominantly in the equity securities of a
limited number of large, carefully selected, high quality
U.S. companies that are judged likely to achieve superior
earnings growth.
The Trustees have called a special meeting of
Counterpoint Fund's shareholders to be held in February
1996. Proxy materials describing Premier Growth Fund and
the terms of the proposed acquisition will be mailed prior
to the meeting to shareholders of record of Counterpoint
Fund as of the close of business on December 11, 1995. If
approved at the meeting, it is expected that the acquisition
will occur shortly thereafter.
Counterpoint Fund intends to sell portfolio
securities prior to the acquisition to the extent desirable
from the perspective of the portfolio of Premier Growth
Fund. Purchases of portfolio securities by Counterpoint
Fund prior to the acquisition will be consistent with the
investment policies and objectives of both Counterpoint Fund
and Premier Growth Fund. It is expected that, as a
consequence of such transactions, Counterpoint Fund will
experience a portfolio turnover of approximately 40% to 50%
between the date of this supplement and the closing of the
acquisition and, in addition, will realize significant
capital gains and incur related transaction costs.
(R) This registered mark used under license from the owner,
Alliance Capital Management L.P.
<PAGE>
<PAGE>
The Alliance
- --------------------------------------------------------------------------------
Stock Funds
- --------------------------------------------------------------------------------
P.O. Box 1520, Secaucus, New Jersey 07096-1520
Toll Free (800) 221-5672
For Literature: Toll Free (800) 227-4618
Prospectus and Application
November 1, 1995
Domestic Stock Funds Global Stock Funds
-The Alliance Fund -Alliance International Fund
-Alliance Growth Fund -Alliance Worldwide Privatization Fund
-Alliance Premier Growth Fund -Alliance New Europe Fund
-Alliance Counterpoint Fund -Alliance All-Asia Investment Fund
-Alliance Technology Fund -Alliance Global Small Cap Fund
-Alliance Quasar Fund
Total Return Funds
-Alliance Strategic Balanced Fund
-Alliance Balanced Shares
-Alliance Income Builder Fund
-Alliance Utility Income Fund
-Alliance Growth and Income Fund
Table of Contents Page
The Funds at a Glance..................................................... 2
Expense Information....................................................... 4
Financial Highlights...................................................... 7
Glossary.................................................................. 17
Description of the Funds.................................................. 18
Investment Objectives and Policies.................................... 18
Additional Investment Practices....................................... 27
Certain Fundamental Investment Policies............................... 34
Risk Considerations................................................... 36
Purchase and Sale of Shares............................................... 40
Management of the Funds................................................... 42
Dividends, Distributions and Taxes........................................ 45
General Information....................................................... 46
Adviser
Alliance Capital Management L.P.
1345 Avenue Of The Americas
New York, New York 10105
The Alliance Stock Funds provide a broad selection of investment alternatives to
investors seeking capital growth or high total return. The Domestic Stock Funds
invest mainly in the United States equity markets and the Global Stock Funds
diversify their investments among equity markets around the world, while the
Total Return Funds invest in both equity and fixed-income securities.
Each fund or portfolio (each a "Fund") is, or is a series of, an open-end
management investment company. This Prospectus sets forth concisely the
information which a prospective investor should know about each Fund before
investing. A "Statement of Additional Information" for each Fund which provides
further information regarding certain matters discussed in this Prospectus and
other matters which may be of interest to some investors has been filed with the
Securities and Exchange Commission and is incorporated herein by reference. For
a free copy, call or write Alliance Fund Services, Inc. at the indicated address
or "Literature" telephone number.
Each Fund offers three classes of shares which may be purchased at the
investor's choice at a price equal to their net asset value (i) plus an initial
sales charge imposed at the time of purchase (the "Class A shares"), (ii) with a
contingent deferred sales charge imposed on most redemptions made within four
years of purchase (the "Class B shares"), or (iii) without any initial or
contingent deferred sales charge (the "Class C shares"). See "Purchase and Sale
of Shares."
An investment in these securities is not a deposit or obligation of, or
guaranteed or endorsed by, any bank and is not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board or any other agency.
Investors are advised to read this Prospectus carefully and to retain it for
future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Alliance/(R)/
Mutual funds without the Mystery./SM/
(R)/SM These are registered marks used under licenses from the owner,
Alliance Capital Management L.P.
<PAGE>
The Funds At A Glance
The following summary is qualified in its entirety by the more detailed
information contained in this Prospectus.
The Funds' Investment Adviser Is . . .
Alliance Capital Management L.P. ("Alliance"), a global investment manager
providing diversified services to institutions and individuals through a broad
line of investments including 104 mutual funds. Since 1971, Alliance has earned
a reputation as a leader in the investment world with over $140 billion in
assets under management as of September 30, 1995. Alliance provides investment
management services to 29 of the FORTUNE 100 companies.
Domestic Stock Funds
Alliance Fund
Seeks . . . Long-term growth of capital and income primarily through investment
in common stocks.
Invests Principally in . . . A diversified portfolio of equity securities that,
in the judgment of Alliance, have the potential to achieve capital appreciation.
Growth Fund
Seeks . . . Long-term growth of capital by investing primarily in common stocks
and other equity securities.
Invests Principally in . . . A diversified portfolio of equity securities of
companies with a favorable outlook for earnings and whose rate of growth is
expected to exceed that of the United States economy over time.
Premier Growth Fund
Seeks . . . Long-term growth of capital by investing in the equity securities of
a limited number of large, carefully selected, high-quality American companies
from a relatively small universe of intensively researched companies.
Invests Principally in . . . A non-diversified portfolio of equity securities
that, in the judgment of Alliance, are likely to achieve superior earnings
growth. Normally, approximately 40 companies will be represented in the Fund's
investment portfolio. The Fund's investments in 25 of these companies most
highly regarded at any point in time by Alliance will usually constitute
approximately 70% of the Fund's net assets.
Counterpoint Fund
Seeks . . . Long-term capital growth, primarily, and current income,
secondarily.
Invests Principally in . . . A diversified portfolio of price-depressed,
undervalued or out-of-favor equity securities.
Technology Fund
Seeks . . . Growth of capital through investment in companies expected to
benefit from advances in technology.
Invests Principally in . . . A diversified portfolio of securities of companies
which use technology extensively in the development of new or improved products
or processes.
Quasar Fund
Seeks . . . Growth of capital by pursuing aggressive investment policies.
Invests Principally in . . . A diversified portfolio of equity securities of any
company and industry and in any type of security which is believed to offer
possibilities for capital appreciation.
Global Stock Funds
International Fund
Seeks . . . A total return on its assets from long-term growth of capital and
from income.
Invests Principally in . . . A diversified portfolio of marketable securities of
established non-United States companies, companies participating in foreign
economies with prospects for growth, and foreign government securities.
Worldwide Privatization Fund
Seeks . . . Long-term capital appreciation.
Invests Principally in . . . A non-diversified portfolio of equity securities
issued by enterprises that are undergoing, or have undergone, privatization. The
balance of the Fund's investment portfolio will include securities of companies
that are believed by Alliance to be beneficiaries of the privatization process.
New Europe Fund
Seeks . . . Long-term capital appreciation through investment primarily in the
equity securities of companies based in Europe.
Invests Principally in . . . A non-diversified portfolio of equity securities of
European companies.
All-Asia Investment Fund
Seeks . . . Long-term capital appreciation.
Invests Principally in . . . A non-diversified portfolio of equity securities of
Asian/Pacific companies.
Global Small Cap Fund
Seeks . . . Long-term growth of capital.
Invests Principally in . . . A diversified global portfolio of the equity
securities of small capitalization companies.
2
<PAGE>
Total Return Funds
Strategic Balanced Fund
Seeks . . . A high long-term total return by investing in a combination of
equity and debt securities.
Invests Principally in . . . A diversified portfolio of dividend-paying common
stocks and fixed-income securities, and also in equity-type securities such as
warrants, preferred stocks and convertible debt instruments.
Balanced Shares
Seeks . . . A high return through a combination of current income and capital
appreciation.
Invests Principally in . . . A diversified portfolio of equity and fixed-income
securities such as common and preferred stocks, U.S. Government and agency
obligations, bonds and senior debt securities.
Income Builder Fund
Seeks . . . Both an attractive level of current income and long-term growth of
income and capital.
Invests Principally in . . . A non-diversified portfolio of fixed-income
securities and dividend-paying common stocks. Alliance currently expects to
continue to maintain approximately 60% of the Fund's net assets in fixed-income
securities and 40% in equity securities.
Utility Income Fund
Seeks . . . Current income and capital appreciation through investment in the
utilities industry.
Invests Principally in . . . A diversified portfolio of equity securities, such
as common stocks, securities convertible into common stocks and rights and
warrants to subscribe for purchase of common stocks, and in fixed-income
securities such as bonds and preferred stocks.
Growth and Income Fund
Seeks . . . Income and appreciation through investment in dividend-paying common
stocks of quality companies.
Invests Principally in . . . A diversified portfolio of dividend-paying common
stocks of good quality, and, under certain market conditions, other types of
securities, including bonds, convertible bonds and preferred stocks.
A Word About Risk . . .
The price of the shares of the Alliance Stock Funds will fluctuate as the daily
prices of the individual securities in which they invest fluctuate, so that your
shares, when redeemed, may be worth more or less than their original cost. With
respect to those Funds permitted to invest in foreign currency denominated
securities, these fluctuations may be magnified by changes in foreign exchange
rates. Investment in the Global Stock Funds involves risks not associated with
funds that invest primarily in securities of U.S. issuers. While the Funds
invest principally in common stocks and other equity securities, in order to
achieve their investment objectives the Funds may at times use certain types of
investment derivatives, such as options, futures, forwards and swaps. These
involve risks different from, and, in certain cases, greater than, the risks
presented by more traditional investments. These risks are fully discussed in
this Prospectus.
Getting Started . . .
Shares of the Funds are available through your financial representative and most
banks, insurance companies and brokerage firms nationwide. Shares can be
purchased for a minimum initial investment of $250, and subsequent investments
can be made for as little as $50. For detailed information about purchasing and
selling shares, see "Purchase and Sale of Shares." In addition, the Funds offer
several time and money saving services to investors. Be sure to ask your
financial representative about:
- --------------------------------------------------------------------------------
Automatic Reinvestment
- --------------------------------------------------------------------------------
Automatic Investment Program
- --------------------------------------------------------------------------------
Retirement Plans
- --------------------------------------------------------------------------------
Shareholder Communications
- --------------------------------------------------------------------------------
Dividend Direction Plans
- --------------------------------------------------------------------------------
Auto Exchange
- --------------------------------------------------------------------------------
Systematic Withdrawals
- --------------------------------------------------------------------------------
A Choice Of Purchase Plans
- --------------------------------------------------------------------------------
Telephone Transactions
- --------------------------------------------------------------------------------
24 Hour Information
- --------------------------------------------------------------------------------
Alliance/(R)/
Mutual funds without the Mystery./SM/
(R)/SM These are registered marks used under licenses from the owner, Alliance
Capital Management L.P.
3
<PAGE>
- --------------------------------------------------------------------------------
Expense Information
- --------------------------------------------------------------------------------
Shareholder Transaction Expenses are one of several factors to consider when you
invest in a Fund. The following table summarizes your maximum transaction costs
from investing in a Fund and annual expenses for each class of shares of each
Fund. For each Fund, the "Examples" to the right of the table below show the
cumulative expenses attributable to a hypothetical $1,000 investment in each
class for the periods specified.
<TABLE>
<CAPTION>
Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Maximum sales charge imposed on purchases (as a percentage of
offering price).................................................. 4.25%(a) None None
Sales charge imposed on dividend reinvestments................... None None None
Deferred sales charge (as a
percentage of original purchase
price or redemption proceeds,
whichever is lower).............................................. None(a) 4.0% None
during the
first year,
decreasing 1.0%
annually to 0%
after the
fourth year (b)
Exchange fee..................................................... None None None
</TABLE>
- --------------------------------------------------------------------------------
(a) Reduced for larger purchases. Purchases of $1,000,000 or more are not
subject to an initial sales charge but may be subject to a 1% deferred sales
charge on redemptions within one year of purchase. See "Purchase and Sale of
Shares--How to Buy Shares" -page 40.
(b) Class B shares of each Fund other than Premier Growth Fund automatically
convert to Class A shares after eight years and the Class B shares of
Premier Growth Fund convert to Class A shares after six years. See "Purchase
and Sale of Shares--How to Buy Shares" -page 40.
<TABLE>
<CAPTION>
Operating Expenses Examples
- ------------------------------------------------------------- ---------------------------------------------------------------
Alliance Fund Class A Class B Class C Class A Class B+ Class B++ Class C
------- ------- ------- ------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management fees .71% .71% .71% After 1 year $ 53 $ 59 $ 19 $ 19
12b-1 fees .19% 1.00% 1.00% After 3 years $ 74 $ 79 $ 59 $ 59
Other expenses (a) .15% .18% .16% After 5 years $ 98 $102 $102 $101
---- ---- ---- After 10 years $165 $199(b) $199(b) $220
Total fund
operating expenses 1.05% 1.89% 1.87%
==== ==== ====
<CAPTION>
Growth Fund Class A Class B Class C Class A Class B+ Class B++ Class C
------- ------- ------- ------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management fees .75% .75% .75% After 1 year $ 56 $ 61 $ 21 $ 21
12b-1 fees .30% 1.00% 1.00% After 3 years $ 83 $ 84 $ 64 $ 64
Other expenses (a) .30% .30% .30% After 5 years $113 $110 $110 $110
---- ---- ---- After 10 years $198 $220(b) $220(b) $239
Total fund
operating expenses 1.35% 2.05% 2.05%
==== ==== ====
<CAPTION>
Premier Growth Fund Class A Class B Class C Class A Class B+ Class B++ Class C
------- ------- ------- ------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management fees 1.00% 1.00% 1.00% After 1 year $ 60 $ 65 $ 25 $ 25
12b-1 fees .37% 1.00% 1.00% After 3 years $ 97 $ 97 $ 77 $ 77
Other expenses (a) .44% .46% .45% After 5 years $136 $131 $131 $131
---- ---- ---- After 10 years $246 $248(b) $243(b) $279
Total fund
operating expenses 1.81% 2.46% 2.45%
==== ==== ====
<CAPTION>
Counterpoint Fund Class A Class B Class C Class A Class B+ Class B++ Class C
------- ------- ------- ------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management fees .75% .75% .75% After 1 year $ 61 $ 68 $ 28 $ 27
12b-1 fees .30% 1.00% 1.00% After 3 years $101 $105 $ 85 $ 83
Other expenses (a) .89% .98% .91% After 5 years $143 $144 $144 $141
---- ---- ---- After 10 years $259 $287(b) $287(b) $299
Total fund
operating expenses 1.94% 2.73% 2.66%
==== ==== ====
</TABLE>
- --------------------------------------------------------------------------------
Please refer to the footnotes on page 6.
4
<PAGE>
<TABLE>
<CAPTION>
Operating Expenses Examples
- --------------------------------------------------------------- ---------------------------------------------------------------
Technology Fund Class A Class B Class C Class A Class B+ Class B++ Class C
------- ------- ------- ------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management fees 1.00% 1.00% 1.00% After 1 year $ 59 $ 65 $ 25 $ 24
12b-1 fees .30% 1.00% 1.00% After 3 years $ 93 $ 96 $ 76 $ 75
Other expenses (a) .36% .43% .41% After 5 years $129 $130 $130 $129
---- ---- ---- After 10 years $231 $258(b) $258(b) $275
Total fund
operating expenses 1.66% 2.43% 2.41%
==== ==== ====
<CAPTION>
Quasar Fund Class A Class B Class C Class A Class B+ Class B++ Class C
------- ------- ------- ------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management fees 1.00% 1.00% 1.00% After 1 year $ 59 $ 65 $ 25 $ 25
12b-1 fees .21% 1.00% 1.00% After 3 years $ 93 $ 98 $ 78 $ 77
Other expenses (a) .46% .50% .48% After 5 years $129 $133 $133 $132
---- ---- ---- After 10 years $232 $263(b) $263(b) $282
Total fund
operating expenses 1.67% 2.50% 2.48%
==== ==== ====
<CAPTION>
International Fund Class A Class B Class C Class A Class B+ Class B++ Class C
------- ------- ------- ------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management fees 1.00% 1.00% 1.00% After 1 year $ 59 $ 66 $ 26 $ 26
12b-1 fees .18% 1.00% 1.00% After 3 years $ 95 $100 $ 80 $ 79
Other expenses (a) .55% .57% .54% After 5 years $132 $137 $137 $135
---- ---- ---- After 10 years $238 $270(b) $270(b) $288
Total fund
operating expenses 1.73% 2.57% 2.54%
==== ==== ====
<CAPTION>
Worldwide Privatization Fund Class A Class B Class C Class A Class B+ Class B++ Class C
------- ------- ------- ------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management fees 1.00% 1.00% 1.00% After 1 year $ 60 $ 65 $ 25 $ 25
12b-1 fees .30% 1.00% 1.00% After 3 years $ 96 $ 97 $ 77 $ 77
Other expenses (a) .48% .48% .48% After 5 years $135 $132 $132 $132
---- ---- ---- After 10 years $243 $264(b) $264(b) $282
Total fund
operating expenses 1.78% 2.48% 2.48%
==== ==== ====
<CAPTION>
New Europe Fund Class A Class B Class C Class A Class B+ Class B++ Class C
------- ------- ------- ------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management fees 1.07% 1.07% 1.07% After 1 year $ 63 $ 68 $ 28 $ 28
12b-1 fees .30% 1.00% 1.00% After 3 years $105 $107 $ 87 $ 86
Other expenses (a) .72% .72% .71% After 5 years $150 $147 $147 $147
---- ---- ---- After 10 years $274 $295(b) $295(b) $311
Total fund
operating expenses 2.09% 2.79% 2.78%
==== ==== ====
<CAPTION>
All-Asia Investment Fund Class A Class B Class C Class A Class B+ Class B++ Class C
------- ------- ------- ------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management fees After 1 year $ 70 $ 75 $ 35 $ 35
(after waiver) (c) 0.00% 0.00% 0.00% After 3 years $126 $127 $107 $107
12b-1 fees .30% 1.00% 1.00% After 5 years $184 $182 $182 $182
Other expenses After 10 years $342 $362(b) $362(b) $377
Administration fees
(after waiver) (f) 0.00% 0.00% 0.00%
Other operating expenses (a)
(after reimbursement) (d) 2.50% 2.50% 2.50%
---- ---- ----
Total other expenses 2.50% 2.50% 2.50%
---- ---- ----
Total fund
operating expenses (d) 2.80% 3.50% 3.50%
==== ==== ====
<CAPTION>
Global Small Cap Fund Class A Class B Class C Class A Class B+ Class B++ Class C
------- ------- ------- ------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management fees 1.00% 1.00% 1.00% After 1 year $ 67 $ 72 $ 32 $ 33
12b-1 fees .30% 1.00% 1.00% After 3 years $118 $119 $ 99 $100
Other expenses (a) 1.24% 1.20% 1.25% After 5 years $172 $167 $167 $170
---- ---- ---- After 10 years $318 $335(b) $335(b) $355
Total fund
operating expenses (g) 2.54% 3.20% 3.25%
==== ==== ====
<CAPTION>
Strategic Balanced Fund Class A Class B Class C Class A Class B+ Class B++ Class C
------- ------- ------- ------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management fees
(after waiver) (c) .45% .45% .45% After 1 year $ 56 $ 61 $ 21 $ 21
12b-1 fees .30% 1.00% 1.00% After 3 years $ 85 $ 86 $ 66 $ 66
Other expenses (a) After 5 years $116 $113 $113 $113
(after reimbursement) (d) .65% .65% .65% After 10 years $203 $225(b) $225(b) $243
---- ---- ----
Total fund
operating expenses (d) 1.40% 2.10% 2.10%
==== ==== ====
</TABLE>
- --------------------------------------------------------------------------------
Please refer to the footnotes on page 6.
5
<PAGE>
<TABLE>
<CAPTION>
Operating Expenses Examples
- --------------------------------------------------------------- ---------------------------------------------------------------
Balanced Shares Class A Class B Class C Class A Class B+ Class B++ Class C
------- ------- ------- ------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management fees .63% .63% .63% After 1 year $ 55 $ 61 $ 21 $ 21
12b-1 fees .24% 1.00% 1.00% After 3 years $ 83 $ 86 $ 66 $ 65
Other expenses (a) .45% .48% .46% After 5 years $112 $113 $113 $112
---- ---- ---- After 10 years $195 $224(b) $224(b) $242
Total fund
operating expenses 1.32% 2.11% 2.09%
==== ==== ====
<CAPTION>
Income Builder Fund Class A Class B Class C Class A Class B+ Class B++ Class C
------- ------- ------- ------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management fees .75% .75% .75% After 1 year $ 67 $ 71 $ 31 $ 27
12b-1 fees .30% 1.00% 1.00% After 3 years $118 $115 $ 95 $ 83
Other expenses (a) 1.47% 1.34% .92% After 5 years $171 $162 $162 $141
---- ---- ---- After 10 years $316 $327(b) $327(b) $300
Total fund
operating expenses 2.52% 3.09% 2.67%
==== ==== ====
<CAPTION>
Utility Income Fund Class A Class B Class C Class A Class B+ Class B++ Class C
------- ------- ------- ------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management fees .75% .75% .75% After 1 year $ 57 $ 62 $ 22 $ 22
12b-1 fees .30% 1.00% 1.00% After 3 years $ 88 $ 89 $ 69 $ 69
Other expenses (a) .45% .45% .45% After 5 years $121 $118 $118 $118
---- ---- ---- After 10 years $214 $236(b) $236(b) $253
Total fund
operating expenses (e) 1.50% 2.20% 2.20%
==== ==== ====
<CAPTION>
Growth and Income Fund Class A Class B Class C Class A Class B+ Class B++ Class C
------- ------- ------- ------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management fees .53% .53% .53% After 1 year $ 53 $ 59 $ 19 $ 19
12b-1 fees .20% 1.00% 1.00% After 3 years $ 74 $ 78 $ 58 $ 58
Other expenses (a) .30% .32% .31% After 5 years $ 97 $100 $100 $100
---- ---- ---- After 10 years $163 $195(b) $195(b) $216
Total fund
operating expenses 1.03% 1.85% 1.84%
==== ==== ====
</TABLE>
- --------------------------------------------------------------------------------
+ Assumes redemption at end of period.
++ Assumes no redemption at end of period.
(a) These expenses include a transfer agency fee payable to Alliance Fund
Services, Inc., an affiliate of Alliance, based on a fixed dollar amount
charged to the Fund for each shareholder's account.
(b) Assumes Class B shares converted to Class A shares after eight years, or six
years with respect to Premier Growth Fund.
(c) Net of voluntary fee waiver. In the absence of such waiver, management fees
would be .75% for Strategic Balanced Fund and 1.00% for All-Asia Investment
Fund.
(d) Net of voluntary fee waiver and expense reimbursement. In the absence of
such waiver and reimbursement, other expenses for Strategic Balanced Fund
would have been .76%, .74% and .75%, respectively, for Class A, Class B and
Class C shares, and total fund operating expenses for Strategic Balanced
Fund would have been 1.81%, 2.49% and 2.50%, respectively, for Class A,
Class B and Class C shares. In the absence of such waiver and
reimbursements, other expenses for All-Asia Investment Fund would have been
7.81%, 7.83% and 7.83%, respectively for Class A, Class B and Class C
shares, and total fund operating expenses for All-Asia Investment Fund would
have been 9.26%, 9.98% and 9.98%, respectively, for Class A, Class B and
Class C shares.
(e) Net of expense reimbursements. Absent expense reimbursements, total fund
operating expenses for Utility Income Fund would be 13.72%, 14.42% and
14.42%, respectively, for Class A, Class B and Class C shares.
(f) Reflects the fees payable by All-Asia Investment Fund to Alliance pursuant
to an administration agreement net of voluntary fee waiver. In the absence
of such fee waiver, the administration fee would be .15%.
(g) Net of expense reimbursements. Absent of expense reimbursements, total fund
operating expenses for Global Small Cap Fund would be 2.61%, 3.27% and
3.31%, respectively, for Class A, Class B and Class C shares.
The purpose of the foregoing table is to assist the investor in understanding
the various costs and expenses that an investor in a Fund will bear directly or
indirectly. Long-term shareholders of a Fund may pay aggregate sales charges
totaling more than the economic equivalent of the maximum initial sales charges
permitted by the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. See "Management of the Funds--Distribution Services
Agreements." The Rule 12b-1 fee for each class comprises a service fee not
exceeding .25% of the aggregate average daily net assets of the Fund
attributable to the class and an asset-based sales charge equal to the remaining
portion of the Rule 12b-1 fee. The information shown in the table for Alliance
Fund, Growth Fund and Technology Fund reflects annualized expenses based on the
Fund's most recent fiscal periods. The information shown in the table for
Alliance Premier Growth Fund and All-Asia Investment Fund reflects estimated
annualized expenses for the Fund's current fiscal period. "Total Fund Operating
Expenses" for Utility Income Fund are based on estimated amounts for the Funds'
current fiscal year. See "Management of the Funds." "Other Expenses" for Class
A, Class B and Class C shares of All-Asia Investment Fund and Worldwide
Privatization Fund are based on estimated amounts for each Fund's current fiscal
year. The management fee rates of Growth Fund, Premier Growth Fund, Counterpoint
Fund, Strategic Balanced Fund, Technology Fund, International Fund, Worldwide
Privatization Fund, New Europe Fund, All-Asia Investment Fund, Income Builder
Fund, Utility Income Fund and Global Small Cap Fund are higher than those paid
by most other investment companies, but Alliance believes the fees are
comparable to those paid by investment companies of similar investment
orientation. The expense ratios for Class B and Class C shares of Counterpoint
Fund, Technology Fund and Quasar Fund, and for each Class of shares of Global
Small Cap Fund and Worldwide Privatization Fund, are higher than the expense
ratios of most other mutual funds, but are comparable to the expense ratios of
mutual funds whose shares are similarly priced. The examples set forth above
assume reinvestment of all dividends and distributions and utilize a 5% annual
rate of return as mandated by Commission regulations. The examples should not be
considered representative of past or future expenses; actual expenses may be
greater or less than those shown.
6
<PAGE>
- --------------------------------------------------------------------------------
Financial Highlights
- --------------------------------------------------------------------------------
The tables on the following pages present, for each Fund, per share income and
capital changes for a share outstanding throughout each period indicated. The
information in the tables for Alliance Fund, Growth Fund, Premier Growth Fund,
Strategic Balanced Fund, Balanced Shares, Utility Income Fund, Worldwide
Privatization Fund and Growth and Income Fund has, except as noted otherwise,
been audited by Price Waterhouse LLP, the independent accountants for each Fund,
and for Counterpoint Fund, Technology Fund, Quasar Fund, International Fund, New
Europe Fund, Global Small Cap Fund and Income Builder Fund by Ernst & Young LLP,
the independent auditors for each Fund. A report of Price Waterhouse LLP or
Ernst & Young LLP, as the case may be, on the information with respect to each
Fund, except All-Asia Investment Fund which has not yet been audited or it has
not completed a fiscal year, appears in the Fund's Statement of Additional
Information. The following information for each Fund should be read in
conjunction with the financial statements and related notes which are included
in the Fund's Statement of Additional Information.
Further information about a Fund's performance is contained in the Fund's annual
report to shareholders, which may be obtained without charge by contacting
Alliance Fund Services, Inc. at the address or the "Literature" telephone number
shown on the cover of this Prospectus.
7
<PAGE>
<TABLE>
<CAPTION>
Net Net Net
Asset Realized and Increase
Value Unrealized (Decrease) In Dividends From Distributions
Beginning Of Net Investment Gain (Loss) On Net Asset Value Net Investment From Net
Fiscal Year or Period Period Income (Loss) Investments From Operations Income Realized Gains
--------------------- ------------ -------------- -------------- --------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
All-Asia Investment Fund
Class A
11/28/94+ to 4/30/95+++... $ 10.00 $ .11 (c) $ .13 $ .24 $ 0.00 $ 0.00
Class B
11/28/94+ to 4/30/95+++... $ 10.00 $ .09 (c) $ .13 $ .22 $ 0.00 $ 0.00
Class C
11/28/94+ to 4/30/95+++... $ 10.00 $ .08 (c) $ .16 $ .24 $ 0.00 $ 0.00
Alliance Fund
Class A
12/1/94 to 5/31/95+++..... $ 6.63 $ .01 $ .81 $ .82 $ (.01) $ (1.00)
1/1/94 to 11/30/94**...... 6.85 .01 (.23) (.22) 0.00 0.00
Year ended 12/31/93....... 6.68 .02 .93 .95 (.02) (.76)
Year ended 12/31/92....... 6.29 .05 .87 .92 (.05) (.48)
Year ended 12/31/91....... 5.22 .07 1.70 1.77 (.07) (.63)
Year ended 12/31/90....... 6.87 .09 (.32) (.23) (.18) (1.24)
Year ended 12/31/89....... 5.60 .12 1.19 1.31 (.04) 0.00
Year ended 12/31/88....... 5.15 .08 .80 .88 (.08) (.35)
Year ended 12/31/87....... 6.87 .08 .27 .35 (.13) (1.94)
Year ended 12/31/86....... 11.15 .11 .87 .98 (.10) (5.16)
Year ended 12/31/85....... 9.18 .20 2.51 2.71 (.23) (.51)
Class B
12/1/94 to 5/31/95+++..... $ 6.50 $ .05 $ .72 $ .77 $ 0.00 $ (1.00)
1/1/94 to 11/30/94**...... 6.76 (.03) (.23) (.26) 0.00 0.00
Year ended 12/31/93....... 6.64 (.03) .91 .88 0.00 (.76)
Year ended 12/31/92....... 6.27 (.01)(b) .87 .86 (.01) (.48)
3/4/91++ to 12/31/91...... 6.14 .01 (b) .79 .80 (.04) (.63)
Class C
12/1/94 to 5/31/95+++..... $ 6.50 $ (.10) $ .87 $ .77 $ 0.00 $ (1.00)
1/1/94 to 11/30/94**...... 6.77 (.03) (.24) (.27) 0.00 0.00
5/3/93++ to 12/31/93...... 6.67 (.02) .88 .86 0.00 (.76)
Growth Fund (i)
Class A
11/1/94 to 4/30/95+++..... $ 25.08 $ .08 $ .88 $ .96 $ (.11) $ (.41)
5/1/94 to 10/31/94**...... 23.89 .09 1.10 1.19 0.00 0.00
Year ended 4/30/94........ 22.67 (.01)(c) 3.55 3.54 0.00 (2.32)
Year ended 4/30/93........ 20.31 .05 (c) 3.68 3.73 (.14) (1.23)
Year ended 4/30/92........ 17.94 .29 (c) 3.95 4.24 (.26) (1.61)
9/4/90++ to 4/30/91....... 13.61 .17 (c) 4.22 4.39 (.06) 0.00
Class B
11/1/94 to 4/30/95+++..... $ 21.21 $ 0.00 $ .74 $ .74 $ (.01) $ (.41)
5/1/94 to 10/31/94**...... 20.27 .01 .93 .94 0.00 0.00
Year ended 4/30/94........ 19.68 (.07)(c) 2.98 2.91 0.00 (2.32)
Year ended 4/30/93........ 18.16 (.06)(c) 3.23 3.17 (.03) (1.62)
Year ended 4/30/92........ 16.88 .17 (c) 3.67 3.84 (.21) (2.35)
Year ended 4/30/91........ 14.38 .08 (c) 3.22 3.30 (.09) (.71)
Year ended 4/30/90........ 14.13 .01 (b)(c) 1.26 1.27 0.00 (1.02)
Year ended 4/30/89........ 12.76 (.01)(c) 2.44 2.43 0.00 (1.06)
10/23/87+ to 4/30/88...... 10.00 (.02)(c) 2.78 2.76 0.00 0.00
Class C
11/1/94 to 4/30/95+++..... $ 21.22 $ 0.00 $ .73 $ .73 $ (.01) $ (.41)
5/1/94 to 10/31/94**...... 20.28 .01 .93 .94 0.00 0.00
8/2/93++ to 4/30/94....... 21.47 (.02)(c) 1.15 1.13 0.00 (2.32)
Premier Growth Fund
Class A
12/1/94 to 5/31/95+++..... $ 11.41 $ (.02) $ 2.15 $ 2.13 $ 0.00 $ (.67)
Year ended 11/30/94....... 11.78 (.09) (.28) (.37) 0.00 0.00
Year ended 11/30/93....... 10.79 (.05) 1.05 1.00 (.01) 0.00
9/28/92+ to 11/30/92...... 10.00 .01 .78 .79 0.00 0.00
Class B
12/1/94 to 5/31/95+++..... $ 11.29 $ (.05) $ 2.13 $ 2.08 $ 0.00 $ (.67)
Year ended 11/30/94....... 11.72 (.15) (.28) (.43) 0.00 0.00
Year ended 11/30/93....... 10.79 (.10) 1.03 .93 0.00 0.00
9/28/92+ to 11/30/92...... 10.00 0.00 .79 .79 0.00 0.00
Class C
12/1/94 to 5/31/95+++..... $ 11.30 $ (.05) $ 2.13 $ 2.08 $ 0.00 $ (.67)
Year ended 11/30/94....... 11.72 (.09) (.33) (.42) 0.00
5/3/93++ to 11/30/93...... 10.48 (.05) 1.29 1.24 0.00 0.00
</TABLE>
- --------------------------------------------------------------------------------
Please refer to the footnotes on page 16.
8
<PAGE>
<TABLE>
<CAPTION>
Total Net Assets Ratio Of Net
Total Net Asset Investment At End Of Ratio Of Investment
Dividends Value Return Based Period Expenses Income (Loss)
And End Of on Net Asset (000's To Average To Average Portfolio
Distributions Period Value (a) omitted) Net Assets Net Assets Turnover Rate
------------- --------- ------------ ---------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
$ 0.00 $10.24 2.40% $ 1,917 .19%* 3.44%* 51%
$ 0.00 $10.22 2.20% $ 3,019 .90%* 2.73%* 51%
$ 0.00 $10.24 2.40% $ 185 .71%* 2.87%* 51%
$(1.01) $ 6.44 15.01% $ 812,401 1.07%* .44%* 41%
0.00 6.63 (3.21) 760,679 1.05* .21* 63
(.78) 6.85 14.26 831,814 1.01 .27 66
(.53) 6.68 14.70 794,733 .81 .79 58
(.70) 6.29 33.91 748,226 .83 1.03 74
(1.42) 5.22 (4.36) 620,374 .81 1.56 71
(.04) 6.87 23.42 837,429 .75 1.79 81
(.43) 5.60 17.10 760,619 .82 1.38 65
(2.07) 5.15 4.90 695,812 .76 1.03 100
(5.26) 6.87 12.60 652,009 .61 1.39 46
(.74) 11.15 31.52 710,851 .59 1.96 62
$(1.00) $ 6.27 14.36% $ 22,603 1.88%* (.32)%* 41%
0.00 6.50 (3.85) 18,138 1.89* (.60)* 63
(.76) 6.76 13.28 12,402 1.90 (.64) 66
(.49) 6.64 13.75 3,825 1.64 (.04) 58
(.67) 6.27 13.10 852 1.64* .10* 74
$(1.00) $ 6.27 14.36% $ 6,868 1.91%* (.38)%* 41%
0.00 6.50 (3.99) 6,230 1.87* (.59)* 63
(.76) 6.77 13.95 4,006 1.94* (.74)* 66
$ (.52) $25.52 4.04% $ 213,281 1.37%* .69%* 25%
0.00 25.08 4.98 167,800 1.35* .86* 24
(2.32) 23.89 15.66 102,406 1.40 (f) .32 87
(1.37) 22.67 18.89 13,889 1.40 (f) .20 124
(1.87) 20.31 23.61 8,228 1.40 (f) 1.44 137
(.06) 17.94 32.40 713 1.40*(f) 1.99* 130
$ (.42) $21.53 3.68% $1,051,753 2.07%* (.01)%* 25%
0.00 21.21 4.64 751,521 2.05* .16* 24
(2.32) 20.27 14.79 394,227 2.10 (f) (.36) 87
(1.65) 19.68 18.16 56,704 2.15 (f) (.53) 124
(2.56) 18.16 22.75 37,845 2.15 (f) .78 137
(.80) 16.88 24.72 22,710 2.10 (f) .56 130
(1.02) 14.38 8.81 15,800 2.00 (f) .07 165
(1.06) 14.13 20.31 7,672 2.00 (f) (.03) 139
0.00 12.76 27.60 1,938 2.00*(f) (.40)* 52
$ (.42) $21.53 3.63% $ 154,857 2.07%* (.01)%* 25%
0.00 21.22 4.64 114,455 2.05* .16* 24
(2.32) 20.28 5.27 64,030 2.10*(f) (.31)* 87
$ (.67) $12.87 19.94% $ 41,921 1.92%* (.36)%* 58%
0.00 11.41 (3.14) 35,146 1.96 (.67) 98
(.01) 11.78 9.26 40,415 2.18 (.61) 68
0.00 10.79 7.90 4,893 2.17*(f) .91*(f) 0
$ (.67) $12.70 19.70% $ 157,167 2.43%* (.88)%* 58%
0.00 11.29 (3.67) 139,988 2.47 (1.19) 98
0.00 11.72 8.64 151,600 2.70 (1.14) 68
0.00 10.79 7.90 19,941 2.68*(f) .35*(f) 0
$ (.67) $12.71 19.68% $ 8,638 2.42%* (.87)%* 58%
0.00 11.30 (3.58) 7,332 2.47 (1.16) 98
0.00 11.72 11.83 3,899 2.79* (1.35)* 68
</TABLE>
- --------------------------------------------------------------------------------
9
<PAGE>
<TABLE>
<CAPTION>
Net Net Net
Asset Realized and Increase
Value Unrealized (Decrease) In Dividends From Distributions
Beginning Of Net Investment Gain (Loss) On Net Asset Value Net Investment From Net
Fiscal Year or Period Period Income (Loss) Investments From Operations Income Realized Gains
--------------------- ------------ -------------- -------------- --------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Counterpoint Fund
Class A
10/1/94 to 3/31/95+++..... $17.14 $(.07) $ 1.31 $ 1.24 $0.00 $(2.62)
Year ended 9/30/94........ 20.89 (.10) (.82) (.92) 0.00 (2.83)
Year ended 9/30/93........ 19.45 (.01) 2.60 2.59 (.04) (1.11)
Year ended 9/30/92........ 19.08 .13 1.76 1.89 (.16) (1.36)
Year ended 9/30/91........ 15.18 .17 4.92 5.09 (.20) (.99)
Year ended 9/30/90........ 19.86 .23 (3.63) (3.40) (.20) (1.08)
Year ended 9/30/89........ 15.02 .21 5.30 5.51 (.23) (.44)
Year ended 9/30/88........ 18.05 .27 (2.09) (1.82) (.26) (.95)
Year ended 9/30/87........ 14.26 .26 4.20 4.46 (.36) (.31)
Year ended 9/30/86........ 10.98 .37 3.31 3.68 (.35) (.09)
2/28/85+ to 9/30/85....... 10.00 .13 .85 .98 0.00 0.00
Class B
10/1/94 to 3/31/95+++..... $16.94 $(.07) $ 1.23 $ 1.16 $0.00 $(2.62)
Year ended 9/30/94........ 20.82 (.08) (.97) (1.05) 0.00 (2.83)
5/3/93++ to 9/30/93....... 18.51 (.07) 2.38 2.31 0.00 0.00
Class C
10/1/94 to 3/31/95+++..... $16.95 $(.10) $ 1.26 $ 1.16 $0.00 $(2.62)
Year ended 9/30/94........ 20.83 (.14) (.91) (1.05) 0.00 (2.83)
5/3/93++ to 9/30/93....... 18.51 (.05) 2.37 2.32 0.00 0.00
Technology Fund
Class A
12/1/94 to 5/31/95+++..... $31.98 $(.11) $ 7.94 $ 7.83 $0.00 $(3.17)
1/1/94 to 11/30/94**...... 26.12 (.32) 6.18 5.86 0.00 0.00
Year ended 12/31/93....... 28.20 (.29) 6.39 6.10 0.00 (8.18)
Year ended 12/31/92....... 26.38 (.22)(b) 4.31 4.09 0.00 (2.27)
Year ended 12/31/91....... 19.44 (.02) 10.57 10.55 0.00 (3.61)
Year ended 12/31/90....... 21.57 (.03) (.56) (.59) 0.00 (1.54)
Year ended 12/31/89....... 20.35 0.00 1.22 1.22 0.00 0.00
Year ended 12/31/88....... 20.22 (.03) .16 .13 0.00 0.00
Year ended 12/31/87....... 23.11 (.10) 4.54 4.44 0.00 (7.33)
Year ended 12/31/86....... 20.64 (.14) 2.62 2.48 (.01) 0.00
Year ended 12/31/85....... 16.52 .02 4.30 4.32 (.20) 0.00
Class B
12/1/94 to 5/31/95+++..... $31.61 $(.14) $ 7.75 $ 7.61 $0.00 $(3.17)
1/1/94 to 11/30/94**...... 25.98 (.23) 5.86 5.63 0.00 0.00
5/3/93++ to 12/31/93...... 27.44 (.12) 6.84 6.72 0.00 (8.18)
Class C
12/1/94 to 5/31/95+++..... $31.61 $(.18) $ 7.79 $ 7.61 $0.00 $(3.17)
1/1/94 to 11/30/94**...... 25.98 (.24) 5.87 5.63 0.00 0.00
5/3/93++ to 12/31/93...... 27.44 (.13) 6.85 6.72 0.00 (8.18)
Quasar Fund
Class A
10/1/94 to 3/31/95+++..... $22.65 $(.13) $ .54 $ .41 $0.00 $(3.86)
Year ended 9/30/94........ 24.43 (.60) (.36) (.96) 0.00 (.82)
Year ended 9/30/93........ 19.34 (.41) 6.38 5.97 0.00 (.88)
Year ended 9/30/92........ 21.27 (.24) (1.53) (1.77) 0.00 (.16)
Year ended 9/30/91........ 15.67 (.05) 5.71 5.66 (.06) 0.00
Year ended 9/30/90........ 24.84 .03 (b) (7.18) (7.15) 0.00 (2.02)
Year ended 9/30/89........ 17.60 .02 (b) 7.40 7.42 0.00 (.18)
Year ended 9/30/88........ 24.47 (.08) (2.08) (2.16) 0.00 (4.71)
Year ended 9/30/87(d)..... 21.80 (.14) 5.88 5.74 0.00 (3.07)
Year ended 9/30/86(d)..... 17.25 0.00 5.54 5.54 (.03) (.96)
Year ended 9/30/85(d)..... 14.67 .04 2.87 2.91 (.11) (.22)
Class B
10/1/94 to 3/31/95+++..... $21.92 $(.19) $ .50 $ .31 $0.00 $(3.86)
Year ended 9/30/94........ 23.88 (.53) (.61) (1.14) 0.00 (.82)
Year ended 9/30/93........ 19.07 (.18) 5.87 5.69 0.00 (.88)
Year ended 9/30/92........ 21.14 (.39) (1.52) (1.91) 0.00 (.16)
Year ended 9/30/91........ 15.66 (.13) 5.67 5.54 (.06) 0.00
9/17/90++ to 9/30/90...... 17.17 (.01) (1.50) (1.51) 0.00 0.00
Class C
10/1/94 to 3/31/95+++..... $21.92 $(.20) $ .53 $ .33 $0.00 $(3.86)
Year ended 9/30/94........ 23.88 (.36) (.78) (1.14) 0.00 (.82)
5/3/93++ to 9/30/93....... 20.33 (.10) 3.65 3.55 0.00 0.00
</TABLE>
- --------------------------------------------------------------------------------
Please refer to the footnotes on page 16.
10
<PAGE>
<TABLE>
<CAPTION>
Total Net Assets Ratio Of Net
Total Net Asset Investment At End Of Ratio Of Investment
Dividends Value Return Based Period Expenses Income (Loss)
And End Of on Net Asset (000's To Average To Average Portfolio
Distributions Period Value (a) omitted) Net Assets Net Assets Turnover Rate
------------- --------- ------------ ---------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
$(2.62) $15.76 9.07% $ 36,714 2.23%* (.84)%* 8%
(2.83) 17.14 (4.91) 42,712 1.94 (.43) 25
(1.15) 20.89 13.76 67,356 1.79 (.04) 48
(1.52) 19.45 10.76 70,876 1.62 .79 39
(1.19) 19.08 35.39 59,690 1.64 1.02 38
(1.28) 15.18 (17.91) 49,198 1.72 1.38 57
(.67) 19.86 38.25 60,478 1.69 1.28 37
(1.21) 15.02 (8.94) 44,789 1.76 1.93 33
(.67) 18.05 32.24 57,752 1.64 (f) 1.68 (f) 24
(.40) 14.26 34.00 36,713 1.55 (f) 2.88 (f) 17
0.00 10.98 9.80 22,365 1.50*(f) 3.20*(f) 6
$(2.62) $15.48 8.67% $ 1,303 3.03%* (1.57)%* 8%
(2.83) 16.94 (5.63) 527 2.73 (1.17) 25
0.00 20.82 12.48 120 3.35* (1.60)* 48
$(2.62) $15.49 8.66% $ 483 2.94%* (1.54)%* 8%
(2.83) 16.95 (5.62) 418 2.66 (1.11) 25
0.00 20.83 12.53 242 3.22* (1.34)* 48
$(3.17) $36.64 27.21% $255,131 1.59%* (.65)%* 23%
0.00 31.98 22.43 202,929 1.66* (1.22)* 55
(8.18) 26.12 21.63 173,732 1.73 (1.32) 64
(2.27) 28.20 15.50 173,566 1.61 (.90) 73
(3.61) 26.38 54.24 191,693 1.71 (.20) 134
(1.54) 19.44 (3.08) 131,843 1.77 (.18) 147
0.00 21.57 6.00 141,730 1.66 .02 139
0.00 20.35 0.64 169,856 1.42(f) (.16)(f) 139
(7.33) 20.22 19.16 167,608 1.31(f) (.56)(f) 248
(.01) 23.11 12.03 147,733 1.13(f) (.57)(f) 141
(.20) 20.64 26.24 147,114 1.14(f) .07 (f) 259
$(3.17) $36.05 26.80% $ 88,367 2.47%* (1.51)%* 23%
0.00 31.61 21.67 18,397 2.43* (1.95)* 55
(8.18) 25.98 24.49 1,645 2.57* (2.30)* 64
$(3.17) $36.05 26.80% $ 16,555 2.45%* (1.49)%* 23%
0.00 31.61 21.67 7,470 2.41* (1.94)* 55
(8.18) 25.98 24.49 1,096 2.52* (2.25)* 64
$(3.86) $19.20 3.89% $131,172 1.80%* (1.26)%* 80%
(.82) 22.65 (4.05) 155,470 1.67 (1.15) 110
(.88) 24.43 31.58 228,874 1.65 (1.00) 102
(.16) 19.34 (8.34) 252,140 1.62 (.89) 128
(.06) 21.27 36.28 333,806 1.64 (.22) 118
(2.02) 15.67 (30.81) 251,102 1.66 .16 90
(.18) 24.84 42.68 263,099 1.73 .10 90
(4.71) 17.60 (8.61) 90,713 1.28(f) (.40)(f) 58
(3.07) 24.47 29.61 134,676 1.18(f) (.56)(f) 76
(.99) 21.80 33.79 144,959 1.18 .02 84
(.33) 17.25 20.29 77,067 1.18 .22 77
$(3.86) $18.37 3.52% $ 12,876 2.63%* (2.08)%* 80%
(.82) 21.92 (4.92) 13,901 2.50 (1.98) 110
(.88) 23.88 30.53 16,779 2.46 (1.81) 102
(.16) 19.07 (9.05) 9,454 2.42 (1.67) 128
(.06) 21.14 35.54 7,346 2.41 (1.28) 118
0.00 15.66 (8.79) 71 2.09* (.26)* 90
$(3.86) $18.39 3.62% $ 1,032 2.59%* (2.06)%* 80%
(.82) 21.92 (4.92) 1,220 2.48 (1.96) 110
0.00 23.88 17.46 118 2.49* (1.90)* 102
</TABLE>
- --------------------------------------------------------------------------------
11
<PAGE>
<TABLE>
<CAPTION>
Net Net Net
Asset Realized and Increase
Value Unrealized (Decrease) In Dividends From Distributions
Beginning Of Net Investment Gain (Loss) On Net Asset Value Net Investment From Net
Fiscal Year or Period Period Income (Loss) Investments From Operations Income Realized Gains
--------------------- ------------ -------------- -------------- --------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
International Fund
Class A
Year ended 6/30/95....... $18.38 $ .04 $ .01 $ .05 $0.00 $(1.62)
Year ended 6/30/94....... 16.01 (.09) 3.02 2.93 0.00 (.56)
Year ended 6/30/93....... 14.98 (.01) 1.17 1.16 (.04) (.09)
Year ended 6/30/92....... 14.00 .01 (b) 1.04 1.05 (.07) 0.00
Year ended 6/30/91....... 17.99 .05 (3.54) (3.49) (.03) (.47)
Year ended 6/30/90....... 17.24 .03 2.87 2.90 (.04) (2.11)
Year ended 6/30/89....... 16.09 .05 3.73 3.78 (.13) (2.50)
Year ended 6/30/88....... 23.70 .17 (1.22) (1.05) (.21) (6.35)
Year ended 6/30/87....... 22.02 .15 4.31 4.46 (.03) (2.75)
Year ended 6/30/86....... 11.94 .02 10.50 10.52 (.03) (.41)
Class B
Year ended 6/30/95....... $17.90 $(.01) $ (.08) $ (.09) $0.00 $(1.62)
Year ended 6/30/94....... 15.74 (.19) (b) 2.91 2.72 0.00 (.56)
Year ended 6/30/93....... 14.81 (.12) 1.14 1.02 0.00 (.09)
Year ended 6/30/92....... 13.93 (.11) (b) 1.02 .91 (.03) 0.00
9/17/90++ to 6/30/91..... 15.52 .03 (1.12) (1.09) (.03) (.47)
Class C
Year ended 6/30/95....... $17.91 $(.14) $ .05 $ (.09) $0.00 $(1.62)
Year ended 6/30/94....... 15.74 (.11) 2.84 2.73 0.00 (.56)
5/3/93++ to 6/30/93...... 15.93 0.00 (.19) (.19) 0.00 0.00
Worldwide Privatization Fund
Class A
Year ended 6/30/95....... $ 9.75 $ .06 $ .37 $ .43 $0.00 $ 0.00
6/2/94+ to 6/30/94....... 10.00 .01 (.26) (.25) 0.00 0.00
Class B
Year ended 6/30/95....... $ 9.74 $ .02 $ .34 $ .36 $0.00 $ 0.00
6/2/94+ to 6/30/94....... 10.00 .00 (.26) (.26) 0.00 0.00
Class C
2/8/95++ to 6/30/95...... $ 9.53 $ .05 $ .52 $ .57 $0.00 $ 0.00
New Europe Fund
Class A
Year ended 7/31/95....... $12.66 $ .04 $ 2.50 $ 2.54 $ (.09) $ 0.00
Period ended 7/31/94**... 12.53 .09 .04 .13 0.00 0.00
Year ended 2/28/94....... 9.37 .02 (b) 3.14 3.16 0.00 0.00
Year ended 2/28/93....... 9.81 .04 (.33) (.29) (.15) 0.00
Year ended 2/29/92....... 9.76 .02 (b) .05 .07 (.02) 0.00
4/2/90+ to 2/28/91....... 11.11 (e) .26 (.91) (.65) (.26) (.44)
Class B
Year ended 7/31/95....... $12.41 $(.05) $ 2.44 $ 2.39 $ (.09) $ 0.00
Period ended 7/31/94**... 12.32 .07 .02 .09 0.00 0.00
Year ended 2/28/94....... 9.28 (.05) (b) 3.09 3.04 0.00 0.00
Year ended 2/28/93....... 9.74 (.02) (.33) (.35) (.11) 0.00
3/5/91++ to 2/29/92...... 9.84 (.04) (b) (.04) (.08) (.02) 0.00
Class C
Year ended 7/31/95....... $12.42 $(.07) $ 2.46 $ 2.39 $ (.09) $ 0.00
Period ended 7/31/94**... 12.33 .06 .03 .09 0.00 0.00
5/3/93++ to 2/28/94...... 10.21 (.04) (b) 2.16 2.12 0.00 0.00
Global Small Cap Fund
Class A
Year ended 7/31/95....... $11.08 $(.09) $ 1.50 $ 1.41 $0.00 $(2.11) (k)
Period ended 7/31/94**... 11.24 (.15) (.01) (.16) 0.00 0.00
Year ended 9/30/93....... 9.33 (.15) 2.49 2.34 0.00 (.43)
Year ended 9/30/92....... 10.55 (.16) (1.03) (1.19) 0.00 (.03)
Year ended 9/30/91....... 8.26 (.06) 2.35 2.29 0.00 0.00
Year ended 9/30/90....... 15.54 (.05) (b) (4.12) (4.17) 0.00 (3.11)
Year ended 9/30/89....... 11.41 (.03) 4.25 4.22 0.00 (.09)
Year ended 9/30/88....... 15.07 (.05) (1.83) (1.88) 0.00 (1.78)
Year ended 9/30/87....... 15.47 (.07) 4.19 4.12 (.04) (4.48)
Year ended 9/30/86....... 12.94 .05 3.74 3.79 (.04) (1.22)
Class B
Year ended 7/31/95....... $10.78 $(.12) $ 1.40 $ 1.28 $0.00 $(2.11) (k)
Period ended 7/31/94**... 11.00 (.17) (b) (.05) (.22) 0.00 0.00
Year ended 9/30/93....... 9.20 (.15) 2.38 2.23 0.00 (.43)
Year ended 9/30/92....... 10.49 (.20) (1.06) (1.26) 0.00 (.03)
Year ended 9/30/91....... 8.26 (.07) 2.30 2.23 0.00 0.00
9/17/90++ to 9/30/90..... 9.12 (.01) (.85) (.86) 0.00 0.00
Class C
Year ended 7/31/95....... $10.79 $(.17) $ 1.45 $ 1.28 $0.00 $(2.11) (k)
Period ended 7/31/94**... 11.00 (.17) (b) (.04) (.21) 0.00 0.00
5/3/93++ to 9/30/93...... 9.86 (.05) 1.19 1.14 0.00 0.00
</TABLE>
- --------------------------------------------------------------------------------
Please refer to the footnotes on page 16.
12
<PAGE>
<TABLE>
<CAPTION>
Total Net Assets Ratio Of Net
Total Net Asset Investment At End Of Ratio Of Investment
Dividends Value Return Based Period Expenses Income (Loss)
And End Of on Net Asset (000's To Average To Average Portfolio
Distributions Period Value (a) omitted) Net Assets Net Assets Turnover Rate
------------- --------- ------------ ---------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
$(1.62) $16.81 .59% $165,584 1.73% .26% 119%
(.56) 18.38 18.68 201,916 1.90 (.50) 97
(.13) 16.01 7.86 161,048 1.88 (.14) 94
(.07) 14.98 7.52 179,807 1.82 .07 72
(.50) 14.00 (19.34) 214,442 1.73 .37 71
(2.15) 17.99 16.98 265,999 1.45 .33 37
(2.63) 17.24 27.65 166,003 1.41 .39 87
(6.56) 16.09 (4.20) 132,319 1.41 .84 55
(2.78) 23.70 23.05 194,716 1.30 .77 58
(.44) 22.02 90.87 139,326 1.29 .16 62
$(1.62) $16.19 (.22)% $ 48,998 2.57% (.62)% 119%
(.56) 17.90 17.65 29,943 2.78 (1.15) 97
(.09) 15.74 6.98 6,363 2.70 (.96) 94
(.03) 14.81 6.54 5,585 2.68 (.70) 72
(.50) 13.93 (6.97) 3,515 3.39* .84* 71
$(1.62) $16.20 (.22)% $ 19,395 2.54% (.88)% 119%
(.56) 17.91 17.72 13,503 2.78 (1.12) 97
0.00 15.74 (1.19) 229 2.57* .08* 94
$ 0.00 $10.18 4.41% $ 13,535 2.56% .66% 36%
0.00 9.75 (2.50) 4,990 2.75* 1.03* 0
$ 0.00 $10.10 3.70% $ 79,359 3.27% .01% 36%
0.00 9.74 (2.60) 22,859 3.45* .33* 0
$ 0.00 $10.10 5.98% $ 338 3.27%* 2.65%* 36%
$ (.09) $15.11 20.22% $ 86,112 2.09% .37% 74%
0.00 12.66 1.04 86,739 2.06* 1.85* 35
0.00 12.53 33.73 90,372 2.30 .17 94
(.15) 9.37 (2.82) 79,285 2.25 .47 125
(.02) 9.81 .74 108,510 2.24 .16 34
(.70) 9.76 (5.63) 188,016 1.52* 2.71* 48
$ (.09) $14.71 19.42% $ 34,527 2.79% (.33)% 74%
0.00 12.41 .73 31,404 2.76* 1.15* 35
0.00 12.32 32.76 20,729 3.02 (.52) 94
(.11) 9.28 (3.49) 1,732 3.00 (.50) 125
(.02) 9.74 .03 1,423 3.02* (.71)* 34
$ (.09) $14.72 19.40% $ 7,802 2.78% (.33)% 74%
0.00 12.42 .73 11,875 2.76* 1.15* 35
0.00 12.33 20.77 10,886 3.00* (.52)* 94
$(2.11) $10.38 16.62% $ 60,057 2.54%(f) (1.17)%(f) 128%
0.00 11.08 (1.42) 61,372 2.42* (1.26)* 78
(.43) 11.24 25.83 65,713 2.53 (1.13) 97
(.03) 9.33 (11.30) 58,491 2.34 (.85) 108
0.00 10.55 27.72 84,370 2.29 (.55) 104
(3.11) 8.26 (31.90) 68,316 1.73 (.46) 89
(.09) 15.54 37.34 113,583 1.56 (.17) 106
(1.78) 11.41 (8.11) 90,071 1.54 (f) (.50) (f) 74
(4.52) 15.07 34.11 113,305 1.41 (f) (.44) (f) 98
(1.26) 15.47 31.76 90,354 1.22 (f) .30 (f) 107
$(2.11) $ 9.95 15.77% $ 5,164 3.20%(f) (1.92)%(f) 128%
0.00 10.78 (2.00) 3,889 3.15* (1.93)* 78
(.43) 11.00 24.97 1,150 3.26 (1.85) 97
(.03) 9.20 (12.03) 819 3.11 (1.31) 108
0.00 10.49 27.00 121 2.98 (1.39) 104
0.00 8.26 (9.43) 183 2.61* (1.30)* 89
$(2.11) $ 9.96 15.75% $ 1,407 3.25%(f) (2.10)%(f) 128%
0.00 10.79 (1.91) 1,330 3.13* (1.92)* 78
0.00 11.00 11.56 261 3.75* (2.51)* 97
</TABLE>
- --------------------------------------------------------------------------------
13
<PAGE>
<TABLE>
<CAPTION>
Net Net Net
Asset Realized and Increase
Value Unrealized (Decrease) In Dividends From Distributions
Beginning Of Net Investment Gain (Loss) On Net Asset Value Net Investment From Net
Fiscal Year or Period Period Income (Loss) Investments From Operations Income Realized Gains
--------------------- ------------ -------------- -------------- --------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Strategic Balanced Fund (i)
Class A
Year ended 7/31/95........ $16.26 $ .34 (c) $ 1.64 $ 1.98 $ (.22) $ (.04)
Period ended 7/31/94**.... 16.46 .07 (c) (.27) (.20) 0.00 0.00
Year ended 4/30/94........ 16.97 .16 (c) .74 .90 (.24) (1.17)
Year ended 4/30/93........ 17.06 .39 (c) .59 .98 (.42) (.65)
Year ended 4/30/92........ 14.48 .27 (c) 2.80 3.07 (.17) (.32)
9/4/90++ to 4/30/91....... 12.51 .34 (c) 1.66 2.00 (.03) 0.00
Class B
Year ended 7/31/95........ $14.10 $ .22 (c) $ 1.40 $ 1.62 $ (.12) $ (.04)
Period ended 7/31/94**.... 14.30 .03 (c) (.23) (.20) 0.00 0.00
Year ended 4/30/94........ 14.92 .06 (c) .63 .69 (.14) (1.17)
Year ended 4/30/93........ 15.51 .23 (c) .53 .76 (.25) (1.10)
Year ended 4/30/92........ 13.96 .22 (c) 2.70 2.92 (.29) (1.08)
Year ended 4/30/91........ 12.40 .43 (c) 1.60 2.03 (.47) 0.00
Year ended 4/30/90........ 11.97 .50 (b)(c) .60 1.10 (.25) (.42)
Year ended 4/30/89........ 11.45 .48 (c) 1.11 1.59 (.30) (.77)
10/23/87+ to 4/30/88...... 10.00 .13 (c) 1.38 1.51 (.06) 0.00
Class C
Year ended 7/31/95........ $14.11 $ .16 (c) $ 1.46 $ 1.62 $ (.12) $ (.04)
Period ended 7/31/94**.... 14.31 .03 (c) (.23) (.20) 0.00 0.00
8/2/93++ to 4/30/94....... 15.64 .15 (c) (.17) (.02) (.14) (1.17)
Balanced Shares
Class A
Year ended 7/31/95........ $13.38 $ .46 $ 1.62 $ 2.08 $ (.36) $ (.02)
Period ended 7/31/94**.... 14.40 .29 (.74) (.45) (.28) (.29)
Year ended 9/30/93........ 13.20 .34 1.29 1.63 (.43) 0.00
Year ended 9/30/92........ 12.64 .44 .57 1.01 (.45) 0.00
Year ended 9/30/91........ 10.41 .46 2.17 2.63 (.40) 0.00
Year ended 9/30/90........ 14.13 .45 (2.14) (1.69) (.40) (1.63)
Year ended 9/30/89........ 12.53 .42 2.18 2.60 (.46) (.54)
Year ended 9/30/88........ 16.33 .46 (1.07) (.61) (.44) (2.75)
Year ended 9/30/87........ 14.64 .67 1.62 2.29 (.60) 0.00
Year ended 9/30/86........ 11.74 .68 3.40 4.08 (.65) (.53)
Class B
Year ended 7/31/95........ $13.23 $ .30 $ 1.65 $ 1.95 $ (.28) $ (.02)
Period ended 7/31/94**.... 14.27 .22 (.75) (.53) (.22) (.29)
Year ended 9/30/93........ 13.13 .29 1.22 1.51 (.37) 0.00
Year ended 9/30/92........ 12.61 .37 .54 .91 (.39) 0.00
2/4/91++ to 9/30/91....... 11.84 .25 .80 1.05 (.28) 0.00
Class C
Year ended 7/31/95........ $13.24 $ .30 $ 1.65 $ 1.95 $ (.28) $ (.02)
Period ended 7/31/94**.... 14.28 .24 (.77) (.53) (.22) (.29)
5/3/93++ to 9/30/93....... 13.63 .11 .71 .82 (.17) 0.00
Income Builder Fund (h)
Class A
11/1/94 to 4/30/95+++..... $ 9.69 $ .28 $ .04 $ .32 $ (.25) $ 0.00
3/25/94++ to 10/31/94..... 10.00 .96 (1.02) (.06) (.05)(g) (.20)
Class B
11/1/94 to 4/30/95+++..... $ 9.68 $ .24 $ .06 $ .30 $ (.22) $ 0.00
3/25/94++ to 10/31/94..... 10.00 .88 (.98) (.10) (.06)(g) (.16)
Class C
11/1/94 to 4/30/95+++..... $ 9.66 $ .25 $ .04 $ .29 $ (.22) $ 0.00
Year ended 10/31/94....... 10.47 .50 (.85) (.35) (.11)(g) (.35)
Year ended 10/31/93....... 9.80 .52 .51 1.03 (.36) 0.00
Year ended 10/31/92....... 10.00 .55 (.28) .27 (.47) 0.00
10/25/91+ to 10/31/91..... 10.00 .01 0.00 .01 (.01) 0.00
Utility Income Fund
Class A
12/1/94 to 5/31/95+++..... $ 8.97 $ .20 (c) $ .67 $ .87 $ (.23) $ 0.00
Year ended 11/30/94....... 9.92 .42 (c) (.89) (.47) (.48) 0.00
10/18/93+ to 11/30/93..... 10.00 .02 (c) (.10) (.08) 0.00 0.00
Class B
12/1/94 to 5/31/95+++..... $ 8.96 $ .15 (c) $ .69 $ .84 $ (.20) $ 0.00
Year ended 11/30/94....... 9.91 .37 (c) (.91) (.54) (.41) 0.00
10/18/93+ to 11/30/93..... 10.00 .01 (c) (.10) (.09) 0.00 0.00
Class C
12/1/94 to 5/31/95+++..... $ 8.97 $ .13 (c) $ .71 $ .84 $ (.20) $ 0.00
Year ended 11/30/94....... 9.92 .39 (c) (.93) (.54) (.41) 0.00
10/27/93+ to 11/30/93..... 10.00 .01 (c) (.09) (.08) 0.00 0.00
</TABLE>
- --------------------------------------------------------------------------------
Please refer to the footnotes on page 16.
14
<PAGE>
<TABLE>
<CAPTION>
Total Net Assets Ratio Of Net
Total Net Asset Investment At End Of Ratio Of Investment
Dividends Value Return Based Period Expenses Income (Loss)
And End Of on Net Asset (000's To Average To Average Portfolio
Distributions Period Value (a) omitted) Net Assets Net Assets Turnover Rate
------------- --------- ------------ ---------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
$ (.26) $17.98 12.40% $ 10,952 1.40% (f) 2.07% 172%
0.00 16.26 (1.22) 9,640 1.40* (f) 1.63* 21
(1.41) 16.46 5.06 9,822 1.40 (f) 1.67 139
(1.07) 16.97 5.85 8,637 1.40 (f) 2.29 98
(.49) 17.06 20.96 6,843 1.40 (f) 1.92 103
(.03) 14.48 16.00 443 1.40* (f) 3.54* 137
$ (.16) $15.56 11.63% $ 37,301 2.10% (f) 1.38% 172%
0.00 14.10 (1.40) 43,578 2.10* (f) .92* 21
(1.31) 14.30 4.29 43,616 2.10 (f) .93 139
(1.35) 14.92 4.96 36,155 2.15 (f) 1.55 98
(1.37) 15.51 20.14 31,842 2.15 (f) 1.34 103
(.47) 13.96 16.73 22,552 2.10 (f) 3.23 137
(.67) 12.40 8.85 19,523 2.00 (f) 3.85 120
(1.07) 11.97 14.66 5,128 2.00 (f) 4.31 103
(.06) 11.45 15.10 2,344 2.00* (f) 2.44* 72
$ (.16) $15.57 11.62% $ 4,113 2.10% (f) 1.38% 172%
0.00 14.11 (1.40) 4,317 2.10* (f) .93* 21
(1.31) 14.31 .45 4,289 2.10* (f) .69* 139
$ (.38) $15.08 15.99% $122,033 1.32% 3.12% 179%
(.57) 13.38 (3.21) 157,637 1.27* 2.50* 116
(.43) 14.40 12.52 172,484 1.35 2.50 188
(.45) 13.20 8.14 143,883 1.40 3.26 204
(.40) 12.64 25.52 154,230 1.44 3.75 70
(2.03) 10.41 (13.12) 140,913 1.36 4.01 169
(1.00) 14.13 22.27 159,290 1.42 3.29 132
(3.19) 12.53 (1.10) 111,515 1.42 3.74 190
(.60) 16.33 15.80 129,786 1.17 4.14 136
(1.18) 14.64 35.01 78,900 .99 4.78 26
$ (.30) $14.88 15.07% $ 15,080 2.11% 2.30% 179%
(.51) 13.23 (3.80) 14,347 2.05* 1.73* 116
(.37) 14.27 11.65 12,789 2.13 1.72 188
(.39) 13.13 7.32 6,499 2.16 2.46 204
(.28) 12.61 8.96 1,830 2.13* 3.19* 70
$ (.30) $14.89 15.06% $ 5,108 2.09% 2.32% 179%
(.51) 13.24 (3.80) 6,254 2.03* 1.81* 116
(.17) 14.28 6.01 1,487 2.29* 1.47* 188
$ (.25) $ 9.76 3.48% $ 1,237 2.25%* 6.00%* 105%
(.25) 9.69 (.54) 600 2.52* 6.11* 126
$ (.22) $ 9.76 3.21% $ 2,876 2.93%* 5.30%* 105%
(.22) 9.68 (.99) 1,998 3.09* 5.07* 126
$ (.22) $ 9.73 3.11% $ 52,193 2.89%* 5.28%* 105%
(.46) 9.66 (3.44) 64,027 2.67 3.82 126
(.36) 10.47 10.65 106,034 2.32 6.85 101
(.47) 9.80 2.70 152,617 2.33 5.47 108
(.01) 10.00 .11 41,813 0.00* (f) .94* 0
$ (.23) $ 9.61 9.71% $ 2,510 1.50%*(f) 3.42*% 63%
(.48) 8.97 (4.86) 1,068 1.50 (f) 4.13 30
0.00 9.92 (.80) 229 1.50* (f) 2.35* 11
$ (.20) $ 9.60 9.31% $ 5,580 2.20%*(f) 2.74*% 63%
(.41) 8.96 (5.59) 2,353 2.20 (f) 3.53 30
0.00 9.91 (.90) 244 2.20* (f) 2.84* 11
$ (.20) $ 9.61 9.41 % $ 3,504 2.20%*(f) 2.83*% 63%
(.41) 8.97 (5.58) 2,651 2.20 (f) 3.60 30
0.00 9.92 (.80) 18 2.20* (f) 3.08* 11
</TABLE>
- --------------------------------------------------------------------------------
15
<PAGE>
<TABLE>
<CAPTION>
Net Net Net
Asset Realized and Increase
Value Unrealized (Decrease) In Dividends From Distributions
Beginning Of Net Investment Gain (Loss) On Net Asset Value Net Investment From Net
Fiscal Year or Period Period Income (Loss) Investments From Operations Income Realized Gains
--------------------- ------------ -------------- -------------- --------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Growth and Income Fund
Class A
11/1/94 to 4/30/95+++.... $ 2.35 $ .02 $ .13 $ .15 $ (.03) $ (.12)
Year ended 10/31/94...... 2.61 .06 (.08) (.02) (.06) (.18)
Year ended 10/31/93...... 2.48 .06 .29 .35 (.06) (.16)
Year ended 10/31/92...... 2.52 .06 .11 .17 (.06) (.15)
Year ended 10/31/91...... 2.28 .07 .56 .63 (.09) (.30)
Year ended 10/31/90...... 3.02 .09 (.30) (.21) (.10) (.43)
Year ended 10/31/89...... 3.05 .10 .43 .53 (.08) (.48)
Year ended 10/31/88...... 3.48 .10 .33 .43 (.08) (.78)
Year ended 10/31/87...... 3.52 .11 (.03) .08 (.12) 0.00
Year ended 10/31/86...... 3.01 .12 .92 1.04 (.13) (.40)
Year ended 10/31/85...... 2.93 .14 .42 .56 (.15) (.33)
Class B
11/1/94 to 4/30/95+++.... $ 2.34 $ .01 $ .13 $ .14 $ (.02) $ (.12)
Year ended 10/31/94...... 2.60 .04 (.08) (.04) (.04) (.18)
Year ended 10/31/93...... 2.47 .05 .28 .33 (.04) (.16)
Year ended 10/31/92...... 2.52 .04 .11 .15 (.05) (.15)
2/8/91++ to 10/31/91..... 2.40 .04 .12 .16 (.04) 0.00
Class C
11/1/94 to 4/30/95+++.... $ 2.34 $ .01 $ .13 $ .14 $ (.02) $ (.12)
Year ended 10/31/94...... 2.60 .04 (.08) (.04) (.04) (.18)
5/3/93++ to 10/31/93..... 2.43 .02 .17 .19 (.02) 0.00
</TABLE>
- --------------------------------------------------------------------------------
+ Commencement of operations.
++ Commencement of distribution.
+++ Unaudited.
* Annualized.
** Reflects a change in fiscal year end.
(a) Total investment return is calculated assuming an initial investment made at
the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at the net asset value during the period, and a
redemption on the last day of the period. Initial sales charge or contingent
deferred sales charge is not reflected in the calculation of total
investment return. Total investment returns calculated for periods of less
than one year are not annualized.
(b) Based on average shares outstanding.
(c) Net of fee waiver and/or expense reimbursement.
(d) Adjusted for a 200% stock dividend paid to shareholders of record on
January 15, 1988.
(e) Net of offering costs of ($.05).
(f) Net of expenses assumed and/or waived/reimbursed. If Growth Fund had borne
all expenses, the expense ratios would have been, with respect to Class A
shares, 8.79% (annualized) for 1991, 1.94% for 1992, 1.84% for 1993 and
1.46% for the fiscal period ended April 30, 1994; with respect to Class B
shares, 13.92% (annualized) for 1988, 7.03% for 1989, 3.62% for 1990, 3.06%
for 1991, 2.65% for 1992, 2.52% for 1993 and 2.13% for the fiscal period
ended April 30, 1994; and with respect to Class C shares, 2.13% (annualized)
for the fiscal period ended April 30, 1994. If Premier Growth Fund had borne
all expenses, the expense ratios would have been 3.33% (annualized) and
3.78% (annualized) for Class A and Class B shares, respectively; and net
investment income ratios would have been (.25)% (annualized) and (.75)%
(annualized) for Class A and Class B shares, respectively. If Counterpoint
Fund had borne all expenses, the expense ratios for Class A shares would
have been 1.77% (annualized), 1.60% and 1.73% for the periods ended in 1985,
1986 and 1987, respectively; and the investment income ratios for Class A
shares would have been 2.93% (annualized) for 1985, 2.83% for 1986 and 1.51%
for 1987. If Technology Fund had borne all expenses, the expense ratios
would have been 1.43%, 1.40%, 1.59% and 1.73% for the periods ended in 1985,
1986, 1987, and 1988, respectively; and the investment income ratios would
have been (.23)% for 1985, (.85)% for 1986, (.84)% for 1987, and (.46)% for
1988. If Quasar Fund had borne all expenses, the expense ratios would have
been 1.37% for 1987 and 1.64% for 1988; and the investment income ratios
would have been (.75)% for 1987 and (.75)% for 1988. If Global Small Cap
Fund had borne all expenses, the expense ratios would have been 1.33% for
1986, 1.61% for 1987 and 1.86% for 1988; and 2.61%, 3.27%, and 3.31% for
Class A, Class B and Class C shares, respectively, for the fiscal year ended
July 31, 1995 and the investment income ratios would have been .19% for
1986, (.63)% for 1987 and (.82)% for 1988. If Strategic Balanced Fund had
borne all expenses, the expense ratios would have been, with respect to
Class A shares, 11.59% (annualized) for 1991, 2.05% for 1992, 1.85% for
1993, 1.70% for the fiscal year ended April 30, 1994, 1.94% (annualized) for
the fiscal period ended July 31, 1994, and 1.81% for fiscal year ended July
31, 1995; with respect to Class B shares, 10.61% (annualized) for 1988,
7.82% for 1989, 3.59% for 1990, 2.93% for 1991, 2.70% for 1992, 2.56% for
1993, 2.42% for the fiscal year ended April 30, 1994, 2.64% (annualized) for
the fiscal period ended July 31, 1994 and 2.49% for fiscal year ended July
31, 1995; and with respect to Class C shares, 2.07% (annualized) for the
fiscal period ended April 30, 1994, 2.64% (annualized) for the fiscal period
ended July 31, 1994 and 2.50% for the fiscal year ended July 31, 1995. If
Income Builder Fund had borne all expenses, the expense ratio would have
been 1.99% (annualized). If Utility Income Fund had borne all expenses, the
expense ratios would have been 145.63% (annualized), 133.62% (annualized)
and 148.03% (annualized) for Class A, Class B and Class C shares,
respectively, for the fiscal period ended November 30, 1993, 13.72%, 14.42%
and 14.42% for Class A, Class B and Class C shares, respectively, for 1994,
and 6.70% (annualized), 7.41% (annualized), and 7.40% (annualized) for Class
A, Class B, and Class C shares respectively for the fiscal period ended
May 31, 1995.
(g) "Dividends from Net Investment Income" includes a return of capital. Income
Builder Fund had a return of capital with respect to Class A shares, for the
period ended October 31, 1994, of $(.01); with respect to Class B shares,
$(.01); and with respect to Class C shares, for the year ended October 31,
1994, $(.02).
(h) On March 25, 1994, all existing shares of Income Builder Fund, previously
known as Alliance Multi-Market Income and Growth Trust, were converted into
Class C shares.
(i) Prior to July 22, 1993, Equitable Capital Management Corporation ("Equitable
Capital") served as the investment adviser to the predecessor to The
Alliance Portfolios, of which Growth Fund and Strategic Balanced Fund are
series. On July 22, 1993, Alliance acquired the business and substantially
all assets of Equitable Capital and became investment adviser to the Funds.
(j) Includes $(.08) distribution from paid-in capital.
(k) "Distributions from Net Realized Gains" includes a return of capital. Global
Small Cap Fund had a return of capital with respect to Class A shares, for
the year ended July 31, 1995, of $(.12); with respect to Class B shares,
$(.12); and with respect to Class C shares, $(.12).
16
<PAGE>
<TABLE>
<CAPTION>
Total Net Assets Ratio Of Net
Total Net Asset Investment At End Of Ratio Of Investment
Dividends Value Return Based Period Expenses Income (Loss)
And End Of on Net Asset (000's To Average To Average Portfolio
Distributions Period Value (a) omitted) Net Assets Net Assets Turnover Rate
------------- --------- ------------ ---------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
$ (.15) $ 2.35 5.70 % $410,917 2.00%* 1.07%* 92%
(.24) 2.35 (.67) 414,386 1.03 2.36 68
(.22) 2.61 14.98 459,372 1.07 2.38 91
(.21) 2.48 7.23 417,018 1.09 2.63 104
(.39) 2.52 31.03 409,597 1.14 2.74 84
(.53) 2.28 (8.55) 314,670 1.09 3.40 76
(.56) 3.02 21.59 377,168 1.08 3.49 79
(.86) 3.05 16.45 350,510 1.09 3.09 66
(.12) 3.48 2.04 348,375 .86 2.77 60
(.53) 3.52 34.92 347,679 .81 3.31 11
(.48) 3.01 19.53 275,681 .95 3.78 15
$ (.14) $ 2.34 6.25 % $108,846 1.17%* 1.88%* 92%
(.22) 2.34 (1.50) 102,546 1.85 1.56 68
(.20) 2.60 14.22 76,633 1.90 1.58 91
(.20) 2.47 6.22 29,656 1.90 1.69 104
(.04) 2.52 6.83 10,221 1.99* 1.67* 84
$ (.14) $ 2.34 6.25 % $ 23,863 1.16%* 1.87%* 92%
(.22) 2.34 (1.50) 19,395 1.84 1.61 68
(.02) 2.60 7.85 7,774 1.96* 1.45* 91
</TABLE>
- --------------------------------------------------------------------------------
Please refer to the footnotes on page 16.
- --------------------------------------------------------------------------------
Glossary
- --------------------------------------------------------------------------------
The following terms are frequently used in this Prospectus.
Equity securities are (i) common stocks, partnership interests, business trust
shares and other equity or ownership interests in business enterprises, and (ii)
securities convertible into, and rights and warrants to subscribe for the
purchase of, such stocks, shares and interests.
Debt securities are bonds, debentures, notes, bills, repurchase agreements,
loans, other direct debt instruments and other fixed, floating and variable rate
debt obligations, but do not include convertible securities.
Fixed-income securities are debt securities and dividend-paying preferred stocks
and include floating rate and variable rate instruments.
Convertible securities are fixed-income securities that are convertible into
common stock.
U.S. Government securities are securities issued or guaranteed by the United
States Government, its agencies or instrumentalities.
Foreign government securities are securities issued or guaranteed, as to payment
of principal and interest, by governments, quasi-governmental entities,
governmental agencies or other governmental entities.
Asian company is an entity that (i) is organized under the laws of an Asian
country and conducts business in an Asian country, (ii) derives 50% or more of
its total revenues from business in Asian countries, or (iii) issues equity or
debt securities that are traded principally on a stock exchange in an Asian
country.
Asian countries are Australia, the Democratic Socialist Republic of Sri Lanka,
Hong Kong, the Islamic Republic of Pakistan, Japan, the Kingdom of Thailand,
Malaysia, Negara Brunei Darussalam (Brunei), New Zealand, the People's Republic
of China, the People's Republic of Kampuchea (Cambodia), the Republic of China
(Taiwan), the Republic of India, the Republic of Indonesia, the Republic of
Korea (South Korea), the Republic of the Philippines, the Republic of Singapore,
the Socialist Republic of Vietnam and the Union of Myanmar.
Moody's is Moody's Investors Service, Inc.
S&P is Standard & Poor's Ratings Services.
Duff & Phelps is Duff & Phelps Credit Rating Co.
Fitch is Fitch Investors Service, Inc.
Investment grade securities are fixed-income securities rated Baa and above by
Moody's or BBB and above by S&P, Duff & Phelps or Fitch, or determined by
Alliance to be of equivalent quality.
Lower-rated securities are fixed-income securities rated Ba or below by Moody's
or BB or below by S&P, Duff & Phelps or Fitch, or determined by Alliance to be
of equivalent quality, and are commonly referred to as "junk bonds."
Prime commercial paper is commercial paper rated Prime 1 by Moody's or A-1 or
higher by S&P or, if not rated, issued by companies that have an outstanding
debt issue rated Aa or higher by Moody's or AA or higher by S&P.
Qualifying bank deposits are certificates of deposit, bankers' acceptances and
interest-bearing savings deposits of banks having total assets of more than $1
billion and which are members of the Federal Deposit Insurance Corporation.
Rule 144A securities are securities that may be resold pursuant to Rule 144A
under the Securities Act of 1933, as amended (the "Securities Act").
Depositary receipts include American Depositary Receipts ("ADRs"), Global
Depositary Receipts ("GDRs") and other types of depositary receipts.
Commission is the Securities and Exchange Commission.
1940 Act is the Investment Company Act of 1940, as amended.
Code is the Internal Revenue Code of 1986, as amended.
17
<PAGE>
- --------------------------------------------------------------------------------
Description Of The Funds
- --------------------------------------------------------------------------------
Except as noted, (i) the Funds' investment objectives are "fundamental" and
cannot be changed without shareholder vote, and (ii) the Funds' investment
policies are not fundamental and thus can be changed without a shareholder vote.
No Fund will change a non-fundamental objective or policy without notifying its
shareholders. There is no guarantee that any Fund will achieve its investment
objective.
INVESTMENT OBJECTIVES AND POLICIES
Domestic Stock Funds
The Domestic Stock Funds have been designed to offer investors seeking capital
appreciation a range of alternative approaches to investing in the U.S. equity
markets.
The Alliance Fund
The Alliance Fund, Inc. ("Alliance Fund") is a diversified investment company
that seeks long-term growth of capital and income primarily through investment
in common stocks. The Fund normally invests substantially all of its assets in
common stocks that Alliance believes will appreciate in value, but it may invest
in other types of securities such as convertible securities, high-grade
instruments, U.S. Government securities and high-quality, short-term obligations
such as repurchase agreements, bankers' acceptances and domestic certificates of
deposit, and may invest without limit in foreign securities. While the
diversification and generally high quality of the Fund's investments cannot
prevent fluctuations in market values, they tend to limit investment risk and
contribute to achieving the Fund's objective. The Fund generally does not effect
portfolio transactions in order to realize short-term trading profits or
exercise control.
The Fund may also: (i) make secured loans of its portfolio securities equal
in value up to 25% of its total assets to brokers, dealers and financial
institutions; (ii) enter into repurchase agreements of up to one week in
duration with commercial banks, but only if those agreements together with
any restricted securities and any securities which do not have readily
available market quotations do not exceed 10% of its net assets; and (iii)
write exchange-traded covered call options with respect to up to 25% of its
total assets. For additional information on the use, risks and costs of these
policies and practices see "Additional Investment Practices."
Alliance Growth Fund
Alliance Growth Fund ("Growth Fund") is a diversified investment company that
seeks long-term growth of capital. Current income is only an incidental
consideration. The Fund seeks its objective by investing primarily in equity
securities of companies with favorable earnings outlooks and whose long-term
growth rates are expected to exceed that of the U.S. economy. The Fund's
investment objective is not fundamental.
The Fund may also invest up to 25% of its total assets in lower-rated
fixed-income and convertible securities. See "Risk Considerations--Securities
Ratings" and "--Investment in Lower-Rated Fixed-Income Securities." The Fund
generally will not invest in securities with ratings below Caa- by Moody's
and CCC- by S&P, Duff & Phelps or Fitch or in securities judged by Alliance
to be of comparable investment quality. However, from time to time, the Fund
may invest in securities rated in the lowest grades (i.e., C by Moody's or D
or equivalent by S&P, Duff & Phelps or Fitch), or securities Alliance judges
to be of comparable investment quality, if there are prospects for an upgrade
or a favorable conversion into equity securities. For the period ended
September 29, 1995, the Fund did not invest in any lower-rated securities. If
the credit rating of a security held by the Fund falls below its rating at
the time of purchase (or Alliance determines that the quality of such
security has so deteriorated), the Fund may continue to hold the security if
such investment is considered appropriate under the circumstances.
The Fund may also: (i) invest in "zero-coupon" bonds and "payment-in-kind"
bonds; (ii) invest in foreign securities, although the Fund will not
generally invest more than 15% of its total assets in foreign securities;
(iii) invest in securities that are not publicly traded, including Rule 144A
securities; (iv) buy or sell foreign currencies, options on foreign
currencies, foreign currency futures contracts (and related options) and deal
in forward foreign exchange contracts; (v) lend portfolio securities
amounting to not more than 25% of its total assets; (vi) enter into
repurchase agreements on up to 25% of its total assets and purchase and sell
securities on a forward commitment basis; (vii) buy and sell stock index
futures contracts and buy and sell options on those contracts and on stock
indices; (viii) purchase and sell futures contracts, options thereon and
options with respect to U.S. Treasury securities; (ix) write covered call and
put options on securities it owns or in which it may invest; and (x) purchase
and sell put and call options. For additional information on the use, risks
and costs of these policies and practices see "Additional Investment
Practices."
Alliance Premier Growth Fund
Alliance Premier Growth Fund, Inc. ("Premier Growth Fund") is a
non-diversified investment company that seeks long-term growth of capital by
investing predominantly in the equity securities of a limited number of
large, carefully selected, high-quality U.S. companies that are judged likely
to achieve superior earnings growth. Normally, about 40 companies will be
represented in the Fund's portfolio, with the 25 most highly regarded of
these companies usually constituting approximately 70% of the Fund's net
assets. The Fund is thus atypical from most equity mutual funds in its focus
on a relatively small number of intensively researched companies and is
designed for those seeking to accumulate capital over time with less
volatility than that associated with investment in smaller companies.
As a matter of fundamental policy, the Fund normally invests at least 85% of
its total assets in the equity securities of U.S. companies. These are
companies (i) organized under U.S. law that have their principal office in
the U.S., and (ii) the equity securities of which are traded principally in
the U.S.
Alliance's investment strategy for the Fund emphasizes stock selection and
investment in the securities of a limited number of issuers. Alliance relies
heavily upon the fundamental analysis and research of its large internal
research staff, which generally
18
<PAGE>
follows a primary research universe of more than 600 companies that have
strong management, superior industry positions, excellent balance sheets and
superior earnings growth prospects. An emphasis is placed on identifying
companies whose substantially above average prospective earnings growth is
not fully reflected in current market valuations.
In managing the Fund, Alliance seeks to utilize market volatility judiciously
(assuming no change in company fundamentals), striving to capitalize on
apparently unwarranted price fluctuations, both to purchase or increase
positions on weakness and to sell or reduce overpriced holdings. The Fund
normally remains nearly fully invested and does not take significant cash
positions for market timing purposes. During market declines, while adding to
positions in favored stocks, the Fund becomes somewhat more aggressive,
gradually reducing the number of companies represented in its portfolio.
Conversely, in rising markets, while reducing or eliminating fully valued
positions, the Fund becomes somewhat more conservative, gradually increasing
the number of companies represented in its portfolio. Alliance thus seeks to
gain positive returns in good markets while providing some measure of
protection in poor markets.
Alliance expects the average market capitalization of companies represented
in the Fund's portfolio normally to be in the range, or in excess, of the
average market capitalization of companies comprising the "S&P 500" (the
Standard & Poor's 500 Composite Stock Price Index, a widely recognized
unmanaged index of market activity).
The Fund may also: (i) invest up to 20% of its net assets in convertible
securities of companies whose common stocks are eligible for purchase by it;
(ii) invest up to 5% of its net assets in rights or warrants; (iii) invest up to
15% of its total assets in securities of foreign issuers whose common stocks are
eligible for purchase by it; (iv) purchase and sell exchange-traded index
options and stock index futures contracts; and (v) write covered exchange-traded
call options on common stocks, unless as a result, the amount of its securities
subject to call options would exceed 15% of its total assets, and purchase and
sell exchange-traded call and put options on common stocks written by others,
but the total cost of all options held by the Fund (including exchange-traded
index options) may not exceed 10% of its total assets. For additional
information on the use, risks and costs of these policies and practices see
"Additional Investment Practices." The Fund will not write put options.
Alliance Counterpoint Fund
Alliance Counterpoint Fund ("Counterpoint Fund") is a diversified investment
company that seeks long-term capital growth by investing principally in
price-depressed, undervalued or out-of-favor equity securities. Secondarily,
the Fund seeks current income. The Fund follows a flexible investment policy
which allows it to shift among equity alternatives depending on such factors
as relative growth rates, normalized price-earnings ratios and yields. It
selects securities based on fundamental business and financial factors (e.g.,
financial strength, book values, asset values, earnings and dividends) and
reasonable current valuations (weighing the factors against market prices)
and focuses on the relationship of a company's earning power and dividend
payout to the price of its stock. The Fund's investment strategy can be
characterized as unconventional or "contrarian" in that its holdings often
have relatively low normalized price-earnings ratios and, when purchased, are
often believed by Alliance to be overlooked or undervalued in the
marketplace. (A "normalized" price-earnings ratio is one that has been
adjusted to eliminate the effects of the economic cycle. Alliance may
conclude that a company's normalized price-earnings ratio is low in
comparison to either the company's price-earnings history or the
price-earnings ratios of comparable companies.)
Because it evaluates securities based on their long-term potential, the Fund is
best suited for investors who understand and can accept the risk that the
securities held by the Fund may not appreciate or yield significant income over
the shorter term. The Fund invests in companies experiencing poor operating
results, which may include companies whose earnings have been severely depressed
by unfavorable operating conditions or special competitive or product
obsolescence problems, if it believes that they will react positively to
changing economic conditions or will restructure or take other actions to
overcome adversity. The Fund invests in listed and unlisted securities, and will
invest in any company and industry and in any type of security that may help it
achieve its objectives. While its strategy normally emphasizes equity
securities, the Fund also invests in fixed-income securities when such
investments can provide capital growth, such as when interest rates decline, and
to generate income.
The Fund may also: (i) invest up to 5% of its total assets in warrants; (ii)
invest up to 15% of its total assets in foreign securities; (iii) invest in
restricted securities and in other assets having no ready market if as a
result no more than 5% of its net assets would be invested in such securities
and assets; (iv) write exchange-listed covered call options, unless as a
result the amount of its securities subject to call options would exceed 5%
of its total assets; (v) lend portfolio securities equal in value to not more
than 15% of its total assets; (vi) purchase and sell stock index futures
contracts; and (vii) enter into repurchase agreements on U.S. Government
securities with member banks of the Federal Reserve System or primary dealers
in such securities. For additional information on the use, risks and costs of
these policies and practices see "Additional Investment Practices."
Alliance Technology Fund
Alliance Technology Fund, Inc. ("Technology Fund") is a diversified
investment company that emphasizes growth of capital and invests for capital
appreciation, and only incidentally for current income. The Fund may seek
income by writing listed call options. The Fund invests primarily in
securities of companies expected to benefit from technological advances and
improvements (i.e., companies that use technology extensively in the
development of new or improved products or processes). The Fund will normally
have at least 80% of its assets invested in the securities of these
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companies. The Fund normally will have substantially all its assets invested
in equity securities, but it also invests in debt securities offering an
opportunity for price appreciation. The Fund will invest in listed and
unlisted securities and U.S. and foreign securities, but it will not purchase
a foreign security if as a result 10% or more of the Fund's total assets
would be invested in foreign securities.
The Fund's policy is to invest in any company and industry and in any type of
security with potential for capital appreciation. It invests in well-known
and established companies and in new and unseasoned companies.
The Fund may also: (i) write and purchase exchange-listed call options and
purchase listed put options, including exchange-traded index put options;
(ii) invest up to 10% of its total assets in warrants; (iii) invest in
restricted securities and in other assets having no ready market if as a
result no more than 10% of the Fund's net assets are invested in such
securities and assets; (iv) lend portfolio securities equal in value to not
more than 30% of the Fund's total assets; and (v) invest up to 10% of its
total assets in foreign securities. For additional information on the use,
risks and costs of the policies and practices see "Additional Investment
Practices."
Alliance Quasar Fund
Alliance Quasar Fund, Inc. ("Quasar Fund") is a diversified investment
company that seeks growth of capital by pursuing aggressive investment
policies. It invests for capital appreciation and only incidentally for
current income. The selection of securities based on the possibility of
appreciation cannot prevent loss in value. Moreover, because the Fund's
investment policies are aggressive, an investment in the Fund is risky and
investors who want assured income or preservation of capital should not
invest in the Fund.
The Fund invests in any company and industry and in any type of security with
potential for capital appreciation. It invests in well-known and established
companies and in new and unseasoned companies. When selecting securities,
Alliance considers the economic and political outlook, the values of specific
securities relative to other investments, trends in the determinants of
corporate profits and management capability and practices.
The Fund invests principally in equity securities, but it also invests to a
limited degree in non-convertible bonds and preferred stocks. The Fund
invests in listed and unlisted U.S. and foreign securities. The Fund
periodically invests in special situations, which occur when the securities
of a company are expected to appreciate due to a development particularly or
uniquely applicable to that company and regardless of general business
conditions or movements of the market as a whole.
The Fund may also: (i) invest in restricted securities and in other assets
having no ready market, but not more than 10% of its total assets may be
invested in such securities or assets; (ii) make short sales of securities
"against the box," but not more than 15% of its net assets may be deposited
on short sales; and (iii) write call options and purchase and sell put and
call options written by others. For additional information on the use, risks
and costs of these policies and practices see "Additional Investment
Practices."
Global Stock Funds
The Global Stock Funds have been designed to enable investors to participate
in the potential for long-term capital appreciation available from investment
in foreign securities.
Alliance International Fund
Alliance International Fund ("International Fund") is a diversified investment
company that seeks a total return on its assets from long-term growth of capital
and from income primarily through a broad portfolio of marketable securities of
established non-U.S. companies, companies participating in foreign economies
with prospects for growth, including U.S. companies having their principal
activities and interests outside the U.S. and foreign government securities.
Normally, more than 80% of the Fund's assets will be invested in such issuers.
The Fund expects to invest primarily in common stocks of established non-U.S.
companies that Alliance believes have potential for capital appreciation or
income or both, but the Fund is not required to invest exclusively in common
stocks or other equity securities, and it may invest in any other type of
investment grade security, including convertible securities, warrants, or
obligations of the U.S. or foreign governments and their political
subdivisions.
The Fund intends to diversify its investments broadly among countries and
normally invests in at least three foreign countries, although it may invest
a substantial portion of its assets in one or more of such countries. At July
31, 1995, approximately 36% of the Fund's assets were invested in securities
of Japanese issuers. The Fund may invest in companies, wherever organized,
that Alliance judges have their principal activities and interests outside
the U.S. These companies may be located in developing countries, which
involves exposure to economic structures that are generally less diverse and
mature, and to political systems which can be expected to have less
stability, than those of developed countries. The Fund currently does not
intend to invest more than 10% of its total assets in companies in, or
governments of, developing countries.
The Fund may also: (i) purchase or sell forward foreign currency exchange
contracts; (ii) write, sell and purchase U.S. or foreign exchange-listed put
and call options, including exchange-traded index options; (iii) enter into
financial futures contracts, including contracts for the purchase or sale for
future delivery of foreign currencies and stock index futures, and purchase
and write put and call options on futures contracts traded on U.S. or foreign
exchanges or over-the-counter; (iv) purchase and write put options on foreign
currencies traded on securities exchanges or boards of trade or
over-the-counter; (v) lend portfolio securities equal in value to not more
than 30% of its total assets; and (vi) enter into repurchase agreements of up
to seven days' duration,
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provided that more than 10% of the Fund's total assets would be so invested.
For additional information on the use, risks and costs of these policies and
practices see "Additional Investment Practices."
Alliance Worldwide Privatization Fund
Alliance Worldwide Privatization Fund, Inc. ("Worldwide Privatization Fund")
is a non-diversified investment company that seeks long-term capital
appreciation. As a fundamental policy, the Fund invests at least 65% of its
total assets in equity securities issued by enterprises that are undergoing,
or have undergone, privatization (as described below), although normally
significantly more of its assets will be invested in such securities. The
balance of its investments will include securities of companies believed by
Alliance to be beneficiaries of privatizations. The Fund is designed for
investors desiring to take advantage of investment opportunities,
historically inaccessible to U.S. individual investors, that are created by
privatizations of state enterprises in both established and developing
economies, including those in Western Europe and Scandinavia, Australia, New
Zealand, Latin America, Asia and Eastern and Central Europe and, to a lesser
degree, Canada and the United States.
The Fund's investments in enterprises undergoing privatization may comprise
three distinct situations. First, the Fund may invest in the initial offering
of publicly traded equity securities (an "initial equity offering") of a
government- or state-owned or controlled company or enterprise (a "state
enterprise"). Secondly, the Fund may purchase securities of a current or
former state enterprise following its initial equity offering. Finally, the
Fund may make privately negotiated purchases of stock or other equity
interests in a state enterprise that has not yet conducted an initial equity
offering. Alliance believes that substantial potential for capital
appreciation exists as privatizing enterprises rationalize their management
structures, operations and business strategies in order to compete
efficiently in a market economy, and the Fund will thus emphasize investments
in such enterprises.
The Fund diversifies its investments among a number of countries and normally
invests in issuers based in at least four, and usually considerably more,
countries. No more than 15% of the Fund's total assets, however, will be
invested in issuers in any one foreign country, except that the Fund may
invest up to 30% of its total assets in issuers in any one of France,
Germany, Great Britain, Italy and Japan. The Fund may invest all of its
assets within a single region of the world. To the extent that the Fund's
assets are invested within any one region, the Fund may be subject to any
special risks that may be associated with that region.
Privatization is a process through which the ownership and control of
companies or assets changes in whole or in part from the public sector to the
private sector. Through privatization a government or state divests or
transfers all or a portion of its interest in a state enterprise to some form
of private ownership. Governments and states with established economies,
including France, Great Britain, Germany and Italy, and those with developing
economies, including Argentina, Mexico, Chile, Indonesia, Malaysia, Poland
and Hungary, are engaged in privatizations. Although the Fund will invest in
any country believed to present attractive investment opportunities,
currently approximately 70% of the Fund's total assets are invested in
countries with established economies.
A major premise of the Fund's approach is that the equity securities of
privatized companies offer opportunities for significant capital
appreciation. In particular, because privatizations are integral to a
country's economic restructuring, securities sold in initial equity offerings
often are priced attractively so as to secure the issuer's successful
transition to private sector ownership. Additionally, these enterprises often
dominate their local markets and typically have the potential for significant
managerial and operational efficiency gains.
Although the Fund anticipates that it will not concentrate its investments in
any industry, it is permitted to invest more than 25% of its total assets in
issuers whose primary business activity is that of national commercial
banking. Prior to so concentrating, however, the Fund's Directors must
determine that its ability to achieve its investment objective would be
adversely affected if it were not permitted to concentrate. The staff of the
Commission is of the view that registered investment companies may not,
absent shareholder approval, change between concentration and
non-concentration in a single industry. The Fund disagrees with the staff's
position but has undertaken that it will not concentrate in the securities of
national commercial banks until, if ever, the issue is resolved. If the Fund
were to invest more than 25% of its total assets in national commercial
banks, the Fund's performance could be significantly influenced by events or
conditions affecting this industry, which is subject to, among other things,
increases in interest rates and deteriorations in general economic
conditions, and the Fund's investments may be subject to greater risk and
market fluctuation than if its portfolio represented a broader range of
investments.
The Fund may invest up to 35% of its total assets in debt securities and
convertible debt securities of issuers whose common stocks are eligible for
purchase by the Fund. The Fund may maintain not more than 5% of its net
assets in lower-rated securities. See "Risk Considerations--Securities
Ratings" and "--Investment in Lower-Rated Fixed-Income Securities." The Fund
will not retain a non-convertible security that is downgraded below C or
determined by Alliance to have undergone similar credit quality deterioration
following purchase.
The Fund may also: (i) invest up to 20% of its total assets in rights or
warrants; (ii) write covered put and call options and purchase put and call
options on securities of the types in which it is permitted to invest and on
exchange-traded index options; (iii) enter into contracts for the purchase or
sale for future delivery of fixed-income securities or foreign currencies, or
contracts based on financial indices, including any index of U.S. Government
securities, foreign government securities, or common stock and may purchase
and write options on future contracts; (iv) purchase and write put and call
options on
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foreign currencies for hedging purposes; (v) purchase or sell forward
contracts; (vi) enter in forward commitments for the purchase or sale of
securities; (vii) enter into standby commitment agreements; (viii) enter into
currency swaps for hedging purposes; (ix) enter into repurchase agreements
pertaining to U.S. Government securities with member banks of the Federal
Reserve System or primary dealers in such securities; (x) make short sales of
securities or maintain a short position; and (xi) make secured loans of its
portfolio securities not in excess of 30% of its total assets to entities
with which it can enter into repurchase agreements. For additional
information on the use, risks and costs of these policies and practices see
"Additional Investment Practices".
Alliance New Europe Fund
Alliance New Europe Fund, Inc. ("New Europe Fund") is a non-diversified
investment company that seeks long-term capital appreciation through
investment primarily in the equity securities of companies based in Europe.
The Fund intends to invest substantially all of its assets in the equity
securities of European companies and has a fundamental policy of normally
investing at least 65% of its total assets in such securities. Up to 35% of
its total assets may be invested in high-quality U.S. dollar or foreign
currency denominated fixed-income securities issued or guaranteed by European
governmental entities, or by European or multinational companies or
supranational organizations.
Alliance believes that the quickening pace of economic integration and
political change in Europe creates the potential for many European companies
to experience rapid growth and that the emergence of new market economies in
Europe and the broadening and strengthening of other European economies may
significantly accelerate economic development. The Fund will invest in
companies that Alliance believes possess rapid growth potential. Thus, the
Fund will emphasize investments in smaller, emerging companies, but will also
invest in larger, established companies in such growing economic sectors as
capital goods, telecommunications, pollution control and consumer services.
The Fund will emphasize investment in companies believed to be the likely
beneficiaries of a program, originally known as the "1992 Program," to remove
substantially all barriers to the free movement of goods, persons, services
and capital within the European Community. Alliance believes that the
beneficial effects of this program upon economies, sectors and companies may
be most pronounced in the decade following 1992. The European Community is a
Western European economic cooperative organization consisting of Belgium,
Denmark, France, Germany, Greece, Ireland, Italy, Luxembourg, the
Netherlands, Portugal, Spain and the United Kingdom.
In recent years, economic ties between the former "east bloc" countries of
Eastern Europe and certain other European countries have been strengthened.
Alliance believes that as this strengthening continues, some Western European
financial institutions and other companies will have special opportunities to
facilitate East-West transactions. The Fund will seek investment
opportunities among such companies and, as such become available, within the
former "east bloc," although the Fund will not invest more than 20% of its
total assets in issuers based therein, or more than 10% of its total assets
in issuers based in any one such country.
The Fund diversifies its investments among a number of European countries and,
under normal circumstances, will invest in companies based in at least three
such countries. Subject to the foregoing and to the limitation on investment in
any one former "east bloc" country, the Fund may invest without limit in a
single European country. While the Fund does not intend to concentrate its
investments in a single country, at times 25% or more of its assets may be
invested in issuers located in a single country. During such times, the Fund
would be subject to a correspondingly greater risk of loss due to adverse
political or regulatory developments, or an economic downturn, within that
country. At July 31, 1995, approximately 30% of the Fund's assets were invested
in securities of issuers in the United Kingdom.
The Fund may also: (i) invest up to 10% of its total assets in securities for
which there is no ready market; (ii) invest up to 20% of its total assets in
warrants and rights to purchase equity securities of European companies;
(iii) invest in depositary receipts or other securities convertible into
securities of companies based in European countries, debt securities of
supranational entities denominated in the currency of any European country,
debt securities denominated in European Currency Units of an issuer in a
European country (including supranational issuers) and "semi-governmental
securities"; (iv) purchase and sell forward contracts; (v) write, sell and
purchase exchange-traded put and call options, including exchange-traded
index options; (vi) enter into financial futures contracts, including
contracts for the purchase or sale for future delivery of foreign currencies
and futures contracts based on stock indices, and purchase and write options
on futures contracts; (vii) purchase and write put options on foreign
currencies traded on securities exchanges or boards of trade or
over-the-counter; (viii) make secured loans of portfolio securities not in
excess of 30% of its total assets to brokers, dealers and financial
institutions; (ix) enter into forward commitments for the purchase or sale of
securities; and (x) enter into standby commitment agreements. For additional
information on the use, risks and costs of these policies and practices see
"Additional Investment Practices."
Alliance All-Asia Investment Fund
Alliance All-Asia Investment Fund, Inc. ("All-Asia Fund") is a
non-diversified investment company whose investment objective is to seek
long-term capital appreciation. In seeking to achieve its investment
objective, the Fund will invest at least 65% of its total assets in equity
securities (for the purposes of this investment policy, rights, warrants and
options to purchase common stocks are not deemed to be equity securities),
preferred stocks and equity-linked debt securities issued by Asian companies.
The Fund may invest up to 35% of its total assets in debt securities issued
or guaranteed by Asian companies or by Asian governments, their
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agencies or instrumentalities. The Fund may also invest in securities issued
by non-Asian issuers, provided that the Fund will invest at least 80% of its
total assets in securities issued by Asian companies and the Asian debt
securities referred to above. The Fund expects to invest, from time to time,
a significant portion, but less than 50%, of its assets in equity securities
of Japanese companies.
In the past decade, Asian countries generally have experienced a high level
of real economic growth due to political and economic changes, including
foreign investment and reduced government intervention in the economy.
Alliance believes that certain conditions exist in Asian countries which
create the potential for continued rapid economic growth. These conditions
include favorable demographics and competitive wage rates, increasing levels
of foreign direct investment, rising per capita incomes and consumer demand,
a high savings rate and numerous privatization programs. Asian countries are
also becoming more industrialized and are increasing their intra-Asian
exports while reducing their dependence on Western export demand. Alliance
believes that these conditions are important to the long-term economic growth
of Asian countries.
As the economies of many Asian countries move through the "emerging market"
stage, thus increasing the supply of goods, services and capital available to
less developed Asian markets and helping to spur economic growth in those
markets, the potential is created for many Asian companies to experience
rapid growth. In addition, many Asian companies the securities of which are
listed on exchanges in more developed Asian countries will be participants in
the rapid economic growth of the lesser developed countries. These companies
generally offer the advantages of more experienced management and more
developed market regulation.
As their economies have grown, the securities markets in Asian countries have
also expanded. New exchanges have been created and the number of listed
companies, annual trading volume and overall market capitalization have
increased significantly. Additionally, new markets continue to open to
foreign investments. For example, South Korea and India have recently relaxed
investment restrictions and Vietnamese direct investments have recently
become available to U.S. investors. The Fund also offers investors the
opportunity to access relatively restricted markets. Alliance believes that
investment opportunities in Asian countries will continue to expand.
The Fund will invest in companies believed to possess rapid growth potential.
Thus, the Fund will invest in smaller, emerging companies, but will also
invest in larger, more established companies in such growing economic sectors
as capital goods, telecommunications and consumer services.
The Fund will invest in investment grade debt securities, except that the
Fund may maintain not more than 5% of its net assets in lower-rated
securities and lower-rated loans and other lower-rated direct debt
instruments. See "Risk Considerations--Securities Ratings", "--Investment in
Lower-Rated Fixed-Income Securities" and Appendix C in the Fund's Statement
of Additional Information for a description of such ratings. The Fund will
not retain a security that is downgraded below C or determined by Alliance to
have undergone similar credit quality deterioration following purchase.
The Fund may also: (i) invest up to 25% of its net assets in the convertible
securities of companies whose common stocks are eligible for purchase by the
Fund; (ii) invest up to 20% of its net assets in rights or warrants; (iii)
invest in depositary receipts, instruments of supranational entities denominated
in the currency of any country, securities of multinational companies and "semi-
governmental securities;" (iv) invest up to 25% of its net assets in equity-
linked debt securities with the objective of realizing capital appreciation; (v)
invest up to 25% of its net assets in loans and other direct debt instruments;
(vi) write covered put and call options on securities of the types in which it
is permitted to invest and on exchange-traded index options; (vii) enter into
contracts for the purchase or sale for future delivery of fixed-income
securities or foreign currencies, or contracts based on financial indices,
including any index of U.S. Government securities, securities issued by foreign
government entities, or common stock and may purchase and write options on
future contracts; (viii) purchase and write put and call options on foreign
currencies for hedging purposes; (ix) purchase or sell forward contracts; (x)
enter into interest rate swaps and purchase or sell interest rate caps and
floors; (xi) enter into forward commitments for the purchase or sale of
securities; (xii) enter into standby commitment agreements; (xiii) enter into
currency swaps for hedging purposes; (xiv) enter into repurchase agreements
pertaining to U.S. Government securities with member banks of the Federal
Reserve System or primary dealers in such securities; (xv) make short sales of
securities or maintain a short position, in each case only if "against the box;"
and (xvi) make secured loans of its portfolio securities not in excess of 30% of
its total assets to entities with which it can enter into repurchase agreements.
For additional information on the use, risks and costs of these policies and
practices see "Additional Investment Practices".
Alliance Global Small Cap Fund
Alliance Global Small Cap Fund, Inc. ("Global Small Cap Fund") is a
diversified investment company that seeks long-term growth of capital through
investment in a global portfolio of the equity securities of selected
companies with relatively small market capitalization. The Fund's portfolio
emphasizes companies with market capitalizations that would have placed them
(when purchased) in about the smallest 20% by market capitalization of
actively traded U.S. companies, or market capitalizations of up to about $1
billion. Because the Fund applies the U.S. size standard on a global basis,
its foreign investments might rank above the lowest 20%, and, in fact, might
in some countries rank among the largest, by market capitalization in local
markets. Normally, the Fund invests at least 65% of its assets in equity
securities of these smaller capitalization issuers, and these issuers are
located in at least three countries, one of which may be the U.S. Up to 35%
of the Fund's total assets may be invested in securities of
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companies whose market capitalizations exceed the Fund's size standard. The
Fund's portfolio securities may be listed on a U.S. or foreign exchange or
traded over-the-counter.
Alliance believes that smaller capitalization issuers often have sales and
earnings growth rates exceeding those of larger companies, and that these
growth rates tend to cause more rapid share price appreciation. Investing in
smaller capitalization stocks, however, involves greater risk than is
associated with larger, more established companies. For example, smaller
capitalization companies often have limited product lines, markets, or
financial resources. They may be dependent for management on one or a few key
persons, and can be more susceptible to losses and risks of bankruptcy. Their
securities may be thinly traded (and therefore have to be sold at a discount
from current market prices or sold in small lots over an extended period of
time), may be followed by fewer investment research analysts and may be
subject to wider price swings and thus may create a greater chance of loss
than when investing in securities of larger capitalization companies.
Transaction costs in small capitalization stocks may be higher than in those
of larger capitalization companies.
The Fund may also: (i) invest up to 10% of its total assets in securities for
which there is no ready market; (ii) invest up to 20% of its total assets in
warrants to purchase equity securities; (iii) invest in depositary receipts
or other securities representing securities of companies based in countries
other than the U.S.; (iv) purchase or sell forward foreign currency
contracts; (v) write and purchase exchange-traded call options and purchase
exchange-traded put options, including put options on market indices; and
(vi) make secured loans of portfolio securities not in excess of 30% of its
total assets to brokers, dealers and financial institutions. For additional
information on the use, risks and costs of these policies and practices see
"Additional Investment Practices."
Total Return Funds
The Total Return Funds have been designed to provide a range of investment
alternatives to investors seeking both growth of capital and current income.
Alliance Strategic Balanced Fund
Alliance Strategic Balanced Fund ("Strategic Balanced Fund") is a diversified
investment company that seeks a high long-term total return by investing in a
combination of equity and debt securities. The portion of the Fund's assets
invested in each type of security varies in accordance with economic
conditions, the general level of common stock prices, interest rates and
other relevant considerations, including the risks associated with each
investment medium. The Fund's investment objective is not fundamental.
The Fund's equity securities will generally consist of dividend-paying common
stocks and other equity securities of companies with favorable earnings outlooks
and long-term growth rates that Alliance expects will exceed that of the U.S.
economy. The Fund's debt securities may include U.S. Government securities and
securities issued by private corporations. The Fund may also invest in mortgage-
backed securities, adjustable rate securities, asset-backed securities and so-
called "zero-coupon" bonds and "payment-in-kind" bonds.
As a fundamental policy, the Fund will invest at least 25% of its total
assets in fixed-income securities, which for this purpose include debt
securities, preferred stocks and that portion of the value of convertible
securities that is attributable to the fixed-income characteristics of those
securities.
The Fund's debt securities will generally be of investment grade. See "Risk
Considerations--Securities Ratings" and "--Investment in Lower-Rated
Fixed-Income Securities." In the event that the rating of any debt securities
held by the Fund falls below investment grade, the Fund will not be
obligated to dispose of such obligations and may continue to hold them if
considered appropriate under the circumstances.
The Fund may also: (i) invest in foreign securities, although the Fund will
not generally invest more than 15% of its total assets in foreign securities;
(ii) invest, without regard to this 15% limit, in Eurodollar CDs, which are
dollar-denominated certificates of deposit issued by foreign branches of U.S.
banks that are not insured by any agency or instrumentality of the U.S.
Government; (iii) write covered call and put options on securities it owns or
in which it may invest; (iv) buy and sell put and call options and buy and
sell combinations of put and call options on the same underlying securities;
(v) lend portfolio securities amounting to not more than 25% of its total
assets; (vi) enter into repurchase agreements on up to 25% of its total
assets; (vii) purchase and sell securities on a forward commitment basis;
(viii) buy or sell foreign currencies, options on foreign currencies, foreign
currency futures contracts (and related options) and deal in forward foreign
exchange contracts; (ix) buy and sell stock index futures contracts and buy
and sell options on those contracts and on stock indices; (x) purchase and
sell futures contracts, options thereon and options with respect to U.S.
Treasury securities; and (xi) invest in securities that are not publicly
traded, including Rule 144A securities. For additional information on the
use, risks and costs of these policies and practices see "Additional
Investment Practices."
Alliance Balanced Shares
Alliance Balanced Shares, Inc. ("Balanced Shares") is a diversified
investment company that seeks a high return through a combination of current
income and capital appreciation. Although the Fund's investment objective is
not fundamental, the Fund is a "balanced fund" as a matter of fundamental
policy. The Fund will not purchase a security if as a result less than 25% of
its total assets will be in fixed-income senior securities (including short-
and long-term debt securities, preferred stocks, and convertible debt
securities and convertible preferred stocks to the extent that their values
are attributable to their fixed-income characteristics). Subject to these
restrictions, the percentage of the Fund's assets invested in each type of
security will vary. The Fund's assets are invested in U.S. Government
securities,
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bonds, senior debt securities and preferred and common stocks in such
proportions and of such type as are deemed best adapted to the current
economic and market outlooks. The Fund may invest up to 15% of the value of
its total assets in foreign equity and fixed-income securities eligible for
purchase by the Fund under its investment policies described above. See
"Risk Considerations--Foreign Investment."
The Fund may also: (i) enter into contracts for the purchase or sale for
future delivery of foreign currencies; and (ii) purchase and write put and
call options on foreign currencies and enter into forward foreign currency
exchange contracts for hedging purposes. Subject to market conditions, the
Fund may also seek to realize income by writing covered call options listed
on a domestic exchange. For additional information on the use, risks and
costs of these policies and practices see "Additional Investment Practices."
Alliance Income Builder Fund
Alliance Income Builder Fund, Inc. ("Income Builder Fund") is a
non-diversified investment company that seeks an attractive level of current
income and long-term growth of income and capital by investing principally in
fixed-income securities and dividend-paying common stocks. Its investments in
equity securities emphasize common stocks of companies with a historical or
projected pattern of paying rising dividends. Normally, at least 65% of the
Fund's total assets are invested in income-producing securities. The Fund may
vary the percentage of assets invested in any one type of security based upon
Alliance's evaluation as to the appropriate portfolio structure for achieving
the Fund's investment objective, although Alliance currently maintains
approximately 60% of the Fund's net assets in fixed-income securities and 40%
in equity securities.
The Fund may invest in fixed-income securities of domestic and foreign
issuers, including U.S. Government securities and repurchase agreements
pertaining thereto, corporate fixed-income securities of U.S. issuers,
qualifying bank deposits and prime commercial paper.
The Fund may maintain up to 35% of its net assets in lower-rated securities.
See "Risk Considerations--Securities Ratings" and "--Investment in
Lower-Rated Fixed-Income Securities." The Fund will not retain a
non-convertible security that is downgraded below CCC or determined by
Alliance to have undergone similar credit quality deterioration following
purchase.
Foreign securities in which the Fund invests may include fixed-income
securities of foreign corporate and governmental issuers, denominated in U.S.
Dollars, and equity securities of foreign corporate issuers, denominated in
foreign currencies or in U.S. Dollars. The Fund will not invest more than 10%
of its net assets in equity securities of foreign issuers nor more than 15%
of its total assets in issuers of any one foreign country. See "Risk
Considerations--Foreign Investment."
The Fund may also: (i) invest up to 5% of its net assets in rights or warrants;
(ii) invest in depositary receipts and U.S. Dollar denominated securities issued
by supranational entities: (iii) write covered put and call options and purchase
put and call options on securities of the types in which it is permitted to
invest that are exchange-traded; (iv) purchase and sell exchange-traded options
on any securities index composed of the types of securities in which it may
invest; (v) enter into contracts for the purchase or sale for future delivery of
fixed-income securities or foreign currencies, or contracts based on financial
indices, including any index of U.S. Government securities, foreign government
securities, corporate fixed income securities, or common stock, and purchase and
write options on future contracts; (vi) purchase and write put and call options
on foreign currencies and enter into forward contracts for hedging purposes;
(vii) enter into interest rate swaps and purchase or sell interest rate caps and
floors; (viii) enter into forward commitments for the purchase or sale of
securities; (ix) enter into standby commitment agreements; (x) enter into
repurchase agreements pertaining to U.S. Government securities with member banks
of the Federal Reserve System or primary dealers in such securities; (xi) make
short sales of securities or maintain a short position as described below under
"Additional Investment Policies and Practices--Short Sales;" and (xii) make
secured loans of its portfolio securities not in excess of 20% of its total
assets to brokers, dealers and financial institutions. For additional
information on the use, risks and costs of these policies and practices see
"Additional Investment Practices."
Alliance Utility Income Fund
Alliance Utility Income Fund, Inc. ("Utility Income Fund") is a diversified
investment company that seeks current income and capital appreciation by
investing primarily in equity and fixed-income securities of companies in the
utilities industry. The Fund may invest in securities of both U.S. and
foreign issuers, although no more than 15% of the Fund's total assets will be
invested in issuers in any one foreign country. The utilities industry
consists of companies engaged in (i) the manufacture, production, generation,
provision, transmission, sale and distribution of gas and electric energy,
and communications equipment and services, including telephone, telegraph,
satellite, microwave and other companies providing communication facilities
for the public, or (ii) the provision of other utility or utility-related
goods and services, including, but not limited to, entities engaged in water
provision, cogeneration, waste disposal system provision, solid waste
electric generation, independent power producers and non-utility generators.
The Fund is designed to take advantage of the characteristics and historical
performance of securities of utility companies, many of which pay regular
dividends and increase their common stock dividends over time. As a
fundamental policy, the Fund normally invests at least 65% of its total
assets in securities of companies in the utilities industry. The Fund
considers a company to be in the utilities industry if, during the most
recent twelve-month period, at
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least 50% of the company's gross revenues, on a consolidated basis, were
derived from its utilities activities.
At least 65% of the Fund's total assets are invested in income-producing
securities, but there is otherwise no limit on the allocation of the Fund's
investments between equity securities and fixed-income securities. The Fund
may maintain up to 35% of its net assets in lower-rated securities. See "Risk
Considerations--Securities Ratings" and "--Investment in Lower-Rated
Fixed-Income Securities." The Fund will not retain a security that is
downgraded below B or determined by Alliance to have undergone similar credit
quality deterioration following purchase.
The United States utilities industry has experienced significant changes in
recent years. Electric utility companies in general have been favorably
affected by lower fuel costs, the full or near completion of major
construction programs and lower financing costs. In addition, many utility
companies have generated cash flows in excess of current operating expenses
and construction expenditures, permitting some degree of diversification into
unregulated businesses. Regulatory changes with respect to nuclear and
conventionally fueled generating facilities, however, could increase costs or
impair the ability of such electric utilities to operate such facilities,
thus reducing their ability to service dividend payments with respect to the
securities they issue. Furthermore, rates of return of utility companies
generally are subject to review and limitation by state public utilities
commissions and tend to fluctuate with marginal financing costs. Rate
changes, however, ordinarily lag behind the changes in financing costs, and
thus can favorably or unfavorably affect the earnings or dividend pay-outs on
utilities stocks depending upon whether such rates and costs are declining or
rising.
Gas transmission companies, gas distribution companies and telecommunications
companies are also undergoing significant changes. Gas utilities have been
adversely affected by declines in the prices of alternative fuels, and have
also been affected by oversupply conditions and competition. Telephone
utilities are still experiencing the effects of the break-up of American
Telephone & Telegraph Company, including increased competition and rapidly
developing technologies with which traditional telephone companies now
compete. Although there can be no assurance that increased competition and
other structural changes will not adversely affect the profitability of such
utilities, or that other negative factors will not develop in the future, in
Alliance's opinion, increased competition and change may provide better
positioned utility companies with opportunities for enhanced profitability.
Utility companies historically have been subject to the risks of increases in
fuel and other operating costs, high interest costs, costs associated with
compliance with environmental and nuclear safety regulations, service
interruptions, economic slowdowns, surplus capacity, competition and
regulatory changes. There can also be no assurance that regulatory policies
or accounting standards changes will not negatively affect utility companies'
earnings or dividends. Utility companies are subject to regulation by various
authorities and may be affected by the imposition of special tariffs and
changes in tax laws. To the extent that rates are established or reviewed by
governmental authorities, utility companies are subject to the risk that such
authorities will not authorize increased rates. Because of the Fund's policy
of concentrating its investments in utility companies, the Fund is more
susceptible than most other mutual funds to economic, political or regulatory
occurrences affecting the utilities industry.
Foreign utility companies, like those in the U.S., are generally subject to
regulation, although such regulations may or may not be comparable to domestic
regulations. Foreign utility companies in certain countries may be more heavily
regulated by their respective governments than utility companies located in the
U.S. and, as in the U.S., generally are required to seek government approval for
rate increases. In addition, because many foreign utility companies use fuels
that cause more pollution than those used in the U.S., such utilities may yet be
required to invest in pollution control equipment. Foreign utility regulatory
systems vary from country to country and may evolve in ways different from
regulation in the U.S. The percentage of the Fund's assets invested in issuers
of particular countries will vary. See "Risk Considerations--Foreign
Investments."
The Fund may invest up to 35% of its total assets in equity and fixed-income
securities of domestic and foreign corporate and governmental issuers other
than utility companies, including U.S. Government securities and repurchase
agreements pertaining thereto, foreign government securities, corporate
fixed-income securities of domestic issuers, corporate fixed-income
securities of foreign issuers denominated in foreign currencies or in U.S.
dollars (in each case including fixed-income securities of an issuer in one
country denominated in the currency of another country), qualifying bank
deposits and prime commercial paper.
The Fund may also: (i) invest up to 30% of its net assets in the convertible
securities of companies whose common stocks are eligible for purchase by the
Fund; (ii) invest up to 5% of its net assets in rights or warrants; (iii)
invest in depositary receipts, securities of supranational entities denominated
in the currency of any country, securities denominated in European Currency
Units and "semi-governmental securities;" (iv) write covered put and call
options and purchase put and call options on securities of the types in which
it is permitted to invest that are exchange-traded and over-the-counter; (v)
purchase and sell exchange-traded options on any securities index composed of
the types of securities in which it may invest; (vi) enter into contracts for
the purchase or sale for future delivery of fixed-income securities or
foreign currencies, or contracts based on financial indices, including an
index of U.S. Government securities, foreign government securities, corporate
fixed-income securities, or common stock, and may purchase and write options
on futures contracts; (vii) purchase and write put and call options on
foreign currencies traded on U.S. and foreign exchanges or over-the-counter
for hedging purposes; (viii) purchase or sell forward contracts; (ix) enter
into interest
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rate swaps and purchase or sell interest rate caps and floors; (x) enter in
forward commitments for the purchase or sale of securities; (xi) enter into
standby commitment agreements; (xii) enter into repurchase agreements
pertaining to U.S. Government securities with member banks of the Federal
Reserve System or primary dealers in such securities; (xiii) make short sales
of securities or maintain a short position as described below under
"Additional Investment Practices--Short Sales;" and (xiv) make secured loans
of its portfolio securities not in excess of 20% of its total assets to
brokers, dealers and financial institutions. For additional information on
the use, risk and costs of these policies and practices see "Additional
Investment Practices."
Alliance Growth and Income Fund
Alliance Growth and Income Fund, Inc. ("Growth and Income Fund") is a
diversified investment company that seeks appreciation through investments
primarily in dividend-paying common stocks of good quality, although it is
permitted to invest in fixed-income securities and convertible securities.
The Fund may also try to realize income by writing covered call options
listed on domestic securities exchanges. See "Additional Investment Practices
- --Options." The Fund also invests in foreign securities. Since the purchase of
foreign securities entails certain political and economic risks, the Fund has
restricted its investments in securities in this category to issues of high
quality. See "Risk Considerations--Foreign Investment."
ADDITIONAL INVESTMENT PRACTICES
Some or all of the Funds may engage in the following investment practices to
the extent described above.
Convertible Securities. Prior to conversion, convertible securities have the
same general characteristics as non-convertible debt securities, which
provide a stable stream of income with generally higher yields than those of
equity securities of the same or similar issuers. The price of a convertible
security will normally vary with changes in the price of the underlying
stock, although the higher yield tends to make the convertible security less
volatile than the underlying common stock. As with debt securities, the
market value of convertible securities tends to decline as interest rates
increase and increase as interest rates decline. While convertible securities
generally offer lower interest or dividend yields than non-convertible debt
securities of similar quality, they enable investors to benefit from
increases in the market price of the underlying common stock. Convertible
debt securities that are rated Baa or lower by Moody's or BBB or lower by
S&P, Duff & Phelps or Fitch and comparable unrated securities as determined
by Alliance may share some or all of the risks of non-convertible debt
securities with those ratings. For a description of these risks, see "Risk
Considerations--Securities Ratings" and "--Investment in Lower-Rated
Fixed-Income Securities."
Rights and Warrants. A Fund will invest in rights or warrants only if the
underlying equity securities themselves are deemed appropriate by Alliance for
inclusion in the Fund's portfolio. Rights and warrants entitle the holder to buy
equity securities at a specific price for a specific period of time. Rights are
similar to warrants except that they have a substantially shorter duration.
Rights and warrants may be considered more speculative than certain other types
of investments in that they do not entitle a holder to dividends or voting
rights with respect to the underlying securities nor do they represent any
rights in the assets of the issuing company. The value of a right or warrant
does not necessarily change with the value of the underlying security, although
the value of a right or warrant may decline because of a decrease in the value
of the underlying security, the passage of time or a change in perception as to
the potential of the underlying security, or any combination thereof. If the
market price of the underlying security is below the exercise price set forth in
the warrant on the expiration date, the warrant will expire worthless. Moreover,
a right or warrant ceases to have value if it is not exercised prior to the
expiration date.
Depositary Receipts and Securities of Supranational Entities. Depositary
receipts may not necessarily be denominated in the same currency as the
underlying securities into which they may be converted. In addition, the
issuers of the stock of unsponsored depositary receipts are not obligated to
disclose material information in the United States and, therefore, there may
not be a correlation between such information and the market value of the
depositary receipts. ADRs are depositary receipts typically issued by a U.S.
bank or trust company that evidence ownership of underlying securities issued
by a foreign corporation. GDRs and other types of depositary receipts are
typically issued by foreign banks or trust companies and evidence ownership
of underlying securities issued by either a foreign or a U.S. company.
Generally, depositary receipts in registered form are designed for use in the
U.S. securities markets, and depositary receipts in bearer form are designed
for use in foreign securities markets. The investments of Growth Fund,
Strategic Balanced Fund and Income Builder Fund in ADRs are deemed to be
investments in securities issued by U.S. issuers and those in GDRs and other
types of depositary receipts are deemed to be investments in the underlying
securities. The investments of All-Asia Investment Fund in depositary
receipts are deemed to be investments in the underlying securities.
A supranational entity is an entity designated or supported by the national
government of one or more countries to promote economic reconstruction or
development. Examples of supranational entities include, among others, the
World Bank (International Bank for Reconstruction and Development) and the
European Investment Bank. A European Currency Unit is a basket of specified
amounts of the currencies of the member states of the European Economic
Community. "Semi-governmental securities" are securities issued by entities
owned by either a national, state or equivalent government or are obligations
of one of such government jurisdictions which are not backed by its full
faith and credit and general taxing powers.
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Mortgage-Backed Securities. Interest and principal payments (including
prepayments) on the mortgages underlying mortgage-backed securities are passed
through to the holders of the securities. As a result of the pass-through of
prepayments of principal on the underlying securities, mortgage-backed
securities are often subject to more rapid prepayment of principal than their
stated maturity would indicate. Prepayments occur when the mortgagor on a
mortgage prepays the remaining principal before the mortgage's scheduled
maturity date. Because the prepayment characteristics of the underlying
mortgages vary, it is impossible to predict accurately the realized yield or
average life of a particular issue of pass-through certificates. Prepayments are
important because of their effect on the yield and price of the mortgage-backed
securities. During periods of declining interest rates, prepayments can be
expected to accelerate and a Fund investing in such securities would be required
to reinvest the proceeds at the lower interest rates then available. In
addition, prepayments of mortgages underlying securities purchased at a premium
could result in capital losses.
Adjustable Rate Securities. Adjustable rate securities have interest rates
that are reset at periodic intervals, usually by reference to some interest
rate index or market interest rate. Some adjustable rate securities are
backed by pools of mortgage loans. Although the rate-adjustment feature may
reduce sharp changes in the value of adjustable rate securities, these
securities can change in value based on changes in market interest rates or
the issuer's creditworthiness. Changes in the interest rate on adjustable
rate securities may lag behind changes in prevailing market interest rates.
Also, some adjustable rate securities (or the underlying mortgages) are
subject to caps or floors that limit the maximum change in interest rate.
Asset-Backed Securities. Asset-backed securities (unrelated to first mortgage
loans) represent fractional interests in pools of leases, retail installment
loans, revolving credit receivables and other payment obligations, both
secured and unsecured. These assets are generally held by a trust and
payments of principal and interest or interest only are passed through
monthly or quarterly to certificate holders and may be guaranteed up to
certain amounts by letters of credit issued by a financial institution
affiliated or unaffiliated with the trustee or originator of the trust.
Like mortgages underlying mortgage-backed securities, underlying automobile
sales contracts or credit card receivables are subject to prepayment, which
may reduce the overall return to certificate holders. Certificate holders may
also experience delays in payment on the certificates if the full amounts due
on underlying sales contracts or receivables are not realized by the trust
because of unanticipated legal or administrative costs of enforcing the
contracts or because of depreciation or damage to the collateral (usually
automobiles) securing certain contracts, or other factors.
Zero-Coupon and Payment-in-Kind Bonds. Zero-coupon bonds are issued at a
significant discount from their principal amount in lieu of paying interest
periodically. Payment-in-kind bonds allow the issuer to make current interest
payments on the bonds in additional bonds. Because zero-coupon bonds and
payment-in-kind bonds do not pay current interest in cash, their value is
generally subject to greater fluctuation in response to changes in market
interest rates than bonds that pay interest in cash currently. Both
zero-coupon and payment-in-kind bonds allow an issuer to avoid the need to
generate cash to meet current interest payments. Accordingly, such bonds may
involve greater credit risks than bonds paying interest currently. Even
though such bonds do not pay current interest in cash, a Fund is nonetheless
required to accrue interest income on such investments and to distribute such
amounts at least annually to shareholders. Thus, a Fund could be required at
times to liquidate other investments in order to satisfy its dividend
requirements.
Equity-Linked Debt Securities. Equity-linked debt securities are securities with
respect to which the amount of interest and/or principal that the issuer thereof
is obligated to pay is linked to the performance of a specified index of equity
securities. Such amount may be significantly greater or less than payment
obligations in respect of other types of debt securities. Adverse changes in
equity securities indices and other adverse changes in the securities markets
may reduce payments made under, and/or the principal of, equity-linked debt
securities held by the Fund. Furthermore, as with any debt securities, the
values of equity-linked debt securities will generally vary inversely with
changes in interest rates. The Fund's ability to dispose of equity-linked debt
securities will depend on the availability of liquid markets for such
securities. Investment in equity-linked debt securities may be considered to be
speculative. As with other securities, the Fund could lose its entire investment
in equity-linked debt securities.
Loans and Other Direct Debt Instruments. Loans and other direct debt
instruments are interests in amounts owned by a corporate, governmental or
other borrower to another party. They may represent amounts owed to lenders
or lending syndicates (loans and loan participations), to suppliers of goods
or services (trade claims or other receivables), or to other creditors.
Direct debt instruments involve the risk of loss in case of default or
insolvency of the borrower and may offer less legal protection to the Fund in
the event of fraud or misrepresentation than debt securities. In addition,
loan participations involve a risk of insolvency of the lending bank or other
financial intermediary. Direct debt instruments may also include standby
financing commitments that obligate the Fund to supply additional cash to the
borrower on demand. Loans and other direct debt instruments are generally
illiquid and may be transferred only through individually negotiated private
transactions.
Purchasers of loans and other forms of direct indebtedness depend primarily
upon the creditworthiness of the borrower for payment of principal and
interest. Direct debt instruments may not be rated by any nationally
recognized rating service. If the Fund does not receive scheduled interest or
principal payments on such indebtedness, the Fund's share price and yield
could
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be adversely affected. Loans that are fully secured offer the Fund more
protection than unsecured loans in the event of non-payment of scheduled
interest or principal. However, there is no assurance that the liquidation of
collateral from a secured loan would satisfy the borrower's obligation, or
that the collateral can be liquidated. Indebtedness of borrowers whose
creditworthiness is poor may involve substantial risks, and may be highly
speculative.
Borrowers that are in bankruptcy or restructuring may never pay off their
indebtedness, or may pay only a small fraction of the amount owed. Direct
indebtedness of Asian countries will also involve a risk that the
governmental entities responsible for the repayment of the debt may be
unable, or unwilling, to pay interest and repay principal when due.
Investments in loans through direct assignment of a financial institution's
interests with respect to a loan may involve additional risks to the Fund.
For example, if a loan is foreclosed, the Fund could become part owner of any
collateral, and would bear the costs and liabilities associated with owning
and disposing of the collateral. Direct debt instruments may also involve a
risk of insolvency of the lending bank or other intermediary.
A loan is often administered by a bank or other financial institution that
acts as agent for all holders. The agent administers the terms of the loan,
as specified on the loan agreement. Unless, under the terms of the loan or
other indebtedness, the Fund has direct recourse against the borrower, it may
have to rely on the agent to apply appropriate credit remedies against a
borrower. If assets held by the agent for the benefit of the Fund were
determined to be subject to the claims of the agent's general creditors, the
Fund might incur certain costs and delays in realizing payment on the loan or
loan participation and could suffer a loss of principal or interest.
Direct indebtedness purchased by the Fund may include letters of credit,
revolving credit facilities, or other standby financing commitments
obligating the Fund to pay additional cash on demand. These commitments may
have the effect of requiring the Fund to increase its investment in a
borrower at a time when it would not otherwise have done so, even if the
borrower's condition makes it unlikely that the amount will ever be repaid.
Illiquid Securities. Subject to any more restrictive applicable fundamental
investment policy, none of the Funds will maintain more than 15% of its net
assets in illiquid securities. Illiquid securities generally include (i)
direct placements or other securities that are subject to legal or contractual
restrictions on resale or for which there is no readily available market
(e.g., when trading in the security is suspended or, in the case of unlisted
securities, when market makers do not exist or will not entertain bids or
offers), including many individually negotiated currency swaps and any assets
used to cover currency swaps and most privately negotiated investments in
state enterprises that have not yet conducted an initial equity offering,
(ii) over-the-counter options and assets used to cover over-the-counter
options, and (iii) repurchase agreements not terminable within seven days.
Because of the absence of a trading market for illiquid securities, a Fund
may not be able to realize their full value upon sale. With respect to each
Fund that may invest in such securities, Alliance will monitor their
illiquidity under the supervision of the Directors of the Fund. To the extent
permitted by applicable law, Rule 144A securities will not be treated as
"illiquid" for purposes of the foregoing restriction so long as such
securities meet liquidity guidelines established by a Fund's Directors.
Investment in non-publicly traded securities by each of Growth Fund and
Strategic Balanced Fund is restricted to 5% of its total assets (not
including for these purposes Rule 144A securities, to the extent permitted by
applicable law) and is also subject to the 15% restriction on investment in
illiquid securities described above.
A Fund that invests in securities for which there is no ready market may
therefore not be able to readily sell such securities. To the extent that
these securities are foreign securities, there is no law in many of the
countries in which a Fund may invest similar to the Securities Act requiring
an issuer to register the sale of securities with a governmental agency or
imposing legal restrictions on resales of securities, either as to length of
time the securities may be held or manner of resale. However, there may be
contractual restrictions on resale of securities.
Options. An option gives the purchaser of the option, upon payment of a
premium, the right to deliver to (in the case of a put) or receive from (in
the case of a call) the writer a specified amount of a security on or before
a fixed date at a predetermined price. A call option written by a Fund is
"covered" if the Fund owns the underlying security, has an absolute and
immediate right to acquire that security upon conversion or exchange of
another security it holds, or holds a call option on the underlying security
with an exercise price equal to or less than that of the call option it has
written. A put option written by a Fund is covered if the Fund holds a put
option on the underlying securities with an exercise price equal to or
greater than that of the put option it has written.
A call option is for cross-hedging purposes if a Fund does not own the
underlying security, and is designed to provide a hedge against a decline in
value in another security which the Fund owns or has the right to acquire.
Worldwide Privatization Fund, All-Asia Investment Fund, Income Builder Fund
and Utility Income Fund each may write call options for cross-hedging
purposes. A Fund would write a call option for cross-hedging purposes,
instead of writing a covered call option, when the premium to be received
from the cross-hedge transaction would exceed that which would be received
from writing a covered call option, while at the same time achieving the
desired hedge.
In purchasing an option, a Fund would be in a position to realize a gain if,
during the option period, the price of the underlying security increased (in
the case of a call) or
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decreased (in the case of a put) by an amount in excess of the premium paid;
otherwise the Fund would experience a loss equal to the premium paid for the
option.
If an option written by a Fund were exercised, the Fund would be obligated to
purchase (in the case of a put) or sell (in the case of a call) the
underlying security at the exercise price. The risk involved in writing an
option is that, if the option were exercised, the underlying security would
then be purchased or sold by the Fund at a disadvantageous price. These risks
could be reduced by entering into a closing transaction (i.e., by disposing
of the option prior to its exercise). A Fund retains the premium received
from writing a put or call option whether or not the option is exercised. The
writing of covered call options could result in increases in a Fund's
portfolio turnover rate, especially during periods when market prices of the
underlying securities appreciate.
Technology Fund, Quasar Fund, International Fund, New Europe Fund and Global
Small Cap Fund will not write uncovered call options. Technology Fund and
Global Small Cap Fund will not write a call option if the premium to be
received by the Fund in doing so would not produce an annualized return of at
least 15% of the then current market value of the securities subject to the
option (without giving effect to commissions, stock transfer taxes and other
expenses that are deducted from premium receipts). Technology Fund, Quasar
Fund and Global Small Cap Fund will not write a call option if, as a result,
the aggregate of the Fund's portfolio securities subject to outstanding call
options (valued at the lower of the option price or market value of such
securities) would exceed 15% of the Fund's total assets or more than 10% of
the Fund's assets would be committed to call options that at the time of sale
have a remaining term of more than 100 days. The aggregate cost of all
outstanding options purchased and held by each of Premier Growth Fund,
Technology Fund, Quasar Fund and Global Small Cap Fund will at no time exceed
10% of the Fund's total assets. Neither International Fund nor New Europe
Fund will write uncovered put options.
A Fund that purchases or writes options on securities in privately negotiated
(i.e., over-the-counter) transactions will effect such transactions only with
investment dealers and other financial institutions (such as commercial banks
or savings and loan institutions) deemed creditworthy by Alliance, and
Alliance has adopted procedures for monitoring the creditworthiness of such
entities. Options purchased or written by a Fund in negotiated transactions
are illiquid and it may not be possible for the Fund to effect a closing
transaction at an advantageous time. See "Illiquid Securities."
Options on Securities Indices. An option on a securities index is similar to
an option on a security except that, rather than the right to take or make
delivery of a security at a specified price, an option on a securities index
gives the holder the right to receive, upon exercise of the option, an amount
of cash if the closing level of the chosen index is greater than (in the case
of a call) or less than (in the case of a put) the exercise price of the
option.
Futures Contracts and Options on Futures Contracts. A "sale" of a futures
contract means the acquisition of a contractual obligation to deliver the
securities or foreign currencies or other commodity called for by the
contract at a specified price on a specified date. A "purchase" of a futures
contract means the incurring of an obligation to acquire the securities,
foreign currencies or other commodity called for by the contract at a
specified price on a specified date. The purchaser of a futures contract on
an index agrees to take or make delivery of an amount of cash equal to the
difference between a specified dollar multiple of the value of the index on
the expiration date of the contract ("current contract value") and the price
at which the contract was originally struck. No physical delivery of the
securities underlying the index is made.
Options on futures contracts written or purchased by a Fund will be traded on
U.S. or foreign exchanges or over-the-counter. These investment techniques
will be used only to hedge against anticipated future changes in market
conditions and interest or exchange rates which otherwise might either
adversely affect the value of the Fund's portfolio securities or adversely
affect the prices of securities which the Fund intends to purchase at a later
date.
No Fund will enter into any futures contracts or options on futures contracts
if immediately thereafter the market values of the outstanding futures
contracts of the Fund and the currencies and futures contracts subject to
outstanding options written by the Fund would exceed 50% of its total assets
and Income Builder Fund will also not do so if immediately thereafter the
aggregate of initial margin deposits on all the outstanding futures contracts
of the Fund and premiums paid on outstanding options on futures contracts
would exceed 5% of the market value of the total assets of the Fund. Neither
Premier Growth Fund nor Counterpoint Fund may purchase or sell a stock index
future if immediately thereafter more than 30% of its total assets would be
hedged by stock index futures. In connection with the purchase of stock index
futures contracts, a Fund will deposit in a segregated account with its
custodian an amount of cash, U.S. Government securities or other liquid
high-quality debt securities equal to the market value of the futures
contracts less any amounts maintained in a margin account with the Fund's
broker. Premier Growth Fund and Counterpoint Fund may not purchase or sell a
stock index future if, immediately thereafter, the sum of the amount of
margin deposits on the Fund's existing futures positions would exceed 5% of
the market value of the Fund's total assets.
Options on Foreign Currencies. As in the case of other kinds of options, the
writing of an option on a foreign currency constitutes only a partial hedge,
up to the amount of the premium received, and a Fund could be required to
purchase or sell foreign currencies at disadvantageous exchange rates,
thereby incurring losses. The purchase of an option on a foreign currency may
constitute an effective hedge against fluctuations in exchange rates
although, in the event of rate movements
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adverse to a Fund's position, it may forfeit the entire amount of the premium
plus related transaction costs. See the Statement of Additional Information
of each Fund that may invest in options on foreign currencies for further
discussion of the use, risks and costs of options on foreign currencies.
Forward Foreign Currency Exchange Contracts. A Fund purchases or sells
forward contracts to minimize the risk to it from adverse changes in the
relationship between the U.S. dollar and other currencies. A forward contract
is an obligation to purchase or sell a specific currency for an agreed price
at a future date, and is individually negotiated and privately traded.
A Fund may enter into a forward contract, for example, when it enters into a
contract for the purchase or sale of a security denominated in a foreign
currency in order to "lock in" the U.S. dollar price of the security
("transaction hedge"). A Fund will not engage in transaction hedges with
respect to the currency of a particular country to an extent greater than the
aggregate amount of the Fund's transactions in that currency. When a Fund
believes that a foreign currency may suffer a substantial decline against the
U.S. dollar, it may enter into a forward sale contract to sell an amount of
that foreign currency approximating the value of some or all of the Fund's
portfolio securities denominated in such foreign currency, or when the Fund
believes that the U.S. dollar may suffer a substantial decline against a
foreign currency, it may enter into a forward purchase contract to buy that
foreign currency for a fixed dollar amount ("position hedge"). A Fund will
not position hedge with respect to the currency of a particular country to an
extent greater than the aggregate market value (at the time of making such
sale) of the securities held in its portfolio denominated or quoted in that
particular foreign currency. Instead of entering into a position hedge, a
Fund may, in the alternative, enter into a forward contract to sell a
different foreign currency for a fixed U.S. dollar amount where the Fund
believes that the U.S. dollar value of the currency to be sold pursuant to
the forward contract will fall whenever there is a decline in the U.S. dollar
value of the currency in which portfolio securities of the Fund are
denominated ("cross-hedge"). Unanticipated changes in currency prices may
result in poorer overall performance for the Fund than if it had not entered
into such forward contracts.
Hedging against a decline in the value of a currency does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the
prices of such securities decline. Such transactions also preclude the
opportunity for gain if the value of the hedged currency should rise.
Moreover, it may not be possible for a Fund to hedge against a devaluation
that is so generally anticipated that the Fund is not able to contract to
sell the currency at a price above the devaluation level it anticipates.
International Fund, New Europe Fund and Global Small Cap Fund will not enter
into a forward contract with a term of more than one year or if, as a result,
more than 50% of its total assets would be committed to such contracts. The
dealings of International Fund, New Europe Fund and Global Small Cap Fund in
forward contracts will be limited to hedging involving either specific
transactions or portfolio positions.
Growth Fund and Strategic Balanced Fund may also purchase and sell foreign
currency on a spot basis.
Forward Commitments. Forward commitments for the purchase or sale of
securities may include purchases on a "when-issued" basis or purchases or
sales on a "delayed delivery" basis. In some cases, a forward commitment may
be conditioned upon the occurrence of a subsequent event, such as approval
and consummation of a merger, corporate reorganization or debt restructuring
(i.e., a "when, as and if issued" trade).
When forward commitment transactions are negotiated, the price is fixed at the
time the commitment is made, but delivery and payment for the securities take
place at a later date. Normally, the settlement date occurs within two months
after the transaction, but settlements beyond two months may be negotiated.
Securities purchased or sold under a forward commitment are subject to market
fluctuation, and no interest or dividends accrue to the purchaser prior to the
settlement date. At the time a Fund intends to enter into a forward commitment,
it records the transaction and thereafter reflects the value of the security
purchased or, if a sale, the proceeds to be received, in determining its net
asset value. Any unrealized appreciation or depreciation reflected in such
valuation of a "when, as and if issued" security would be canceled in the event
that the required conditions did not occur and the trade was canceled.
The use of forward commitments enables a Fund to protect against anticipated
changes in interest rates and prices. For instance, in periods of rising
interest rates and falling bond prices, a Fund might sell securities in its
portfolio on a forward commitment basis to limit its exposure to falling
prices. In periods of falling interest rates and rising bond prices, a Fund
might sell a security in its portfolio and purchase the same or a similar
security on a when-issued or forward commitment basis, thereby obtaining the
benefit of currently higher cash yields. However, if Alliance were to
forecast incorrectly the direction of interest rate movements, a Fund might
be required to complete such when-issued or forward transactions at prices
inferior to the then current market values. When-issued securities and
forward commitments may be sold prior to the settlement date, but a Fund
enters into when-issued and forward commitments only with the intention of
actually receiving securities or delivering them, as the case may be. If a
Fund chooses to dispose of the right to acquire a when-issued security prior
to its acquisition or dispose of its right to deliver or receive against a
forward commitment, it may incur a gain or loss. Any significant commitment
of Fund assets to the purchase of securities on a "when, as and if issued"
basis may increase the volatility of the Fund's net asset value. No forward
commitments will be made by New Europe Fund, All-Asia Investment Fund,
Worldwide Privatization Fund, Income Builder Fund or Utility Income Fund if,
as a result, the Fund's aggregate commitments under such transactions would
be more than 30% of the Fund's total assets. In the event the other party to
a forward commitment transaction were to default, a Fund might lose the
opportunity to invest money at favorable rates or to dispose of securities at
favorable prices.
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Standby Commitment Agreements. Standby commitment agreements commit a Fund,
for a stated period of time, to purchase a stated amount of a security that
may be issued and sold to the Fund at the option of the issuer. The price and
coupon of the security are fixed at the time of the commitment. At the time
of entering into the agreement the Fund is paid a commitment fee, regardless
of whether the security ultimately is issued, typically equal to
approximately 0.5% of the aggregate purchase price of the security the Fund
has committed to purchase. A Fund will enter into such agreements only for
the purpose of investing in the security underlying the commitment at a yield
and price considered advantageous to the Fund and unavailable on a firm
commitment basis. Each Fund, other than Income Builder Fund, will not enter
into a standby commitment with a remaining term in excess of 45 days and will
limit its investment in such commitments so that the aggregate purchase price
of the securities subject to the commitments will not exceed 25% with respect
to New Europe Fund, 50% with respect to Worldwide Privatization Fund and
All-Asia Investment Fund, and 20% with respect to Utility Income Fund, of its
assets taken at the time of making the commitment.
There is no guarantee that the securities subject to a standby commitment
will be issued and the value of the security, if issued, on the delivery date
may be more or less than its purchase price. Since the issuance of the
security underlying the commitment is at the option of the issuer, a Fund
will bear the risk of capital loss in the event the value of the security
declines and may not benefit from an appreciation in the value of the
security during the commitment period if the issuer decides not to issue and
sell the security to the Fund.
Currency Swaps. Currency swaps involve the individually negotiated exchange by a
Fund with another party of a series of payments in specified currencies. A
currency swap may involve the delivery at the end of the exchange period of a
substantial amount of one designated currency in exchange for the other
designated currency. Therefore the entire principal value of a currency swap is
subject to the risk that the other party to the swap will default on its
contractual delivery obligations. The net amount of the excess, if any, of a
Fund's obligations over its entitlements with respect to each currency swap will
be accrued on a daily basis. A Fund will not enter into any currency swap unless
the credit quality of the unsecured senior debt or the claims-paying ability of
the other party thereto is rated in the highest rating category of at least one
nationally recognized rating organization at the time of entering into the
transaction. If there is a default by the other party to such a transaction,
such Fund will have contractual remedies pursuant to the agreements related to
the transactions.
Interest Rate Transactions. Each Fund that may enter into interest rate
transactions expects to do so primarily to preserve a return or spread on a
particular investment or portion of its portfolio or to protect against any
increase in the price of securities the Fund anticipates purchasing at a
later date. The Funds do not intend to use these transactions in a
speculative manner.
Interest rate swaps involve the exchange by a Fund with another party of their
respective commitments to pay or receive interest (e.g., an exchange of floating
rate payments for fixed rate payments). Interest rate swaps are entered on a net
basis (i.e., the two payment streams are netted out, with the Fund receiving or
paying, as the case may be, only the net amount of the two payments). With
respect to All-Asia Investment Fund and Utility Income Fund, the exchange
commitments can involve payments in the same currency or in different
currencies. The purchase of an interest rate cap entitles the purchaser, to the
extent that a specified index exceeds a predetermined interest rate, to receive
payments of interest on a contractually-based principal amount from the party
selling such interest rate cap. The purchase of an interest rate floor entitles
the purchaser, to the extent that a specified index falls below a predetermined
interest rate, to receive payments of interest on an agreed principal amount
from the party selling the interest rate floor.
A Fund may enter into interest rate swaps, caps and floors on either an
asset-based or liability-based basis, depending upon whether it is hedging
its assets or liabilities. The net amount of the excess, if any, of a Fund's
obligations over its entitlements with respect to each interest rate swap,
cap and floor is accrued daily. A Fund will not enter into an interest rate
swap, cap or floor transaction unless the unsecured senior debt or the
claims-paying ability of the other party thereto is then rated in the highest
rating category of at least one nationally recognized rating organization.
Alliance will monitor the creditworthiness of counterparties on an ongoing
basis. The swap market has grown substantially in recent years, with a large
number of banks and investment banking firms acting both as principals and as
agents utilizing standardized swap documentation. As a result, the swap
market has become relatively liquid. Caps and floors are more recent
innovations for which standardized documentation has not yet been developed
and, accordingly, they are less liquid than swaps.
The use of interest rate transactions is a highly specialized activity which
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions. If Alliance incorrectly
forecasted market values, interest rates and other applicable factors, the
investment performance of a Fund would be adversely affected by the use of
these investment techniques. Moreover, even if Alliance is correct in its
forecasts, there is a risk that the transaction position may correlate
imperfectly with the price of the asset or liability being hedged. There is
no limit on the amount of interest rate transactions that may be entered into
by a Fund that is permitted to enter into such transactions. These
transactions do not involve the delivery of securities or other underlying
assets or principal. Accordingly, the risk of loss with respect to interest
rate transactions is limited to the net amount of interest payments that a
Fund is contractually obligated to make. If the other party to an interest
rate transaction defaults, a Fund's risk of loss consists of the net
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amount of interest payments that the Fund contractually is entitled to
receive.
Repurchase Agreements. A repurchase agreement arises when a buyer purchases a
security and simultaneously agrees to resell it to the vendor at an
agreed-upon future date, normally a day or a few days later. The resale price
is greater than the purchase price, reflecting an agreed-upon interest rate
for the period the buyer's money is invested in the security. Such agreements
permit a Fund to keep all of its assets at work while retaining "overnight"
flexibility in pursuit of investments of a longer-term nature. If a vendor
defaults on its repurchase obligation, a Fund would suffer a loss to the
extent that the proceeds from the sale of the collateral were less than the
repurchase price. If a vendor goes bankrupt, a Fund might be delayed in, or
prevented from, selling the collateral for its benefit. Alliance monitors the
creditworthiness of the vendors with which the Fund enters into repurchase
agreements. There is no percentage restriction on a Fund's ability to enter
into repurchase agreements, other than as indicated under "Investment
Objectives and Policies."
Short Sales. A short sale is effected by selling a security that a Fund does
not own, or if the Fund does own such security, it is not to be delivered
upon consummation of the sale. A short sale is "against the box" to the
extent that a Fund contemporaneously owns or has the right to obtain
securities identical to those sold short without payment. Worldwide
Privatization Fund, All-Asia Investment Fund, Income Builder Fund and Utility
Income Fund each may make short sales of securities or maintain short
positions only for the purpose of deferring realization of gain or loss for
U.S. federal income tax purposes, provided that at all times when a short
position is open the Fund owns an equal amount of securities of the same issue
as, and equal in amount to, the securities sold short. In addition, each of
those Funds may not make a short sale if as a result more than 10% of the Fund's
net assets would be held as collateral for short sales, except that All-Asia
Investment Fund may not make a short sale if as a result more than 25% of the
Fund's net assets would be held as collateral for short sales. If the price of
the security sold short increases between the time of the short sale and the
time a Fund replaces the borrowed security, the Fund will incur a loss;
conversely, if the price declines, the Fund will realize a capital gain. See
"Certain Fundamental Investment Policies." Certain special federal income tax
considerations may apply to short sales entered into by a Fund. See "Dividends,
Distributions and Taxes" in the relevant Fund's Statement of Additional
Information.
Loans of Portfolio Securities. The risks in lending portfolio securities, as
with other extensions of credit, consist of possible loss of rights in the
collateral should the borrower fail financially. In determining whether to
lend securities to a particular borrower, Alliance will consider all relevant
facts and circumstances, including the creditworthiness of the borrower.
While securities are on loan, the borrower will pay the Fund any income
earned thereon and the Fund may invest any cash collateral in portfolio
securities, thereby earning additional income, or receive an agreed upon
amount of income from a borrower who has delivered equivalent collateral.
Each Fund will have the right to regain record ownership of loaned securities
or equivalent securities in order to exercise ownership rights such as voting
rights, subscription rights and rights to dividends, interest or
distributions. A Fund may pay reasonable finders', administrative and
custodial fees in connection with a loan. A Fund will not lend its portfolio
securities to any officer, director, employee or affiliate of the Fund or
Alliance.
General. The successful use of the foregoing investment practices draws upon
Alliance's special skills and experience with respect to such instruments and
usually depends on Alliance's ability to forecast price movements, interest
rates or currency exchange rate movements correctly. Should interest rates,
prices or exchange rates move unexpectedly, a Fund may not achieve the
anticipated benefits of the transactions or may realize losses and thus
be in a worse position than if such strategies had not been used. Unlike many
exchange-traded futures contracts and options on futures contracts, there are
no daily price fluctuation limits with respect to certain options and forward
contracts, and adverse market movements could therefore continue to an
unlimited extent over a period of time. In addition, the correlation between
movements in the prices of futures contracts, options and forward contracts
and movements in the prices of the securities and currencies hedged or used
for cover will not be perfect and could produce unanticipated losses.
A Fund's ability to dispose of its position in futures contracts, options and
forward contracts depends on the availability of liquid markets in such
instruments. Markets in options and futures with respect to a number of types
of securities and currencies are relatively new and still developing, and
there is no public market for forward contracts. It is impossible to predict
the amount of trading interest that may exist in various types of futures
contracts, options and forward contracts. If a secondary market does not
exist with respect to an option purchased or written by a Fund, it might not
be possible to effect a closing transaction in the option (i.e., dispose of
the option) with the result that (i) an option purchased by the Fund would
have to be exercised in order for the Fund to realize any profit and (ii) the
Fund may not be able to sell currencies or portfolio securities covering an
option written by the Fund until the option expires or it delivers the
underlying security, futures contract or currency upon exercise. Therefore,
no assurance can be given that the Funds will be able to utilize these
instruments effectively for the purposes set forth above. Furthermore, a
Fund's ability to engage in options and futures transactions may be limited
by tax considerations. See "Dividends, Distributions and Taxes" in the
Statement of Additional Information of each Fund that invests in options and
futures.
Future Developments. A Fund may, following written notice to
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its shareholders, take advantage of other investment practices that are not
currently contemplated for use by the Fund or are not available but may yet
be developed, to the extent such investment practices are consistent with the
Fund's investment objective and legally permissible for the Fund. Such
investment practices, if they arise, may involve risks that exceed those
involved in the activities described above.
Defensive Position. For temporary defensive purposes, each Fund may invest in
certain types of short-term, liquid, high-grade or high quality (depending on
the Fund) debt securities. These securities may include U.S. Government
securities, qualifying bank deposits, money market instruments, prime
commercial paper and other types of short-term debt securities including
notes and bonds. For Funds that may invest in foreign countries, such
securities may also include short-term, foreign-currency denominated
securities of the type mentioned above issued by foreign governmental
entities, companies and supranational organizations. For a complete
description of the types of securities each Fund may invest in while in a
temporary defensive position, please see such Fund's Statement of Additional
Information.
Portfolio Turnover. Portfolio turnover rates are set forth under "Financial
Highlights." These portfolio turnover rates are greater than those of most
other investment companies, including those which emphasize capital
appreciation as a basic policy. A high rate of portfolio turnover involves
correspondingly greater brokerage and other expenses than a lower rate, which
must be borne by the Fund and its shareholders. High portfolio turnover also
may result in the realization of substantial net short-term capital gains.
See "Dividends, Distributions and Taxes" in each Fund's Statement of
Additional Information.
CERTAIN FUNDAMENTAL INVESTMENT POLICIES
Each Fund has adopted certain fundamental investment policies listed below,
which may not be changed without the approval of its shareholders. Additional
investment restrictions with respect to a Fund are set forth in its Statement
of Additional Information.
Alliance Fund may not: (i) invest more than 5% of its total assets in the
securities of any one issuer (other than the U.S. Government); (ii) acquire
more than 10% of the voting or other securities of any one issuer; or (iii)
buy securities of any company that (including its predecessors) has not been in
business at least three continuous years. Pursuant to investment policies
which are not fundamental, the Fund does not invest (i) in puts or calls
(except as discussed above); (ii) in straddles, spreads, or any combination
thereof; (iii) in oil, gas or other mineral exploration or development
programs; or (iv) more than 5% of its gross assets in securities the
disposition of which would be subject to restrictions under the federal
securities laws.
Growth Fund and Strategic Balanced Fund each may not: (i) invest more than 5%
of its total assets in the securities of any one issuer (other than U.S.
Government securities and repurchase agreements relating thereto), although
up to 25% of each Fund's total assets may be invested without regard to this
restriction; or (ii) invest 25% or more of its total assets in the securities
of any one industry.
Premier Growth Fund may not: (i) purchase more than 10% of the outstanding
voting securities of any one issuer; (ii) invest 25% or more of the value of its
total assets in the same industry; (iii) borrow money or issue senior securities
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; (iv) pledge,
mortgage, hypothecate or otherwise encumber any of its assets except in
connection with the writing of call options and except to secure permitted
borrowings; or (v) invest in the securities of any issuer that has a record of
less than three years of continuous operation (including the operation of any
predecessor) if as a result more than 10% of the value of the total assets of
the Fund would be invested in the securities of such issuer or issuers.
Counterpoint Fund may not: (i) purchase the securities of any one issuer,
other than the U.S. Government or any of its agencies or instrumentalities,
if as a result more than 5% of the value 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 the
Fund's total assets may be invested without regard to these 5% and 10%
limitations; (ii) invest 25% or more of its total assets in a particular
industry; (iii) borrow money except for temporary or emergency purposes,
including meeting redemption requests which might require the untimely
disposition of securities; borrowing in the aggregate may not exceed 15%, and
borrowing for purposes other than meeting redemptions may not exceed 5% of
its total assets at the time the borrowing is made; (iv) invest more than 10%
of its net assets in the aggregate in restricted and not readily marketable
securities; (v) invest more than 10% of its total assets in the securities of
any issuer that has a record of less than three years of continuous operation
(including the operation of any predecessor); or (vi) invest more than 10% of
the value of its total assets in the aggregate in illiquid securities or
repurchase agreements not terminable within seven days.
Technology Fund may not: (i) with respect to 75% of its total assets, have
such assets represented by other than: (a) cash and cash items, (b) U.S.
Government securities, or (c) securities of any one issuer (other than the
U.S. Government and its agencies or instrumentalities) not greater in value
than 5% of the Fund's total assets, and not more than 10% of the outstanding
voting securities of such issuer; (ii) purchase the securities of any one
issuer, other than the U.S. Government and its agencies or instrumentalities,
if as a result (a) the value of the holdings of the Fund in the securities of
such issuer exceeds 25% of its total assets, or (b) the Fund owns more than
25% of the outstanding securities of any one
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class of securities of such issuer; (iii) concentrate its investments in any
one industry, but the Fund has reserved the right to invest up to 25% of its
total assets in a particular industry; and (iv) invest in the securities of
any issuer which has a record of less than three years of continuous
operation (including the operation of any predecessor) if such purchase would
cause 10% or more of its total assets to be invested in the securities of
such issuers.
Quasar Fund may not: (i) purchase the securities of any one 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; (ii) invest more than 25% of its
total assets in any particular industry; (iii) borrow money except for
temporary or emergency purposes in an amount not exceeding 5% of its total
assets at the time the borrowing is made; or (iv) invest more than 10% of its
assets in restricted securities.
International Fund may not: (i) invest more than 5% of the value of its total
assets in securities of a single issuer (including repurchase agreements with
any one entity), except U.S. Government securities or foreign government
securities; provided, however, that the Fund may not, with respect to 75% of
its total assets, invest more than 5% of its total assets in securities of
any one foreign government issuer; (ii) own more than 10% of the outstanding
securities of any class of any issuer (for this purpose, all preferred stocks
of an issuer shall be deemed a single class, and all indebtedness of an
issuer shall be deemed a single class), except U.S. Government securities;
(iii) invest more than 25% of the value of its total assets in securities of
issuers having their principal business activities in the same industry;
provided, that this limitation does not apply to U.S. Government securities
or foreign government securities; (iv) invest more than 5% of the value of
its total assets in the securities of any issuer that has a record of less
than three years of continuous operation (including the operation of any
predecessor or unconditional guarantor), except U.S. Government securities or
foreign government securities; (v) invest more than 5% of the value of its
total assets in securities with legal or contractual restrictions on resale,
other than repurchase agreements, or more than 10% of the value of its total
assets in securities that are not readily marketable (including restricted
securities and repurchase agreements not terminable within seven business
days); and (vi) borrow money, except as a temporary measure for extraordinary
or emergency purposes, and then only from banks in amounts not exceeding 5%
of its total assets.
Worldwide Privatization Fund may not: (i) invest 25% or more of its total
assets in securities of issuers conducting their principal business
activities in the same industry, except that this restriction does not apply
to (a) U.S. Government securities, or (b) the purchase of securities of
issuers whose primary business activity is in the national commercial banking
industry, so long as the Fund's Directors determine, on the basis of factors
such as liquidity, availability of investments and anticipated returns, that
the Fund's ability to achieve its investment objective would be adversely
affected if the Fund were not permitted to invest more than 25% of its total
assets in those securities, and so long as the Fund notifies its shareholders
of any decision by the Directors to permit or cease to permit the Fund to
invest more than 25% of its total assets in those securities, such notice to
include a discussion of any increased investment risks to which the Fund may
be subjected as a result of the Directors' determination; (ii) borrow money
except from banks for temporary or emergency purposes, including the meeting
of redemption requests that might require the untimely disposition of
securities; borrowing in the aggregate may not exceed 15%, and borrowing for
purposes other than meeting redemptions may not exceed 5%, of the Fund's
total assets (including the amount borrowed) less liabilities
(not including the amount borrowed) at the time the borrowing is made;
outstanding borrowings in excess of 5% of the value of the Fund's total
assets will be repaid before any investments are made; or (iii) pledge,
hypothecate, mortgage or otherwise encumber its assets, except to secure
permitted borrowings. The exception contained in clause (i)(b) above is
subject to the operating policy regarding concentration described in this
Prospectus.
New Europe Fund may not: (i) purchase more than 10% of the outstanding voting
securities of any one issuer; (ii) invest more than 15% of its total assets
in the securities of any one issuer or 25% or more of its total assets in the
same industry, provided, however, that the foregoing restriction shall not be
deemed to prohibit the Fund from purchasing the securities of any issuer
pursuant to the exercise of rights distributed to the Fund by the issuer,
except that no such purchase may be made if as a result the Fund will fail to
meet the diversification requirements of the Code and any such acquisition in
excess of the foregoing 15% or 25% limits will be sold by the Fund as soon as
reasonably practicable (this restriction does not apply to U.S. Government
securities, but will apply to foreign government securities unless the
Commission permits their exclusion); (iii) borrow money except from banks for
temporary or emergency purposes, including the meeting of redemption requests
that might require the untimely disposition of securities; borrowing in the
aggregate may not exceed 15%, and borrowing for purposes other than meeting
redemptions may not exceed 5%, of the Fund's total assets (including the
amount borrowed) less liabilities (not including the amount borrowed) at the
time the borrowing is made; outstanding borrowings in excess of 5% of the
Fund's total assets will be repaid before any subsequent investments are
made; or (iv) purchase a security (unless the security is acquired pursuant
to a plan of reorganization or an offer of exchange) if, as a result, the
Fund would own any securities of an open-end investment company or more than
3% of the total outstanding voting stock of any closed-end investment
company, or more than 5% of the value of the Fund's total assets would be
invested in securities of any closed-end investment company, or more than 10%
of such value in closed-end investment companies in general.
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All-Asia Investment Fund may not: (i) invest 25% or more of its total assets
in securities of issuers conducting their principal business activities in
the same industry; (ii) borrow money except from banks for temporary or
emergency purposes, including the meeting of redemption requests that might
require the untimely disposition of securities; borrowing in the aggregate
may not exceed 15%, and borrowing for purposes other than meeting redemptions
may not exceed 5%, of the Fund's total assets (including the amount borrowed)
less liabilities (not including the amount borrowed) at the time the
borrowing is made; outstanding borrowings in excess of 5% of the value of the
Fund's total assets will be repaid before any investments are made; or (iii)
pledge, hypothecate, mortgage or otherwise encumber its assets, except to
secure permitted borrowings.
Global Small Cap Fund may not: (i) purchase the securities of any one issuer,
other than the U.S. Government or any of its agencies or instrumentalities,
if immediately after such purchase more than 5% of the value 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
the Fund's total assets may be invested without regard to these 5% and 10%
limitations; (ii) invest 25% or more of its total assets in the same
industry; this restriction does not apply to U.S. Government securities, but
will apply to foreign government securities unless the Commission permits
their exclusion; (iii) borrow money except from banks for emergency or
temporary purposes in an amount not exceeding 5% of the total assets of the
Fund; or (iv) make short sales of securities or maintain a short position,
unless at all times when a short position is open it owns an equal amount of
such securities or securities convertible into or exchangeable for, without
payment of any further consideration, securities of the same issue as, and
equal in amount to, the securities sold short and unless not more than 5% of
the Fund's net assets is held as collateral for such sales at any one time.
Balanced Shares may not: (i) invest more than 5% of its total assets in the
securities of any one issuer, except U.S. Government securities; or (ii) own
more than 10% of the outstanding voting securities of any one issuer.
Income Builder Fund may not: (i) invest 25% or more of its total assets in
securities of companies engaged principally in any one industry, except that
this restriction does not apply to U.S. Government securities; (ii) borrow
money except from banks for temporary or emergency purposes, including the
meeting of redemption requests that might require the untimely disposition of
securities; borrowing in the aggregate may not exceed 15%, and borrowing for
purposes other than meeting redemptions may not exceed 5%, of the Fund's
total assets (including the amount borrowed) less liabilities (not including
the amount borrowed) at the time borrowing is made; securities will not be
purchased while borrowings in excess of 5% of the Fund's total assets are
outstanding; or (iii) pledge, hypothecate, mortgage or otherwise encumber its
assets, except to secure permitted borrowings.
Utility Income Fund may not: (i) invest more than 5% of its total assets in the
securities of any one issuer except the U.S. Government, although with respect
to 25% of its total assets it may invest in any number of issuers; (ii) invest
25% or more of its total assets in the securities of issuers conducting their
principal business activities in any one industry, other than the utilities
industry, except that this restriction does not apply to U.S. Government
securities; (iii) purchase more than 10% of any class of the voting securities
of any one issuer; (iv) borrow money except from banks for temporary or
emergency purposes, including the meeting of redemption requests that might
require the untimely disposition of securities; borrowing in the aggregate may
not exceed 15%, and borrowing for purposes other than meeting redemptions may
not exceed 5%, of the Fund's total assets (including the amount borrowed) less
liabilities (not including the amount borrowed) at the time the borrowing is
made; outstanding borrowings in excess of 5% of the Fund's total assets will be
repaid before any subsequent investments are made; or (v) purchase a security
if, as a result (unless the security is acquired pursuant to a plan of
reorganization or an offer of exchange), the Fund would own any securities of an
open-end investment company or more than 3% of the total outstanding voting
stock of any closed-end investment company or more than 5% of the value of the
Fund's net assets would be invested in securities of any one or more closed-end
investment companies.
Growth and Income Fund may not (i) invest more than 5% of its net assets in
the security of any one issuer, except U.S. Government obligations or (ii)
own more than 10% of the outstanding voting securities of any issuer.
RISK CONSIDERATIONS
Investment in certain of the Funds involves the special risk considerations
described below. These risks may be heightened when investing in emerging
markets.
Investment in Privatized Enterprises by Worldwide Privatization Fund. In
certain jurisdictions, the ability of foreign entities, such as the Fund, to
participate in privatizations may be limited by local law, or the price or
terms on which the Fund may be able to participate may be less advantageous
than for local investors. Moreover, there can be no assurance that
governments that have embarked on privatization programs will continue to
divest their ownership of state enterprises, that proposed privatizations
will be successful or that governments will not re-nationalize enterprises
that have been privatized. Furthermore, in the case of certain of the
enterprises in which the Fund may invest, large blocks of the stock of those
enterprises may be held by a small group of stockholders, even after the
initial equity offerings by those enterprises. The sale of some portion or
all of those blocks could have an adverse effect on the price of the stock of
any such enterprise.
Most state enterprises or former state enterprises go through an internal
reorganization of management prior to conducting an initial equity offering
in an attempt to better enable these enterprises to compete in the private
sector. However, certain
36
<PAGE>
reorganizations could result in a management team that does not function as
well as the enterprise's prior management and may have a negative effect on
such enterprise. After making an initial equity offering, enterprises that
may have enjoyed preferential treatment from the respective state or
government that owned or controlled them may no longer receive such
preferential treatment and may become subject to market competition from
which they were previously protected. Some of these enterprises may not be
able to effectively operate in a competitive market and may suffer losses or
experience bankruptcy due to such competition. In addition, the privatization
of an enterprise by its government may occur over a number of years, with the
government continuing to hold a controlling position in the enterprise even
after the initial equity offering for the enterprise.
Currency Considerations. Substantially all of the assets of International
Fund, New Europe Fund, All-Asia Investment Fund, Global Small Cap Fund and
Worldwide Privatization Fund will be invested in securities denominated in
foreign currencies, and a corresponding portion of these Funds' revenues will
be received in such currencies. Therefore, the dollar equivalent of their net
assets, distributions and income will be adversely affected by reductions in
the value of certain foreign currencies relative to the U.S. dollar. If the
value of the foreign currencies in which a Fund receives its income falls
relative to the U.S. dollar between receipt of the income and the making of
Fund distributions, the Fund may be required to liquidate securities in order
to make distributions if it has insufficient cash in U.S. dollars to meet
distribution requirements that the Fund must satisfy to qualify as a
regulated investment company for federal income tax purposes. Similarly, if
an exchange rate declines between the time a Fund incurs expenses in U.S.
dollars and the time cash expenses are paid, the amount of the currency
required to be converted into U.S. dollars in order to pay expenses in U.S.
dollars could be greater than the equivalent amount of such expenses in the
currency at the time they were incurred. In light of these risks, a Fund may
engage in certain currency hedging transactions, which themselves involve
certain special risks. See "Additional Investment Practices" above.
Foreign Investment. The securities markets of many foreign countries are
relatively small, with the majority of market capitalization and trading volume
concentrated in a limited number of companies representing a small number of
industries. Consequently, a Fund whose investment portfolio includes such
securities may experience greater price volatility and significantly lower
liquidity than a portfolio invested solely in equity securities of United States
companies. These markets may be subject to greater influence by adverse events
generally affecting the market, and by large investors trading significant
blocks of securities, than is usual in the United States. Securities settlements
may in some instances be subject to delays and related administrative
uncertainties. These problems are particularly severe in India, where settlement
is through physical delivery, and, where, currently, a severe shortage of vault
capacity exists among custodial banks, although efforts are being undertaken to
alleviate the shortage. Certain foreign countries require governmental approval
prior to investments by foreign persons or limit investment by foreign persons
to only a specified percentage of an issuer's outstanding securities or a
specific class of securities which may have less advantageous terms (including
price) than securities of the company available for purchase by nationals. These
restrictions or controls may at times limit or preclude investment in certain
securities and may increase the costs and expenses of a Fund. In addition, the
repatriation of investment income, capital or the proceeds of sales of
securities from certain of the countries is controlled under regulations,
including in some cases the need for certain advance government notification or
authority, and if a deterioration occurs in a country's balance of payments, the
country could impose temporary restrictions on foreign capital remittances.
A Fund could be adversely affected by delays in, or a refusal to grant, any
required governmental approval for repatriation, as well as by the application
to it of other restrictions on investment. Investing in local markets may
require a Fund to adopt special procedures, which may involve additional costs
to a Fund. The liquidity of a Fund's investments in any country in which any of
these factors exists could be affected and Alliance will monitor the effect of
any such factor or factors on a Fund's in vestments. Furthermore, transaction
costs including brokerage commissions for transactions both on and off the
securities exchanges in many foreign countries are generally higher than in
the U.S.
Issuers of securities in foreign jurisdictions are generally not subject to
the same degree of regulation as are U.S. issuers with respect to such
matters as insider trading rules, restrictions on market manipulation,
shareholder proxy requirements and timely disclosure of information. The
reporting, accounting and auditing standards of foreign countries may differ,
in some cases significantly, from U.S. standards in important respects and
less information may be available to investors in foreign securities than to
investors in U.S. securities. Substantially less information is publicly
available about certain non-U.S. issuers than is available about U.S.
issuers.
The economies of individual foreign countries may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross
domestic product or gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payments position.
Nationalization, expropriation or confiscatory taxation, currency blockage,
political changes, government regulation, political or social instability or
diplomatic developments could affect adversely the economy of a foreign
country or the Fund's investments in such country. In the event of
expropriation, nationalization or other confiscation, a Fund could lose its
entire investment in the country involved. In addition, laws in foreign
countries governing business organizations, bankruptcy
37
<PAGE>
and insolvency may provide less protection to security holders such as the
Fund than that provided by U.S. laws.
Investment in United Kingdom Issuers by New Europe Fund. Investment in
securities of United Kingdom issuers involves certain considerations not
present with investment in securities of U.S. issuers. As with any investment
not denominated in the U.S. dollar, the U.S. dollar value of the Fund's
investment denominated in the British pound sterling will fluctuate with
pound sterling--dollar exchange rate movements. Since 1972, when the pound
sterling was allowed to float against other currencies, it has generally
depreciated against most major currencies, including the U.S. dollar. From
1990 through 1994, the pound sterling declined at an average annual rate of
approximately 3.6% against the U.S. dollar. Between September and December
1992, after the United Kingdom's exit from the Exchange Rate Mechanism of the
European Monetary System, the value of the pound sterling fell by almost 20%
against the U.S. dollar. The pound sterling continued to fall in early 1993,
but recovered due to interest rate cuts throughout Europe and an upturn in
the economy of the United Kingdom.
The United Kingdom's largest stock exchange is the International Stock Exchange
of the United Kingdom and the Republic of Ireland (The London Stock Exchange),
which is the third largest exchange in the world. As measured by the FT-SE 100
index, the performance of the 100 largest companies in the United Kingdom
reached a record high of 3593.0 on October 18, 1995, up 17% from the end of
1994.
The public sector borrowing requirement ("PSBR"), a mandated measure of the
amount required to balance the budget, is running in excess of the November
1994 budget estimate, as a result of decreased revenue growth and increased
government spending. The PSBR estimate for the 1996-97 fiscal year has also
been raised, but is still expected to be under the European Union limit.
Since 1979, the Conservative Party has controlled Parliament. However, in
recent years, this dominance has been called into question. In 1990, due to
an internal challenge for leadership the Conservative Party chose John Major
to replace Margaret Thatcher as Prime Minister. Mr. Major's position has been
strengthened by his reelection as leader of the Conservative Party and is
expected to retain that position until the next general election. Unless the
Conservative Party calls for an earlier election, the next general election
will take place in April 1997. For further information regarding the United
Kingdom, see the Fund's Statement of Additional Information.
Investment in Japanese Issuers by All-Asia Investment Fund and International
Fund. Investment in securities of Japanese issuers involves certain
considerations not present with investment in securities of U.S. issuers. As
with any investment not denominated in the U.S. dollar, the U.S. dollar value
of each Fund's investments denominated in the Japanese yen will fluctuate
with yen-dollar exchange rate movements. The Japanese yen has generally been
appreciating against the U.S. dollar for the past decade but has recently
fallen from its post-World War II high against the U.S. dollar.
Japan's largest stock exchange is the Tokyo Stock Exchange, the First Section
of which is reserved for larger, established companies. As measured by the
TOPIX, a capitalization-weighted composite index of all common stocks listed
in the First Section, the performance of the First Section reached a peak in
1989. Thereafter, the TOPIX declined approximately 46% through the beginning
of 1993. In 1993, the TOPIX increased by approximately 9% from the end of
1992, and by the end of 1994 increased by approximately 8% from the end of
1993. As of October 27, 1995, the TOPIX had declined by approximately 11% from
the end of 1994. Certain valuation measures, such as price-to-book value and
price-to-cash flow ratios, indicate that the Japanese stock market is near its
lowest level in the last twenty years relative to other world markets. The
price/earnings ratios of First Section companies, however, are on average high
in comparison with other major stock markets.
In recent years, Japan has consistently recorded large current account trade
surpluses with the U.S. that have caused difficulties in the relations between
the two countries. On October 1, 1994, the U.S. and Japan reached an agreement
that may lead to more open Japanese markets with respect to trade in certain
goods and services. In June 1995, the two countries agreed in principle to
increase Japanese imports of American automobiles and automotive parts.
Nevertheless it is expected that the continuing friction between the U.S. and
Japan with respect to trade issues will continue for the foreseeable future.
Each Fund's investments in Japanese issuers also will be subject to
uncertainty resulting from the instability of recent Japanese ruling
coalitions. From 1955 to 1993, Japan's government was controlled by a single
political party. In August 1993, following a split in that party, a coalition
government was formed. That coalition government collapsed in April 1994, and
was replaced by a minority coalition that, in turn, collapsed in June 1994.
The stability of the current ruling coalition, the third since 1993, and the
first in 47 years led by a socialist, is not assured. For further information
regarding Japan, see each Fund's Statement of Additional Information.
Investment in Smaller, Emerging Companies. The Funds may invest in smaller,
emerging companies. Global Small Cap Fund and New Europe Fund will emphasize
investment in, and All-Asia Investment Fund may emphasize investment in,
smaller, emerging companies. Investment in such companies involves greater
risks than is customarily associated with securities of more established
companies. The securities of smaller companies may have relatively limited
marketability and may be subject to more abrupt or erratic market movements
than securities of larger companies or broad market indices.
U.S. and Foreign Taxes. Foreign taxes paid by a Fund may be creditable or
deductible by U.S. shareholders for U.S. income tax purposes. No assurance
can be given that applicable tax laws and interpretations will not change in
the future. Moreover, non-U.S. investors may not be able to credit or deduct
such foreign taxes. Investors should review carefully the information
discussed under the heading "Dividends, Distributions and Taxes" and should
discuss with their tax advisers the specific tax consequences of investing in
a Fund.
38
<PAGE>
Fixed-Income Securities. The value of each Fund's shares will fluctuate with
the value of its investments. The value of each Fund's investments in
fixed-income securities will change as the general level of interest rates
fluctuates. During periods of falling interest rates, the values of
fixed-income securities generally rise. Conversely, during periods of rising
interest rates, the values of fixed-income securities generally decline.
Under normal market conditions, the average dollar-weighted maturity of a
Fund's portfolio of debt or other fixed-income securities is expected to vary
between five and 30 years in the case of All-Asia Investment Fund, between
eight and 15 years in the case of Income Builder Fund, between five and 25
years in the case of Utility Income Fund and between one year or less and 30
years in the case of all other Funds that invest in such securities.
Securities Ratings. The ratings of securities by S&P, Moody's, Duff & Phelps
and Fitch are a generally accepted barometer of credit risk. They are,
however, subject to certain limitations from an investor's standpoint. The
rating of an issuer is heavily weighted by past developments and does not
necessarily reflect probable future conditions. There is frequently a lag
between the time a rating is assigned and the time it is updated. In
addition, there may be varying degrees of difference in credit risk of
securities within each rating category.
Securities rated Aaa by Moody's and AAA by S&P, Duff & Phelps and Fitch are
considered to be of the highest quality; capacity to pay interest and repay
principal is extremely strong. Securities rated Aa by Moody's and AA by S&P,
Duff & Phelps and Fitch are considered to be high quality; capacity to repay
principal is considered very strong, although elements may exist that make
risks appear somewhat larger than exist with securities rated Aaa or AAA.
Securities rated A are considered by Moody's to possess adequate factors
giving security to principal and interest. S&P, Duff & Phelps and Fitch
consider such securities to have a strong capacity to pay interest and repay
principal. Such securities are more susceptible to adverse changes in
economic conditions and circumstances than higher-rated securities.
Securities rated Baa by Moody's and BBB by S&P, Duff & Phelps and Fitch are
considered to have an adequate capacity to pay interest and repay principal.
Such securities are considered to have speculative characteristics and share
some of the same characteristics as lower-rated securities. Sustained periods
of deteriorating economic conditions or of rising interest rates are more
likely to lead to a weakening in the issuer's capacity to pay interest and
repay principal than in the case of higher-rated securities. Securities rated
Ba by Moody's and BB by S&P, Duff & Phelps and Fitch are considered to have
speculative characteristics with respect to capacity to pay interest and
repay principal over time; their future cannot be considered as well-assured.
Securities rated B by Moody's, S&P, Duff & Phelps and Fitch are considered to
have highly speculative characteristics with respect to capacity to pay
interest and repay principal. Assurance of interest and principal payments or
of maintenance of other terms of the contract over any long period of time
may be small.
Securities rated Caa by Moody's and CCC by S&P, Duff & Phelps and Fitch are
of poor standing and there is a present danger with respect to payment of
principal or interest. Securities rated Ca by Moody's and CC by S&P and Fitch
are minimally protected, and default in payment of principal or interest is
probable. Securities rated C by Moody's, S&P and Fitch are in imminent
default in payment of principal or interest and have extremely poor prospects
of ever attaining any real investment standing. Securities rated D by S&P and
Fitch are in default. The issuer of securities rated DD by Duff & Phelps is
under an order of liquidation.
Investment in Lower-Rated Fixed-Income Securities. Lower-rated securities, i.e.,
those rated Ba and lower by Moody's or BB and lower by S&P, Duff & Phelps or
Fitch, are subject to greater risk of loss of principal and interest than
higher-rated securities. They are also generally considered to be subject to
greater market risk than higher-rated securities, and the capacity of issuers of
lower-rated securities to pay interest and repay principal is more likely to
weaken than is that of issuers of higher-rated securities in times of
deteriorating economic conditions or rising interest rates. In addition, lower-
rated securities may be more susceptible to real or perceived adverse economic
conditions than investment grade securities, although the market values of
securities rated below investment grade and comparable unrated securities tend
to react less to fluctuations in interest rate levels than do those of higher-
rated securities.
The market for lower-rated securities may be thinner and less active than
that for higher-rated securities, which can adversely affect the prices at
which these securities can be sold. To the extent that there is no
established secondary market for lower-rated securities, a Fund may
experience difficulty in valuing such securities and, in turn, the Fund's
assets. In addition, adverse publicity and investor perceptions about
lower-rated securities, whether or not factual, may tend to impair their
market value and liquidity.
Alliance will try to reduce the risk inherent in investment in lower-rated
securities through credit analysis, diversification and attention to current
developments and trends in interest rates and economic and political
conditions. However, there can be no assurance that losses will not occur.
Since the risk of default is higher for lower-rated securities, Alliance's
research and credit analysis are a correspondingly more important aspect of
its program for managing a Fund's securities than would be the case if a Fund
did not invest in lower-rated securities.
In seeking to achieve a Fund's investment objective, there will be times,
such as during periods of rising interest rates, when depreciation and
realization of capital losses on securities in a Fund's portfolio will be
unavoidable. Moreover, medium- and lower-rated securities and non-rated
securities of comparable quality may be subject to wider fluctuations in
yield and market values than higher-rated securities under certain market
conditions. Such fluctuations after a security is acquired do not affect the
cash income received from that security but are reflected in the net asset
value of a Fund. See the Statement of Additional Information for each Fund
that invests in lower-rated
39
<PAGE>
securities for a description of the bond ratings of Moody's, S&P, Duff & Phelps
and Fitch.
Certain lower-rated securities in which Growth Fund, Income Builder Fund and
Utility Income Fund may invest may contain call or buy-back features that permit
the issuers thereof to call or repurchase such securities. Such securities may
present risks based on prepayment expectations. If an issuer exercises such a
provision, a Fund may have to replace the called security with a lower yielding
security, resulting in a decreased rate of return to the Fund.
Non-Diversified Status. Each of Premier Growth Fund, Worldwide Privatization
Fund, New Europe Fund, All-Asia Investment Fund and Income Builder Fund is a
"non-diversified" investment company, which means the Fund is not limited in the
proportion of its assets that may be invested in the securities of a single
issuer. However, each Fund intends to conduct its operations so as to qualify to
be taxed as a "regulated investment company" for purposes of the Code, which
will relieve the Fund of any liability for federal income tax to the extent its
earnings are distributed to shareholders. See "Dividends, Distributions and
Taxes" in each Fund's Statement of Additional Information. To so qualify, among
other requirements, the Fund will limit its investments so that, at the close of
each quarter of the taxable year, (i) not more than 25% of the Fund's total
assets will be invested in the securities of a single issuer, and (ii) with
respect to 50% of its total assets, not more than 5% of its total assets will be
invested in the securities of a single issuer and the Fund will not own more
than 10% of the outstanding voting securities of a single issuer. A Fund's
investments in U.S. Government securities are not subject to these limitations.
Because Premier Growth Fund, Worldwide Privatization Fund, New Europe Fund,
All-Asia Investment Fund and Income Builder Fund is each a non-diversified
investment company, it may invest in a smaller number of individual issuers than
a diversified investment company, and an investment in such Fund may, under
certain circumstances, present greater risk to an investor than an investment in
a diversified investment company.
Foreign government securities are not treated like U.S. Government securities
for purposes of the diversification tests described in the preceding paragraph,
but instead are subject to these tests in the same manner as the securities of
non-governmental issuers.
- --------------------------------------------------------------------------------
Purchase And Sale
- --------------------------------------------------------------------------------
Of Shares
- --------------------------------------------------------------------------------
HOW TO BUY SHARES
You can purchase shares of any of the Funds through broker-dealers, banks or
other financial intermediaries, or directly through Alliance Fund Distributors,
Inc. ("AFD"), each Fund's principal underwriter. The minimum initial investment
in each Fund is $250. The minimum for subsequent investments in each Fund is
$50. Investments of $25 or more are allowed under the automatic investment
program of each Fund. Share certificates are issued only upon request. See the
Subscription Application and Statement of Additional Information for more
information.
Each Fund offers three classes of shares, Class A, Class B and Class C.
Class A Shares--Initial Sales Charge Alternative
You can purchase Class A shares at net asset value plus an initial sales charge,
as follows:
<TABLE>
<CAPTION>
Initial Sales Charge
as % of Commission to
Net Amount as % of Dealer/Agent as %
Amount Purchased Invested Offering Price of Offering Price
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $100,000 4.44% 4.25% 4.00%
- ---------------------------------------------------------------------------
$100,000 to
less than $250,000 3.36 3.25 3.00
- ---------------------------------------------------------------------------
$250,000 to
less than $500,000 2.30 2.25 2.00
- ---------------------------------------------------------------------------
$500,000 to
less than $1,000,000 1.78 1.75 1.50
- ---------------------------------------------------------------------------
</TABLE>
On purchases of $1,000,000 or more, you pay no initial sales charge but may pay
a contingent deferred sales charge ("CDSC") equal to 1% of the lesser of net
asset value at the time of redemption or original cost if you redeem within one
year; Alliance may pay the dealer or agent a fee of up to 1% of the dollar
amount purchased. Certain purchases of Class A shares may qualify for reduced or
eliminated sales charges in accordance with a Fund's Combined Purchase
Privilege, Cumulative Quantity Discount, Statement of Intention, Privilege for
Certain Retirement Plans, Reinstatement Privilege and Sales at Net Asset Value
programs. Consult the Subscription Application and Statement of Additional
Information.
Class B Shares--Deferred Sales Charge Alternative
You can purchase Class B shares at net asset value without an initial sales
charge. However, you may pay a CDSC if you redeem shares within four years after
purchase. The amount of the CDSC (expressed as a percentage of the lesser of the
current net asset value or original cost) will vary according to the number of
years from the purchase of Class B shares until the redemption of those shares.
40
<PAGE>
The amount of the CDSC for each Fund is as set forth below. Class B shares of a
Fund purchased prior to the date of this Prospectus may be subject to a
different CDSC schedule, which was disclosed in the Fund's prospectus in use at
the time of purchase and is set forth in the Fund's current Statement of
Additional Information.
<TABLE>
<CAPTION>
Year Since Purchase CDSC
-------------------------------------------------
<S> <C>
First.................................... 4.0%
Second................................... 3.0%
Third.................................... 2.0%
Fourth................................... 1.0%
Fifth.................................... None
</TABLE>
Class B shares are subject to higher distribution fees than Class A shares for a
period (after which they convert to Class A shares) of eight years, or six years
with respect to Premier Growth Fund. The higher fees mean a higher expense
ratio, so Class B shares pay correspondingly lower dividends and may have a
lower net asset value than Class A shares.
Class C Shares--Asset-Based Sales Charge Alternative
You can purchase Class C shares without any initial sales charge or a CDSC. A
Fund will thus receive the full amount of your purchase, and you will receive
the entire net asset value of your shares upon redemption. Class C shares incur
higher distribution fees than Class A shares and do not convert to any other
class of shares of the Fund. The higher fees mean a higher expense ratio, so
Class C shares pay correspondingly lower dividends and may have a lower net
asset value than Class A shares.
Application of the CDSC
Shares obtained from dividend or distribution reinvestment are not subject to
the CDSC on Class A and Class B shares. The CDSC is deducted from the amount of
the redemption and is paid to AFD. The CDSC will be waived on redemptions of
shares following the death or disability of a shareholder, to meet the
requirements of certain qualified retirement plans or pursuant to a systematic
withdrawal plan. See the Statements of Additional Information.
How the Funds Value Their Shares
The net asset value of each Class of shares of a Fund is calculated by dividing
the value of the Fund's net assets allocable to that Class by the outstanding
shares of that Class. Shares are valued each day the New York Stock Exchange
(the "Exchange") is open as of the close of regular trading (currently 4:00 p.m.
Eastern time). The securities in a Fund are valued at their current market value
determined on the basis of market quotations or, if such quotations are not
readily available, such other methods as the Fund's Directors believe would
accurately reflect fair market value.
General
The decision as to which Class of shares is more beneficial to you depends on
the amount and intended length of your investment. If you are making a large
investment, thus qualifying for a reduced sales charge, you might consider Class
A shares. If you are making a smaller investment, you might consider Class B
shares because 100% of your purchase is invested immediately. If you are unsure
of the length of your investment, you might consider Class C shares because
there are no initial or contingent deferred sales charges. Consult your
financial agent. Dealers and agents may receive differing compensation for
selling Class A, Class B or Class C shares. There is no size limit on purchases
of Class A shares. The maximum purchase of Class C shares is $5,000,000. The
maximum purchase of Class B shares is $250,000. The Funds may refuse any order
to purchase shares.
In addition to the discount or commission paid to dealers or agents, AFD from
time to time pays additional cash or other incentives to dealers or agents,
including Equico Securities, Inc., an affiliate of AFD, in connection with the
sale of shares of the Funds. Such additional amounts may be utilized, in whole
or in part, in some cases together with other revenues of such dealers or
agents, to provide additional compensation to registered representatives who
sell shares of the Funds. On some occasions, such cash or other incentives will
be conditioned upon the sale of a specified minimum dollar amount of the shares
of a Fund and/or other Alliance Mutual Funds during a specific period of time.
Such incentives may take the form of payment for attendance at seminars, meals,
sporting events or theater performances, or payment for travel, lodging and
entertainment incurred in connection with travel by persons associated with a
dealer or agent and their immediate family members to urban or resort locations
within or outside the United States. Such dealer or agent may elect to receive
cash incentives of equivalent amount in lieu of such payments.
HOW TO SELL SHARES
You may "redeem", i.e., sell your shares in a Fund to the Fund on any day the
Exchange is open, either directly or through your financial intermediary. The
price you will receive is the net asset value (less any applicable CDSC for
Class A and Class B shares) next calculated after the Fund receives your request
in proper form. Proceeds generally will be sent to you within seven days.
However, for shares recently purchased by check or electronic funds transfer, a
Fund will not send proceeds until it is reasonably satisfied that the check or
electronic funds transfer has been collected (which may take up to 15 days).
Selling Shares Through Your Broker
A Fund must receive your broker's request before 4:00 p.m. Eastern time for you
to receive that day's net asset value (less any applicable CDSC for Class A and
Class B shares). Your broker is responsible for furnishing all necessary
documentation to a Fund and may charge you for this service.
Selling Shares Directly To A Fund
Send a signed letter of instruction or stock power form to Alliance Fund
Services, Inc. ("AFS"), each Fund's registrar, transfer agent and dividend-
disbursing agent, along with certificates, if any, that represent the shares you
want to sell. For your protection, signatures must be guaranteed by a bank,
41
<PAGE>
a member firm of a national stock exchange or other eligible guarantor
institution. Stock power forms are available from your financial intermediary,
AFS, and many commercial banks. Additional documentation is required for the
sale of shares by corporations, intermediaries, fiduciaries and surviving joint
owners. For details contact:
Alliance Fund Services
P.O. Box 1520
Secaucus, NJ 07096-1520
1-800-221-5672
Alternatively, a request for redemption of shares for which no stock
certificates have been issued can also be made by telephone to 800-221-5672 by a
shareholder who has completed the Subscription Application or an "Autosell"
application obtained from AFS. Telephone redemption requests must be for at
least $500 and may not exceed $100,000, and must be made between 9 a.m. and 4
p.m. Eastern time on a Fund business day. Proceeds of telephone redemptions will
be sent by electronic funds transfer. Proceeds of telephone redemptions also may
be sent by check to a shareholder's address of record, but only once in any 30-
day period and in an amount not exceeding $50,000. Telephone redemption by check
is not available for shares purchased within 15 calendar days prior to the
redemption request, shares held in nominee or "street name" accounts or
retirement plan accounts or shares held by a shareholder who has changed his or
her address of record within the previous 30 calendar days.
General
The sale of shares is a taxable transaction for federal tax purposes. Under
unusual circumstances, a Fund may suspend redemptions or postpone payment for up
to seven days or longer, as permitted by federal securities law. The Funds
reserve the right to close an account that through redemption has remained below
$200 for 90 days. Shareholders will receive 60 days' written notice to increase
the account value before the account is closed.
During drastic economic or market developments, you might have difficulty
reaching AFS by telephone, in which event you should issue written instructions
to AFS. AFS is not responsible for the authenticity of telephonic requests to
purchase, sell or exchange shares. AFS will employ reasonable procedures to
verify that telephone requests are genuine, and could be liable for losses
resulting from unauthorized transactions if it failed to do so. Dealers and
agents may charge a commission for handling telephonic requests. The telephone
service may be suspended or terminated at any time without notice.
SHAREHOLDER SERVICES
AFS offers a variety of shareholder services. For more information about these
services or your account, call AFS's toll-free number, 800-221-5672. Some
services are described in the attached Application. A shareholder's manual
explaining all available services will be provided upon request. To request a
shareholder manual, call 800-227-4618.
HOW TO EXCHANGE SHARES
You may exchange your shares of any Fund for shares of the same class of other
Alliance Mutual Funds (which include AFD Exchange Reserves, a money market fund
managed by Alliance). Exchanges of shares are made at the net asset values next
determined without sales or service charges. Exchanges may be made by telephone
or written request.
Class A and Class B shares will continue to age without regard to exchanges for
purposes of determining the CDSC, if any, upon redemption and, in the case of
Class B shares, for the purposes of conversion to Class A shares. After an
exchange, your Class B shares will automatically convert to Class A shares in
accordance with the conversion schedule applicable to the Class B shares of the
Alliance Mutual Fund you originally purchased for cash ("original shares"). When
redemption occurs, the CDSC applicable to the original shares is applied.
Please read carefully the Prospectus of the mutual fund into which you are
exchanging before submitting the request. Call AFS at 800-221-5672 to exchange
uncertificated shares. An exchange is a taxable capital transaction for federal
tax purposes. The exchange service may be changed, suspended, or terminated on
60 days' written notice.
- --------------------------------------------------------------------------------
Management Of The Funds
- --------------------------------------------------------------------------------
ADVISER
Alliance, which is a Delaware limited partnership with principal offices at 1345
Avenue of the Americas, New York, New York 10105, has been retained under an
advisory agreement (the "Advisory Agreement") to provide investment advice and,
in general, to conduct the management and investment program of each Fund,
subject to the general supervision and control of the Directors of the Fund.
The following table lists the person or persons who are primarily responsible
for the day-to-day management of each Fund's portfolio, the length of time that
each person has been primarily responsible, and each person's principal
occupation during the past five years.
42
<PAGE>
<TABLE>
<CAPTION>
Principal occupation
during the past
Fund Employee; year; title five years
- --------------------------------------------------------------------------------
<S> <C> <C>
The Alliance Fund Alfred Harrison since 1989-- Associated with
Vice Chairman of Alliance Capital Alliance
Management Corporation
("ACMC")*
Paul H. Jenkel since 1985-- Associated with
Senior Vice President of ACMC Alliance
Growth Fund Tyler Smith since inception-- Associated with
Senior Vice President of ACMC Alliance since
July 1993; prior
thereto,
associated with
Equitable Capital
Management
Corporation
("Equitable
Capital")**
Premier Growth Fund Alfred Harrison since inception-- (see above)
(see above)
Counterpoint Fund David P. Handke, Jr. since Associated with
inception--Vice President of ACMC Alliance
Jon H. Outcalt since inception-- Associated with
Senior Vice President of ACMC Alliance
Technology Fund Peter Anastos since 1992-- Associated with
Senior Vice President of ACMC Alliance
Gerald T. Malone since 1992-- Associated with
Senior Vice President of ACMC Alliance since
1992; prior
thereto
associated with
College
Retirement
Equities Fund
Quasar Fund Alden M. Stewart since 1994-- Associated with
Executive Vice President of ACMC Alliance since
1993; prior
thereto,
associated with
Equitable Capital
Randall E. Haase since 1994-- Associated with
Senior Vice President of ACMC Alliance since July
1993; prior
thereto,
associated with
Equitable Capital
Timothy Rice since 1993-- Associated with
Vice President of ACMC Alliance
International Fund A. Rama Krishna since 1993-- Associated with
Senior Vice President of ACMC Alliance since
and director of Asian Equity 1993, prior
research thereto,
Chief Investment
Strategist and
Director--Equity
Research for CS
First Boston
Worldwide Mark H. Breedon since inception--- Associated with
Privatization Senior Vice President of ACMC Alliance
and Director and Vice President
of Alliance Capital Limited***
New Europe Fund Eric N. Perkins since 1992-- Associated with
Senior Vice President of ACMC Alliance
and director of European equity
research
Principal occupation
during the past
Fund Employee; year; title five years
- --------------------------------------------------------------------------------
<S> <C> <C>
All-Asia Investment A. Rama Krishna--since inception (see above)
Fund (see above)
Global Small Cap Ronald L. Simcoe since 1993-- Associated with
Fund Vice President of ACMC Alliance since
1993; prior
thereto,
associated with
Equitable Capital
Alden Stewart since 1994-- (see above)
(see above)
Randall E. Haase since 1994-- (see above)
(see above)
Timothy Rice since 1993-- (see above)
(see above)
Strategic Balanced Bruce W. Calvert since 1990-- Associated with
Fund Vice Chairman and the Chief Alliance
Investment Officer of ACMC
Balanced Shares Bruce W. Calvert since 1990-- Associated with
(see above) Alliance
Income Builder Fund Andrew M. Aran since 1994-- Associated with
Senior Vice President of ACMC Alliance since
March 1991; prior
thereto, a Vice
President of
PaineWebber, Inc.
Thomas M. Perkins since 1991-- Associated with
Senior Vice President of ACMC Alliance
Utility Income Fund Alan Levi since 1994-- Associated with
Senior Vice President and Alliance
Director of Research of ACMC
Gregory Allison since 1995-- Associated with
Portfolio Manager of Utility Alliance since
Income Fund 1994; prior
thereto associated
with
Gabelli & Co.
Growth & Income Paul Rissman since 1994-- Associated with
Fund Vice President of ACMC Alliance
</TABLE>
- --------------------------------------------------------------------------------
* The sole general partner of Alliance.
** Equitable Capital was, prior to Alliance's acquisition of it, a management
firm under common control with Alliance.
*** An indirect wholly-owned subsidiary of Alliance.
Alliance is a leading international investment manager supervising client
accounts with assets as of September 30, 1995 totaling more than $140 billion
(of which approximately $47 billion represented the assets of investment
companies). Alliance's clients are primarily major corporate employee benefit
funds, public employee retirement systems, investment companies, foundations and
endowment funds. The 50 registered investment companies managed by Alliance
comprising 104 separate investment portfolios currently have over two million
shareholders. As of September 30, 1995, Alliance was retained as an investment
manager for 29 of the Fortune 100 companies.
ACMC, the sole general partner of, and the owner of a 1% general partnership
interest in, Alliance, is an indirect wholly-owned subsidiary of The Equitable
Life Assurance Society of the United States ("Equitable"), one of the largest
life insurance companies in the United States, which is a wholly-owned
subsidiary of The Equitable Companies Incorporated, a holding company controlled
by AXA, a French insurance holding company. Certain information concerning the
ownership and control of
43
<PAGE>
Equitable by AXA is set forth in each Fund's Statement of Additional Information
under "Management of the Fund."
ADMINISTRATOR AND CONSULTANT TO ALL-ASIA INVESTMENT FUND
Alliance has been retained by All-Asia Investment Fund under an administration
agreement (the "Administration Agreement") to perform administrative services
necessary for the operation of the Fund. For a description of such services, see
the Statement of Additional Information of the Fund.
In connection with its provision of advisory services to All-Asia Investment
Fund, Alliance has retained at its expense OCBC Asset Management Limited ("OAM")
as a consultant to provide to Alliance such statistical and other factual
information, research and assistance with respect to economic, financial,
political, technological and social conditions and trends in Asian countries,
including information on markets and industries, as Alliance shall from time to
time request. OAM will not furnish investment advice or make recommendations
regarding the purchase or sale of securities by the Fund nor will it be
responsible for making investment decisions involving Fund assets.
OAM is one of the largest Singapore-based investment management companies
specializing in investment in Asia-Pacific markets. OAM provides consulting and
advisory services to institutions and individuals, including mutual funds. As of
June 30, 1995, OAM had approximately $1.5 billion in assets under management.
OAM is a wholly-owned subsidiary of Oversea-Chinese Banking Corporation Limited
("OCBC Bank"), which is based in Singapore. The OCBC Bank Group has an extensive
network of banking offices in the Asian Pacific region. The OCBC Bank Group
engages in a wide variety of activities including commercial banking, investment
banking, and property and hotel investment and management. OCBC Bank is the
third largest company listed on the Stock Exchange of Singapore with a market
capitalization as of June 30, 1995 of approximately $6.6 billion.
EXPENSES OF ALL-ASIA INVESTMENT FUND
In addition to the payments to Alliance under the Advisory Agreement and
Administration Agreement with All-Asia Investment Fund, all as described above,
the Fund pays certain other costs, including (i) custody, transfer and dividend
disbursing expenses, (ii) fees of the Directors who are not affiliated with
Alliance, (iii) legal and auditing expenses (iv) clerical, accounting and other
office costs, (v) costs of printing each Fund's prospectuses and shareholder
reports, (vi) costs of maintaining each Fund's existence, (vii) interest
charges, taxes, brokerage fees and commissions, (viii) costs of stationery and
supplies, (ix) expenses and fees related to registration and filings with the
Commission and with state regulatory authorities, (x) upon the approval of the
Board of Directors, costs of personnel of Alliance or its affiliates rendering
clerical, accounting and other office services, and (xi) such promotional
expenses as may be contemplated by the Distribution Services Agreement,
described below.
DISTRIBUTION SERVICES AGREEMENTS
Rule 12b-1 adopted by the Commission under the 1940 Act permits an investment
company to pay expenses associated with the distribution of its shares in
accordance with a duly adopted plan. Each Fund has adopted one or more "Rule
12b-1 plans" (for each Fund, a "Plan") and has entered into a Distribution
Services Agreement (the "Agreement") with AFD. Pursuant to its Plan, a Fund pays
to AFD a Rule 12b-1 distribution services fee, which may not exceed an annual
rate of .30% (.50% with respect to Growth Fund, Premier Growth Fund and
Strategic Balanced Fund) of the Fund's aggregate average daily net assets
attributable to the Class A shares, 1.00% of the Fund's aggregate average daily
net assets attributable to the Class B shares and 1.00% of the Fund's aggregate
average daily net assets attributable to the Class C shares, for distribution
expenses. The Directors of Growth Fund and Strategic Balanced Fund currently
limit payments with respect to Class A shares under the Plan to .30% of each
Fund's aggregate average daily net assets attributable to Class A shares. The
Directors of Premier Growth Fund currently limit payments under the Plan with
respect to sales of Class A shares made after November 1993 to, .30% of the
Fund's aggregate average daily net assets. The Plans provide that a portion of
the distribution services fee in an amount not to exceed .25% of the aggregate
average daily net assets of each Fund attributable to each class of shares
constitutes a service fee used for personal service and/or the maintenance of
shareholder accounts.
The Plans provide that AFD will use the distribution services fee received from
a Fund in its entirety for payments (i) to compensate broker-dealers or other
persons for providing distribution assistance, (ii) to otherwise promote the
sale of shares of the Fund, and (iii) to compensate broker-dealers, depository
institutions and other financial intermediaries for providing administrative,
accounting and other services with respect to the Fund's shareholders. In this
regard, some payments under the Plans are used to compensate financial
intermediaries with trail or maintenance commissions in an amount equal to .25%,
annualized, with respect to Class A shares and Class B shares, and 1.00%,
annualized, with respect to Class C shares, of the assets maintained in a Fund
by their customers. Distribution services fees received from the Funds, except
Growth Fund and Strategic Balanced Fund, with respect to Class A shares will not
be used to pay any interest expenses, carrying charges or other financing costs
or allocation of overhead of AFD. Distribution services fees received from the
Funds, with respect to Class B and Class C shares, may be used for these
purposes. The Plans also provide that Alliance may use its own resources to
finance the distribution of each Fund's shares.
The Funds are not obligated under the Plans to pay any distribution services fee
in excess of the amounts set forth above. Except as noted below for Growth Fund
and Strategic Balanced Fund, with respect to Class A shares of each Fund,
distribution expenses accrued by AFD in one fiscal year may not be paid from
distribution services fees received from the Fund in subsequent fiscal years.
Except as noted below for Growth Fund and Strategic Balanced Fund, AFD's
compensation with
44
<PAGE>
respect to Class B and Class C shares under the Plans of the other Funds is
directly tied to its expenses incurred. Actual distribution expenses for such
Class B and Class C shares for any given year, however, will probably exceed the
distribution services fees payable under the applicable Plan with respect to the
class involved and, in the case of Class B shares, payments received from CDSCs.
The excess will be carried forward by AFD and reimbursed from distribution
services fees payable under the Plan with respect to the class involved and, in
the case of Class B shares, payments subsequently received through CDSCs, so
long as the Plan and the Agreement are in effect. Since AFD's compensation under
the Plans of Growth Fund and Strategic Balanced Fund is not directly tied to the
expenses incurred by AFD, the amount of compensation received by it under the
applicable Plan during any year may be more or less than its actual expenses.
Unreimbursed distribution expenses incurred as of the end of each Fund's most
recently completed fiscal period, and carried over for reimbursement in future
years in respect of the Class B and Class C shares for all Funds (except Growth
Fund and Strategic Balanced Fund) were, as of that time, as follows:
<TABLE>
<CAPTION>
Amount of Unreimbursed Distribution Expenses
(as % of Net Assets of Class)
-----------------------------------------------------
Class B Class C
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alliance Fund.................. $ 1,442,425 (7.95%) $ 399,204 (6.41%)
Growth Fund.................... $24,134,216 (3.21%) $ 529,804 (0.46%)
Premier Growth Fund............ $ 3,230,541 (2.31%) $ 165,741 (2.26%)
Counterpoint Fund.............. $ 119,047 (22.58%) $ 125,891 (30.08%)
Technology Fund................ $ 698,886 (3.80%) $ 221,888 (2.97%)
Quasar Fund.................... $ 557,782 (4.01%) $ 87,823 (7.20%)
International Fund............. $ 1,672,131 (3.41%) $ 455,492 (2.35%)
Worldwide Privatization Fund... $ 138,862 (.17%) $ 569 (.17%)
New Europe Fund................ $ 1,630,288 (4.72%) $ 298,375 (3.82%)
All-Asia Fund.................. $ 349,468 (11.58%) $ 3,881 (2.09%)
Global Small Cap Fund.......... $ 922,746 (17.87%) $ 327,084 (23.25%)
Income Builder Fund............ $ 224,734 (11.25%) $1,507,457 (2.35%)
Strategic Balanced Fund........ $ 759,314 (2.04%) $ 219,442 (5.34%)
Balanced Shares................ $ 965,505 (6.40%) $ 262,338 (5.14%)
Utility Income Fund............ $ 248,868 (10.58%) $ 236,172 (8.91%)
Growth and Income Fund......... $ 2,607,181 (2.54%) $ 355,256 (1.83%)
- ------------------------------------------------------------------------------------------------
</TABLE>
The Plans are in compliance with rules of the National Association of Securities
Dealers, Inc. which effectively limit the annual asset-based sales charges and
service fees that a mutual fund may pay on a class of shares to .75% and .25%,
respectively, of the average annual net assets attributable to that class. The
rules also limit the aggregate of all front-end, deferred and asset-based sales
charges imposed with respect to a class of shares by a mutual fund that also
charges a service fee to 6.25% of cumulative gross sales of shares of that
class, plus interest at the prime rate plus 1% per annum.
The Glass-Steagall Act and other applicable laws may limit the ability of a bank
or other depository institution to become an underwriter or distributor of
securities. However, in the opinion of the Funds' management, based on the
advice of counsel, these laws do not prohibit such depository institutions from
providing services for investment companies such as the administrative,
accounting and other services referred to in the Agreements. In the event that a
change in these laws prevented a bank from providing such services, it is
expected that other services arrangements would be made and that shareholders
would not be adversely affected. The State of Texas requires that shares of a
Fund may be sold in that state only by dealers or other financial institutions
that are registered there as broker-dealers.
- --------------------------------------------------------------------------------
Dividends, Distributions
- --------------------------------------------------------------------------------
And Taxes
- --------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS
If you receive an income dividend or capital gains distribution in cash you may,
within 30 days following the date of its payment, reinvest the dividend or
distribution in additional shares of that Fund without charge by returning to
Alliance, with appropriate instructions, the check representing such dividend or
distribution. Thereafter, unless you otherwise specify, you will be deemed to
have elected to reinvest all subsequent dividends and distributions in shares of
that Fund.
Each income dividend and capital gains distribution, if any, declared by a Fund
on its outstanding shares will, at the election of each shareholder, be paid in
cash or in additional shares of the same class of shares of that Fund having an
aggregate net asset value as of the payment date of such dividend or
distribution equal to the cash amount of such income dividend or distribution.
Election to receive dividends and distributions in cash or shares is made at the
time shares are initially purchased and may be changed at any time prior to the
record date for a particular dividend or distribution. Cash dividends can be
paid by check or, if the shareholder so elects, electronically via the ACH
network. There is no sales or other charge in connection with the reinvestment
of dividends and capital gains distributions. Dividends paid by a Fund, if any,
with respect to Class A, Class B and Class C shares will be calculated in the
same manner at the same time on the same day and will be in the same amount,
except that the higher distribution services fees applicable to Class B and C
shares, and any incremental transfer agency costs relating to Class B shares,
will be borne exclusively by the class to which they relate.
While it is the intention of each Fund to distribute to its shareholders
substantially all of each fiscal year's net income and net realized capital
gains, if any, the amount and time of any such dividend or distribution must
necessarily depend upon the realization by such Fund of income and capital gains
from investments. There is no fixed dividend rate, and there can be no assurance
that a Fund will pay any dividends or realize any capital gains.
If you buy shares just before a Fund deducts a distribution from its net asset
value, you will pay the full price for the shares and then receive a portion of
the price back as a taxable distribution.
45
<PAGE>
FOREIGN INCOME TAXES
Investment income received by a Fund from sources within foreign countries may
be subject to foreign income taxes withheld at the source. To the extent that
any Fund is liable for foreign income taxes withheld at the source, each Fund
intends, if possible, to operate so as to meet the requirements of the Code to
"pass through" to the Fund's shareholders credits for foreign income taxes paid,
but there can be no assurance that any Fund will be able to do so.
U.S. FEDERAL INCOME TAXES
Each Fund intends to qualify to be taxed as a "regulated investment company"
under the Code. To the extent that a Fund distributes its taxable income and net
capital gain to its shareholders, qualification as a regulated investment
company relieves that Fund of federal income and excise taxes on that part of
its taxable income including net capital gains which it pays out to its
shareholders. Dividends out of net ordinary income and distributions of net
short-term capital gains are taxable to the recipient shareholders as ordinary
income. In the case of corporate shareholders, such dividends may be eligible
for the dividends-received deduction, except that the amount eligible for the
deduction is limited to the amount of qualifying dividends received by the Fund.
A corporation's dividends-received deduction will be disallowed unless the
corporation holds shares in the Fund at least 46 days. Furthermore, the
dividends-received deduction will be disallowed to the extent a corporation's
investment in shares of a Fund is financed with indebtedness.
The excess of net long-term capital gains over the net short-term capital losses
realized and distributed by each Fund to its shareholders as capital gains
distributions is taxable to the shareholders as long-term capital gains,
irrespective of the length of time a shareholder may have held his or her stock.
Long-term capital gains distributions are not eligible for the dividends-
received deduction referred to above.
Under the current federal tax law the amount of an income dividend or capital
gains distribution declared by a Fund during October, November or December of a
year to shareholders of record as of a specified date in such a month that is
paid during January of the following year is includable in the prior year's
taxable income of shareholders that are calendar year taxpayers.
Any dividend or distribution received by a shareholder on shares of a Fund will
have the effect of reducing the net asset value of such shares by the amount of
such dividend or distribution. Furthermore, a dividend or distribution made
shortly after the purchase of such shares by a shareholder, although in effect a
return of capital to that particular shareholder, would be taxable to him or her
as described above. If a shareholder held shares six months or less and during
that period received a distribution taxable to such shareholder as long-term
capital gain, any loss realized on the sale of such shares during such six-month
period would be a long-term capital loss to the extent of such distribution.
A dividend or capital gains distribution with respect to shares of a Fund held
by a tax-deferred or qualified plan, such as an individual retirement account,
403(b)(7) retirement plan or corporate pension or profit-sharing plan, will not
be taxable to the plan. Distributions from such plans will be taxable to
individual participants under applicable tax rules without regard to the
character of the income earned by the qualified plan.
Distributions by a Fund may be subject to state and local taxes. Alliance Fund,
Premier Growth Fund, Technology Fund, Income Builder Fund, Quasar Fund, New
Europe Fund, Balanced Shares and Growth and Income Fund are qualified to do
business in the Commonwealth of Pennsylvania and, therefore, are subject to the
Pennsylvania foreign franchise and corporate net income tax in respect of their
business activities in Pennsylvania. Accordingly, shares of such Funds are
exempt from Pennsylvania personal property taxes. These Funds anticipate
continuing such business activities but reserve the right to suspend them at any
time, resulting in the termination of the exemptions.
A Fund will be required to withhold 31% of any payments made to a shareholder if
the shareholder has not provided a certified taxpayer identification number to
the Fund, or the Secretary of the Treasury notifies a Fund that a shareholder
has not reported all interest and dividend income required to be shown on the
shareholder's Federal income tax return.
Shareholders will be advised annually as to the federal tax status of dividends
and capital gains distributions made by a Fund for the preceding year.
Shareholders are urged to consult their tax advisers regarding their own tax
situation.
- --------------------------------------------------------------------------------
General Information
- --------------------------------------------------------------------------------
PORTFOLIO TRANSACTIONS
Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., and subject to seeking best price and execution, a
Fund may consider sales of its shares as a factor in the selection of dealers to
enter into portfolio transactions with the Fund.
ORGANIZATION
Each of the following Funds is a Maryland corporation organized in the year
indicated: The Alliance Fund, Inc. (1938), Alliance Balanced Shares, Inc.
(1932), Alliance Premier Growth Fund, Inc. (1992), Alliance Technology Fund,
Inc. (1980), Alliance Quasar Fund, Inc. (1968), Alliance Worldwide Privatization
Fund, Inc. (1994), Alliance New Europe Fund, Inc. (1990), Alliance All-Asia
Investment Fund, Inc. (1994), Alliance Global Small Cap Fund, Inc. (1966),
Alliance Income Builder Fund, Inc. (1991), Alliance Utility Income Fund, Inc.
(1993), and Alliance Growth and Income Fund, Inc. (1932). Each of the following
Funds is either a Massachusetts business trust or a series of a Massachusetts
business trust
46
<PAGE>
organized in the year indicated: Alliance Growth Fund and Alliance Strategic
Balanced Fund (each a series of The Alliance Portfolios) (1987), Alliance
Counterpoint Fund (1984) and Alliance International Fund (1980). Prior to August
2, 1993, The Alliance Portfolios was known as The Equitable Funds, Growth Fund
was known as The Equitable Growth Fund and Strategic Balanced Fund was known as
The Equitable Balanced Fund. Prior to March 22, 1994, Income Builder Fund was
known as Alliance Multi-Market Income and Growth Trust, Inc.
It is anticipated that annual shareholder meetings will not be held; shareholder
meetings will be held only when required by federal, or in the case of the Funds
organized as Maryland corporations, state law. Shareholders have available
certain procedures for the removal of Directors.
A shareholder in a Fund will be entitled to his or her pro rata share of all
dividends and distributions arising from the Fund's assets and, upon redeeming
shares, will receive the then current net asset value of the Fund represented by
the redeemed shares less any applicable CDSC. The Funds are empowered to
establish, without shareholder approval, additional portfolios, which may have
different investment objectives, and additional classes of shares. If an
additional portfolio or class were established in a Fund, each share of the
portfolio or class would normally be entitled to one vote for all purposes.
Generally, shares of each portfolio and class would vote together as a single
class on matters, such as the election of Directors, that affect each portfolio
and class in substantially the same manner. Class A, B and C shares have
identical voting, dividend, liquidation and other rights, except that each class
bears its own distribution and transfer agency expenses. Each class of shares
votes separately with respect to a Fund's Rule 12b-1 distribution plan and other
matters for which separate class voting is appropriate under applicable law.
Shares are freely transferable, are entitled to dividends as determined by the
Directors and, in liquidation of a Fund, are entitled to receive the net assets
of the Fund. Since this Prospectus sets forth information about all the Funds,
it is theoretically possible that a Fund might be liable for any materially
inaccurate or incomplete disclosure in this Prospectus concerning another Fund.
Based on the advice of counsel, however, the Funds believe that the potential
liability of each Fund with respect to the disclosure in this Prospectus extends
only to the disclosure relating to that Fund. Certain additional matters
relating to a Fund's organization are discussed in its Statement of Additional
Information.
REGISTRAR, TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT
AFS, an indirect wholly-owned subsidiary of Alliance, located at 500 Plaza
Drive, Secaucus, New Jersey 07094, acts as each Fund's registrar, transfer agent
and dividend-disbursing agent for a fee based upon the number of shareholder
accounts maintained for the Funds. The transfer agency fee with respect to the
Class B shares will be higher than the transfer agency fee with respect to the
Class A shares or Class C shares.
PRINCIPAL UNDERWRITER
AFD, an indirect wholly-owned subsidiary of Alliance, located at 1345 Avenue of
the Americas, New York, New York 10105, is the principal underwriter of shares
of the Funds.
PERFORMANCE INFORMATION
From time to time, the Funds advertise their "total return," which is computed
separately for Class A, Class B and Class C shares. Such advertisements disclose
a Fund's average annual compounded total return for the periods prescribed by
the Commission. A Fund's total return for each such period is computed by
finding, through the use of a formula prescribed by the Commission, the average
annual compounded rate of return over the period that would equate an assumed
initial amount invested to the value of the investment at the end of the period.
For purposes of computing total return, income dividends and capital gains
distributions paid on shares of a Fund are assumed to have been reinvested when
paid and the maximum sales charges applicable to purchases and redemptions of a
Fund's shares are assumed to have been paid.
Balanced Shares, Growth and Income Fund, Income Builder Fund, Strategic Balanced
Fund and Utility Income Fund may also advertise their "yield," which is also
computed separately for Class A, Class B and Class C shares. A Fund's yield for
any 30-day (or one-month) period is computed by dividing the net investment
income per share earned during such period by the maximum public offering price
per share on the last day of the period, and then annualizing such 30-day (or
one-month) yield in accordance with a formula prescribed by the Commission which
provides for compounding on a semi-annual basis.
Strategic Balanced Fund, Balanced Shares, Income Builder Fund, Utility Income
Fund and Growth and Income Fund may also state in sales literature an "actual
distribution rate" for each class which is computed in the same manner as yield
except that actual income dividends declared per share during the period in
question are substituted for net investment income per share. The actual
distribution rate is computed separately for Class A, Class B and Class C
shares.
A Fund will include performance data for each class of shares in any
advertisement or sales literature using performance data of that Fund. These
advertisements may quote performance rankings or ratings of a Fund by financial
publications or independent organizations such as Lipper Analytical Services,
Inc. and Morningstar, Inc. or compare a Fund's performance to various indices.
ADDITIONAL INFORMATION
This Prospectus and the Statements of Additional Information, which have been
incorporated by reference herein, do not contain all the information set forth
in the Registration Statements filed by the Funds with the Commission under the
Securities Act. Copies of the Registration Statements may be obtained at a
reasonable charge from the Commission or may be examined, without charge, at the
offices of the Commission in Washington, D.C.
47
<PAGE>
This prospectus does not constitute an offering in any state in which such
offering may not lawfully be made.
This prospectus is intended to constitute an offer by each Fund only of the
securities of which it is the issuer and is not intended to constitute an offer
by any Fund of the securities of any other Fund whose securities are also
offered by this prospectus. No Fund intends to make any representation as to the
accuracy or completeness of the disclosure in this prospectus relating to any
other Fund. See "General Information--Organization."
48
<PAGE>
- --------------------------------------------------------------------------------
Alliance Subscription Application
- --------------------------------------------------------------------------------
The Alliance Stock Funds
Alliance Fund
Growth Fund
Premier Growth Fund
Counterpoint Fund
Technology Fund
Quasar Fund
International Fund
Worldwide Privatization Fund
New Europe Fund
All-Asia Fund
Global Small Cap Fund
Strategic Balanced Fund
Balanced Shares
Income Builder Fund
Utility Income Fund
Growth & Income Fund
- --------------------------------------------------------------------------------
Information And Instructions
- --------------------------------------------------------------------------------
To Open Your New Alliance Account
Please complete the application and mail it to:
Alliance Fund Services, Inc., P.O. Box 1520, Secaucus, New Jersey 07096-1520
Signatures - Please Be Sure To Sign the Application (Section 7)
If shares are registered in the name of:
. an individual, the individual should sign.
. joint tenants, both should sign.
. a custodian for a minor, the custodian should sign.
. a corporation or other organization, an authorized officer should sign
(please indicate corporate office or title).
. a trustee or other fiduciary, the fiduciary or fiduciaries should sign
(please indicate capacity).
Registration
To ensure proper tax reporting to the IRS:
. Individuals, Joint Tenants and Gift/Transfer to a Minor:
- Indicate your name exactly as it appears on your social security card.
. Trust/Other:
- Indicate the name of the entity exactly as it appeared on the notice you
received from the IRS when your Employer Identification number was
assigned.
Please Note:
. Certain legal documents will be required from corporations or other
organizations, executors and trustees, or if a redemption is requested by
anyone other than the shareholder of record. If you have any questions
concerning a redemption, contact the Fund at the number below.
. In the case of redemptions or repurchases of shares recently purchased by
check, redemption proceeds will not be made available until the Fund is
reasonably assured that the check has cleared, normally up to 15 calendar
days following the purchase date.
If We Can Assist You In Any Way, Please Do Not Hesitate To Call Us At:
1-(800) 221-5672.
<PAGE>
- --------------------------------------------------------------------------------
Subscription Application
- --------------------------------------------------------------------------------
Alliance Stock Funds
(see instructions at the front of the application)
- --------------------------------------------------------------------------------
1. Your Account Registration (Please Print)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
[_] INDIVIDUAL OR JOINT ACCOUNT
---------------------------------------------------------------------------------------------------
Owner's Name (First Name) (MI) (Last Name)
- -
-------------------------------------------
Social Security Number (Required to open account)
---------------------------------------------------------------------------------------------------
Joint Owner's Name* (First Name) (MI) (Last Name)
*Joint Tenants with right of survivorship unless otherwise indicated
[_] GIFT/TRANSFER TO A MINOR
---------------------------------------------------------------------------------------------------
Custodian - One Name Only (First Name) (MI) (Last Name)
---------------------------------------------------------------------------------------------------
Minor (First Name) (MI) (Last Name)
- -
-------------------------------------------
Minor's Social Security Number (Required to open account)
Under the State of __________ (Minor's Residence) Uniform Gifts/Transfer to Minor's Act
[_] TRUST ACCOUNT
---------------------------------------------------------------------------------------------------
Name of Trustee
---------------------------------------------------------------------------------------------------
Name of Trust
---------------------------------------------------------------------------------------------------
Name of Trust (cont'd)
---------------------------------------------------------------------------------------------------
Trust Dated Tax ID or Social Security Number (Required to open account)
[_] OTHER
---------------------------------------------------------------------------------------------------
Name of Corporation, Partnership or other Entity
-------------------------------
Tax ID Number
</TABLE>
- --------------------------------------------------------------------------------
2. Address
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
---------------------------------------------------------------------------------------------------
Street
---------------------------------------------------------------------------------------------------
City State Zip Code
---------------------------------------------------------------------------------------------------
If Non-U.S., Specify Country
- - - -
--------------------------------- ---------------------------------
Daytime Phone Evening Phone
I am a: [_]U.S. Citizen [_]Non-Resident Alien [_]Resident Alien [_]Other
</TABLE>
+++ +++
+ +
For Alliance Use Only
+ +
+++ +++
<PAGE>
- --------------------------------------------------------------------------------
3. Initial Investment
- --------------------------------------------------------------------------------
Minimum: $250; Maximum: Class B only - $250,000; Class C only - $5,000,000.
Make all checks payable to The Alliance Stock Fund in which you are
investing.
I hereby subscribe for shares of the following Alliance Stock Fund(s):
<TABLE>
<CAPTION>
Class A Class B Class C
(Initial Sales Dollar (Contingent Deferred Dollar (Asset-based Dollar
Charge) Amount Sales Charge) Amount Sales Charge) Amount
---------------- --------------- -------------------- ------------ --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
[_]Alliance Fund [_](44) ___________ [_](43) ___________ [_](344) ___________
[_]Growth Fund [_](31) ___________ [_](01) ___________ [_](331) ___________
[_]Premier Growth Fund [_](78) ___________ [_](79) ___________ [_](378) ___________
[_]Counterpoint Fund [_](19) ___________ [_](219) ___________ [_](319) ___________
[_]Technology Fund [_](82) ___________ [_](282) ___________ [_](382) ___________
[_]Quasar Fund [_](26) ___________ [_](29) ___________ [_](326) ___________
[_]International Fund [_](40) ___________ [_](41) ___________ [_](340) ___________
[_]Worldwide Privatization Fund [_](112) ___________ [_](212) ___________ [_](312) ___________
[_]New Europe Fund [_](62) ___________ [_](58) ___________ [_](362) ___________
[_]All-Asia Fund [_](118) ___________ [_](218) ___________ [_](318) ___________
[_]Global Small Cap Fund [_](45) ___________ [_](48) ___________ [_](345) ___________
[_]Strategic Balanced Fund [_](32) ___________ [_](02) ___________ [_](332) ___________
[_]Balanced Shares [_](96) ___________ [_](75) ___________ [_](396) ___________
[_]Income Builder Fund [_](111) ___________ [_](211) ___________ [_](311) ___________
[_]Utility Income Fund [_](9) ___________ [_](209) ___________ [_](309) ___________
[_]Growth & Income Fund [_](94) [_](74) [_](394)
------------------------------------------------------
DEALER USE ONLY
to be purchased with the enclosed check or draft for $ __________ Wire Confirm No.:
-----------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
4. Reduced Charges (Class A Only)
- --------------------------------------------------------------------------------
If you, your spouse or minor children own shares in other Alliance funds, you
may be eligible for a reduced sales charge. Please list below any existing
accounts to be considered and complete the Right of Accumulation section or
the Statement of Intent section.
- ------------------------------------------ -----------------------------------
Fund Account Number
- ------------------------------------------ -----------------------------------
Fund Account Number
A. Right of Accumulation
[_]Please link the accounts listed above for Right of Accumulation privileges,
so that this and future purchases will receive any discount for which they
are eligible.
B. Statement of Intent
[_]I want to reduce my sales charge by agreeing to invest the following amount
over a 13-month period:
[_] $100,000 [_] $250,000 [_] $500,000 [_] $1,000,000
If the full amount indicated is not purchased within 13 months, I understand
an additional sales charge must be paid from my account.
- ------------------------------------------ ------------------------------------
Name on Account Account Number
- ------------------------------------------ ------------------------------------
Name on Account Account Number
- --------------------------------------------------------------------------------
5. Distribution Options
- --------------------------------------------------------------------------------
If no box is checked, all distributions will be reinvested in additional
shares of the Fund
Income Dividends: (elect one) [_] Reinvest dividends
[_] Pay dividends in cash
[_] Use Dividend Direction Plan
Capital Gains Distribution: (elect one) [_] Reinvest capital gains
[_] Pay capital gains in cash
[_] Use Dividend Direction Plan
If you elect to receive your income dividends or capital gains distributions
in cash, please enclose a preprinted voided check from the bank account you
wish to have your dividends deposited into.**
If you wish to utilize the Dividend Direction Plan, please designate the
Alliance account you wish to have your dividends reinvested in:
- --------------------------------------------------------------------------------
Fund Name Existing Account No.
Special Distribution Instructions: [_] Please pay my distributions via check
and send to the address indicated in
Section 2.
[_] Please mail my distributions to the
person and/or address designated below:
- -------------------------------------- ----------------------------------------
Name Address
- -------------------------------------- -------------------------- ------------
City State Zip
- --------------------------------------------------------------------------------
6. Shareholder Options
- --------------------------------------------------------------------------------
A. AUTOMATIC INVESTMENT PROGRAM (AIP) **
I hereby authorize Alliance Fund Services, Inc. to draw on my bank account, on
or about the ______ day of each month for a monthly investment in my Fund
account in the amount of $____________ (minimum $25 per month). Please attach
a preprinted voided check from the bank account you wish to use. NOTE: If your
bank is not a member of the NACHA, your Alliance account will be credited on
or about the 20th of each month.
The Fund requires signatures of bank account owners exactly as they appear
on bank records.
--------------------------------------------- -------------------------------
Individual Account Date
--------------------------------------------- -------------------------------
Joint Account Date
**Your bank must be a member of the National Automated Clearing House
Association (NACHA).
<PAGE>
B. TELEPHONE TRANSACTIONS
You can call our toll-free number 1-800-221-5672 and instruct Alliance
Fund Services, Inc. in a recorded conversation to purchase, redeem or
exchange shares for your account. Purchase and redemption requests will be
processed via electronic funds transfer (EFT) to and from your bank account.
Instructions: . Review the information in the Prospectus about telephone
transaction services.
. Check the box next to the telephone transaction service(s)
you desire.
. If you select the telephone purchase or redemption privilege,
you must write "VOID" across the face of a check from the
bank account you wish to use and attach it to this
application.
Purchases and Redemptions via EFT**
[_] I hereby authorize Alliance Fund Services, Inc. to effect the purchase
and/or redemption of Fund shares for my account according to my
telephone instructions or telephone instructions from my Broker/Agent,
and to withdraw money or credit money for such shares via EFT from the
bank account I have selected.
The fund requires signatures of bank account owners exactly as they
appear on bank records.
--------------------------------------------- -----------------------------
Individual Account Owner Date
--------------------------------------------- -----------------------------
Joint Account Owner Date
Telephone Exchanges and Redemptions by Check
Unless I have checked one or both boxes below, these privileges will
automatically apply, and by signing this application, I hereby authorize
Alliance Fund Services, Inc. to act on my telephone instructions, or on
telephone instructions from any person representing himself to be an
authorized employee of an investment dealer or agent requesting a redemption
or exchange on my behalf. (NOTE: Telephone exchanges may only be processed
between accounts that have identical registrations.) Telephone redemption
checks will only be mailed to the name and address of record; and the
address must have no change within the last 30 days. The maximum telephone
redemption amount is $50,000 per check. This service can be enacted once
every 30 days.
[_] I do not elect the telephone exchange service.
---
[_] I do not elect the telephone redemption by check service.
---
C. SYSTEMATIC WITHDRAWAL PLAN (SWP) **
In order to establish a SWP, an investor must own or purchase shares of the
Fund having a current net asset value of at least:
. $10,000 for monthly payments; . $5,000 for bi-monthly payments;
. $4,000 for quarterly or less frequent payments
[_] I authorize this service to begin in _________, 19__, for the amount
Month
of $_______________($50.00 minimum)
Frequency: (Please select one) [_] Monthly [_] Bi-Monthly [_] Quarterly
[_] Annually [_] In the months circled: J F M A M J J A S O N D
Please send payments to: (please select one)
[_] My checking account. Select the date of the month on or about which you
wish the EFT payments to be made: _______________. Please enclose a
preprinted voided check to ensure accuracy. EFT not available to Class B
shareowners other than retirement plans.
[_] My address of record designated in Section 2.
[_] The payee and address specified below:
-----------------------------------------------------------------------------
Name of Payee Address
-----------------------------------------------------------------------------
City State Zip
D. AUTO EXCHANGE
[_] I authorize Alliance Fund Services, Inc. to initiate a monthly exchange
for $____________ ($25.00 minimum) on the _________ day of the month,
into the Alliance Fund noted below:
Fund Name: ____________________________________
[_] Existing account number:___________________ [_] New account
Shares exchanged will be redeemed at net asset value computed on the date
of the month selected. (If the date selected is not a fund business day
the transaction will be processed on the next fund business day.)
Certificates must remain unissued.
- --------------------------------------------------------------------------------
7. Shareholder Authorization This section MUST be completed
- --------------------------------------------------------------------------------
I certify under penalty of perjury that the number shown in Section 1 of this
form is my correct tax identification number or social security number and
that I have not been notified that this account is subject to backup
withholding.
By selecting any of the above telephone privileges, I agree that neither the
Fund nor Alliance, Alliance Fund Distributors, Inc., Alliance Fund Services,
Inc. or other Fund Agent will be liable for any loss, injury, damage or expense
as a result of acting upon telephone instructions purporting to be on my behalf,
that the Fund reasonably believes to be genuine, and that neither the Fund nor
any such party will be responsible for the authenticity of such telephone
instructions. I understand that any or all of these privileges may be
discontinued by me or the Fund at any time. I understand and agree that the Fund
reserves the right to refuse any telephone instructions and that my investment
dealer or agent reserves the right to refuse to issue any telephone instructions
I may request.
For non-residents only: Under penalties of perjury, I certify that to the
best of my knowledge and belief, I qualify as a foreign person as indicated
in Section 2.
I am of legal age and capacity and have received and read the Prospectus and
agree to its terms.
- ---------------------------------------- ----------------
Signature Date
- ---------------------------------------- -------------- ----------------------
Signature Date Acceptance Date:
- --------------------------------------------------------------------------------
Dealer/Agent Authorization For selected Dealers or Agents ONLY.
- --------------------------------------------------------------------------------
We hereby authorize Alliance Fund Services, Inc. to act as our agent in
connection with transactions under this authorization form; and we guarantee
the signature(s) set forth in Section 7, as well as the legal capacity of the
shareholder.
Dealer/Agent Firm
-------------------------------------------------------------
Authorized Signature
----------------------------------------------------------
Representative First Name MI Last Name
---------------- ----- -----------------
Representative Number
---------------------------------------------------------
Branch Office Address
---------------------------------------------------------
City State Zip Code
---------------------- ---------------------- -------------
Branch Number Branch Phone ( )
--------------------- -------------------------------
** Your bank must be a member of the National
Automated Clearing House Association (NACHA). 50074GEN-EQTYApp
<PAGE>
ALLIANCE PREMIER GROWTH FUND, INC.
Form N-14
Part B - Statement of Additional Information
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
Acquisition of the assets of
Alliance Counterpoint Fund,
1345 Avenue of the Americas, New York, NY 10105,
Telephone (800) 733-8481,
by and in exchange for shares of
Alliance Premier Growth Fund, Inc.,
1345 Avenue of the Americas, New York, NY 10105,
Telephone (800) 221-5672.
This Statement of Additional Information relating
to the proposed transfer of the assets of Alliance
Counterpoint Fund ("Counterpoint Fund") to Alliance Premier
Growth Fund, Inc. ("Premier Growth Fund") in exchange for
shares of Premier Growth Fund (the "Transaction") consists
of this cover page and the following described documents,
each of which is attached hereto:
(1) Statement of Additional Information of Premier
Growth Fund dated February 1, 1995 (as amended
as of January 19, 1996) (the "Premier Growth
SAI").
(2) Report of Independent Accountants and
financial statements of Premier Growth Fund as
of November 30, 1995, contained in the Premier
Growth Fund SAI.
(3) Report of Independent Auditors and financial
statements of Counterpoint Fund as of
September 30, 1995.
(4) Unaudited pro forma combined financial
information as of November 30, 1995. The pro
forma financial statements give effect to the
Transaction as if it had occurred for the
periods presented.
This Statement of Additional Information is not a
prospectus. A Prospectus/Proxy Statement dated January 22,
1996 relating to the above referenced matter may be obtained
without charge by writing to Alliance Fund Services, Inc.,
P.O. Box 1520, Secaucus, New Jersey 07096, or by calling
Alliance Fund Services, Inc. toll-free at 1-800-221-5672.
This Statement of Additional Information relates to, and
should be read in conjunction with, such Prospectus/Proxy
Statement.
<PAGE>
This Statement of Additional Information is dated
January 22, 1996.
<PAGE>
ALLIANCE PREMIER GROWTH FUND, INC.
____________________________________________________________
P.O. Box 1520, Secaucus, New Jersey 07096-1520
Toll Free (800) 221-5672
For Literature: Toll Free (800) 227-4618
____________________________________________________________
STATEMENT OF ADDITIONAL INFORMATION
February 1, 1995 (as amended as of January 19, 1996)
____________________________________________________________
This Statement of Additional Information is not a prospectus but
supplements and should be read in conjunction with the Fund's
current Prospectus. Copies of such Prospectus may be obtained by
contacting Alliance Fund Services, Inc. at the address or the
"Literature" telephone number shown above.
TABLE OF CONTENTS
_________________
PAGE
____
Description of the Fund.......................... 2
Management of the Fund........................... 15
Expenses of the Fund............................. 22
Purchase of Shares............................... 26
Redemption and Repurchase of Shares.............. 41
Shareholder Services............................. 45
Net Asset Value.................................. 51
Dividends, Distributions and Taxes............... 52
Portfolio Transactions........................... 56
General Information.............................. 58
Report of Independent Accountants and
Financial Statement.............................. 62
Appendix A (Stock Index Futures)................. A-1
<PAGE>
(R): This registered service mark used under license from the
owner, Alliance Capital Management L.P.
<PAGE>
________________________________________________________________
DESCRIPTION OF THE FUND
_________________________________________________________________
Except as otherwise indicated, the investment policies
of the Alliance Premier Growth Fund, Inc. (the "Fund") are not
"fundamental policies" and may, therefore, be changed by the
Board of Directors without a shareholder vote. However, the Fund
will not change its investment policies without contemporaneous
written notice to its shareholders. In addition, the Fund's
investment objective may not be changed without shareholder
approval. There can be, of course, no assurance that the Fund
will achieve its investment objective.
Investment Objective
The Fund is a non-diversified, open-end management
investment company whose investment objective is to seek long-
term growth of capital by investing predominantly in the equity
securities (common stocks, securities convertible into common
stocks and rights and warrants to subscribe for or purchase
common stocks) of a limited number of large, carefully selected,
high-quality American companies that, in the judgment of Alliance
Capital Management L.P., the Fund's adviser (the "Adviser"), are
likely to achieve superior earnings growth. The Fund's
investments in the 25 of these companies most highly regarded at
any point in time by the Adviser will usually constitute
approximately 70% of the Fund's net assets. Normally,
approximately 40 companies will be represented in the Fund's
investment portfolio. The Fund thus differs from more typical
equity mutual funds by investing most of its assets in a
relatively small number of intensively researched companies. The
Fund is designed for the investor who seeks to accumulate capital
over a period of years with less volatility than that typically
associated with a more aggressive strategy of investment in
smaller companies.
How the Fund Pursues its Objective
As a matter of fundamental policy, the Fund will, under
normal circumstances, invest at least 85% of the value of its
total assets in the equity securities of American companies
(except when in a temporarily defensive position). The Fund
defines American companies to be entities (i) that are organized
under the laws of the United States and have their principal
office in the United States, and (ii) the equity securities of
which are traded principally in the United States securities
markets. This policy is deemed a "fundamental policy" within the
meaning of the Investment Company Act of 1940, as amended (the
"1940 Act"), and may not be changed without the approval of a
2
<PAGE>
majority of the Fund's outstanding voting securities. For this
purpose (and for the purpose of changing the Fund's investment
restrictions and approving the Fund's advisory agreement, each as
more fully described below), the approval of a majority of the
Fund's outstanding voting securities means the affirmative vote
of (i) 67% or more of the shares represented at a meeting at
which more than 50% of the outstanding shares are present in
person or by proxy, or (ii) more than 50% of the outstanding
shares, whichever is less.
Within the investment framework described herein, Alfred
Harrison, who heads the Adviser's "Large Cap Growth Group", is
ultimately responsible for the investment decisions for the Fund.
In managing the Fund's assets, the Adviser's investment strategy
emphasizes stock selection and investment in the securities of a
limited number of issuers. The Adviser depends heavily upon the
fundamental analysis and research of its large internal research
staff in making investment decisions for the Fund. The research
staff generally follows a primary research universe of
approximately 600 companies which are considered by the Adviser
to have strong management, superior industry positions, excellent
balance sheets and the ability to demonstrate superior earnings
growth. As one of the largest multi-national investment firms,
the Adviser has access to considerable information concerning all
of the companies followed, an in-depth understanding of the
products, services, markets and competition of these companies
and a good knowledge of the managements of most of the companies
in its research universe.
The Adviser's analysts prepare their own earnings
estimates and financial models for each company followed. While
each analyst has responsibility for following companies in one or
more identified sectors and/or industries, the lateral structure
of the Adviser's research organization and constant communication
among the analysts result in decision-making based on the
relative attractiveness of stocks among industry sectors. The
focus during this process is on the early recognition of change
on the premise that value is created through the dynamics of
changing company, industry and economic fundamentals. Research
emphasis is placed on the identification of companies whose
substantially above average prospective earnings growth is not
fully reflected in current market valuations.
The Adviser continually reviews its primary research
universe of approximately 600 companies to maintain a list of
favored securities, the "Adviser 100", considered by the Adviser
to have the most clearly superior earnings potential and
valuation attraction. The Adviser's concentration on a limited
universe of companies allows it to devote its extensive resources
to constant intensive research of these companies. Companies are
constantly added to and deleted from the Adviser 100 as
3
<PAGE>
fundamentals and valuations change. The Adviser's Large Cap
Growth Group, in turn, further refines, on a weekly basis, the
selection process for the Fund with each portfolio manager in the
Group selecting 25 such companies which appear to the manager
most attractive at current prices. These individual ratings are
then aggregated and ranked to produce a composite list of the 25
most highly regarded stocks, the "Favored 25". As noted above,
approximately 70% of the Fund's net assets will usually be
invested in the Favored 25 with the balance of the Fund's
investment portfolio consisting principally of other stocks in
the Adviser 100. Portfolio emphasis upon particular industries
or sectors is a by-product of the stock selection process rather
than the result of assigned targets or ranges.
In the management of the Fund's investment portfolio,
the Adviser will seek to utilize market volatility judiciously
(assuming no change in company fundamentals) to adjust the Fund's
portfolio positions. The Fund will strive to capitalize on
apparently unwarranted price fluctuations, both to purchase or
increase positions on weakness and to sell or reduce overpriced
holdings. Under normal circumstances, the Fund will remain
substantially fully invested in equity securities and will not
take significant cash positions for market timing purposes.
Rather, during a market decline, while adding to positions in
favored stocks, the Fund will tend to become somewhat more
aggressive, gradually reducing somewhat the number of companies
represented in the Fund's portfolio. Conversely, in rising
markets, while reducing or eliminating fully valued positions,
the Fund will tend to become somewhat more conservative,
gradually increasing somewhat the number of companies represented
in the Fund's portfolio. Through this "buying into declines" and
"selling into strength," the Adviser seeks to gain positive
returns in good markets while providing some measure of
protection in poor markets.
The Adviser expects the average weighted market
capitalization of companies represented in the Fund's portfolio
(i.e., the number of a company's shares outstanding multiplied by
the price per share) to normally be in the range of or exceed the
average weighted market capitalization of companies comprising
the Standard & Poor's 500 Composite Stock Price Index, a widely
recognized unmanaged index of market activity based upon the
aggregate performance of a selected portfolio of publicly traded
stocks, including monthly adjustments to reflect the reinvestment
of dividends and distributions. Investments will be made upon
their potential for capital appreciation. Because of the market
risks inherent in any investment, the selection of securities on
the basis of their appreciation possibilities cannot ensure
against possible loss in value, and there is, of course, no
assurance that the Fund's investment objective will be met.
4
<PAGE>
Additional Investment Policies and Practices
The following investment policies and restrictions
supplement those set forth above. Except as otherwise noted, the
Fund's investment policies described below are not designated
"fundamental policies" within the meaning of the 1940 Act and may
be changed by the Directors of the Fund without shareholder
approval. However, the Fund will not change its investment
policies without contemporaneous written notice to shareholders.
Convertible Securities. The Fund may invest in
convertible securities which include bonds, debentures, corporate
notes and preferred stocks that are convertible at a stated
exchange rate into common stock. Prior to their conversion,
convertible securities have the same general characteristics as
non-convertible debt securities which provide a stable stream of
income with generally higher yields than those of equity
securities of the same or similar issuers. As with all debt
securities, the market value of convertible securities tends to
decline as interest rates increase and, conversely, to increase
as interest rates decline. While convertible securities
generally offer lower interest or dividend yields than non-
convertible debt securities of similar quality, they do enable
the investor to benefit from increases in the market price of the
underlying common stock. When the market price of the common
stock underlying a convertible security increases, the price of
the convertible security increasingly reflects the value of the
underlying common stock and may rise accordingly. As the market
price of the underlying common stock declines, the convertible
security tends to trade increasingly on a yield basis, and thus
may not depreciate to the same extent as the underlying common
stock. Convertible securities rank senior to common stocks on an
issuer's capital structure. They are consequently of higher
quality and entail less risk than the issuer's common stock,
although the extent to which such risk is reduced depends in
large measure upon the degree to which the convertible security
sells above its value as a fixed income security. The Fund may
invest up to 20% of its net assets in the convertible securities
of companies whose common stocks are eligible for purchase by the
Fund under the investment policies described above.
Rights and Warrants. The Fund may invest up to 5% of
its net assets in rights or warrants which entitle the holder to
buy equity securities at a specific price for a specific period
of time, but will do so only if the equity securities themselves
are deemed appropriate by the Adviser for inclusion in the Fund's
portfolio. Rights and warrants may be considered more
speculative than certain other types of investments in that they
do not entitle a holder to dividends or voting rights with
respect to the securities which may be purchased nor do they
represent any rights in the assets of the issuing company. Also,
5
<PAGE>
the value of a right or warrant does not necessarily change with
the value of the underlying securities and a right or warrant
ceases to have value if it is not exercised prior to the
expiration date.
Foreign Securities. The Fund may invest up to 15% of
the value of its total assets in securities of foreign issuers
whose common stocks are eligible for purchase by the Fund under
the investment policies described above. Foreign securities
investments are affected by exchange control regulations as well
as by changes in governmental administration, economic or
monetary policy (in the United States and abroad) and changed
circumstances in dealings between nations. Currency exchange
rate movements will increase or reduce the U.S. dollar value of
the Fund's net assets and income attributable to foreign
securities. Costs are incurred in connection with the conversion
of currencies held by the Fund. There may be less publicly
available information about foreign issuers than about domestic
issuers, and foreign issuers may not be subject to accounting,
auditing and financial reporting standards and requirements
comparable to those of domestic issuers. Securities of some
foreign issuers are less liquid and more volatile than securities
of comparable domestic issuers, and foreign brokerage commissions
are generally higher than in the United States. Foreign
securities markets may also be less liquid, more volatile, and
less subject to governmental supervision than in the United
States. Investments in foreign countries could be affected by
other factors not present in the United States, including
expropriation, confiscatory taxation and potential difficulties
in enforcing contractual obligations.
Illiquid Securities. The Fund will not maintain more
than 15% of its net assets in illiquid securities. For this
purpose, illiquid securities include, among others, direct
placements or other securities which are subject to legal or
contractual restrictions on resale or for which there is no
readily available market (e.g., trading in the security is
suspended or, in the case of unlisted securities, market makers
do not exist or will not entertain bids or offers).
Historically, illiquid securities have included
securities subject to contractual or legal restrictions on resale
because they have not been registered under the Securities Act of
1933, as amended (the "Securities Act") and securities which are
otherwise not readily marketable. Securities which have not been
registered under the Securities Act are referred to as private
placements or restricted securities and are purchased directly
from the issuer or in the secondary market. Mutual funds do not
typically hold a significant amount of these restricted or other
illiquid securities because of the potential for delays on resale
and uncertainty in valuation. Limitations on resale may have an
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adverse effect on the marketability of portfolio securities and a
mutual fund might be unable to dispose of restricted or other
illiquid securities promptly or at reasonable prices and might
thereby experience difficulty satisfying redemptions within seven
days. A mutual fund might also have to register such restricted
securities in order to dispose of them, resulting in additional
expense and delay. Adverse market conditions could impede such a
public offering of securities.
In recent years, however, a large institutional market
has developed for certain securities that are not registered
under the Securities Act, including foreign securities.
Institutional investors depend on an efficient institutional
market in which the unregistered security can be readily resold
or on an issuer's ability to honor a demand for repayment. The
fact that there are contractual or legal restrictions on resale
to the general public or to certain institutions may not be
indicative of the liquidity of such investments.
The Fund may invest up to 5% of its net assets (taken at
market value) in restricted securities issued under Section 4(2)
of the Securities Act, which exempts from registration
"transactions by an issuer not involving any public offering."
Section 4(2) instruments are restricted in the sense that they
can only be resold through the issuing dealers to institutional
investors and in private transactions; they cannot be resold to
the general public without registration.
Rule 144A under the Securities Act allows a broader
institutional trading market for securities otherwise subject to
restriction on resale to the general public. Rule 144A
establishes a "safe harbor" from the registration requirements of
the Securities Act for resales of certain securities to qualified
institutional buyers. An insufficient number of qualified
institutional buyers interested in purchasing certain restricted
securities held by the Fund, however, could affect adversely the
marketability of such portfolio securities and the Fund might be
unable to dispose of such securities promptly or at reasonable
prices. Rule 144A has already produced enhanced liquidity for
many restricted securities, and market liquidity for such
securities may continue to expand as a result of this regulation
and the consequent inception of the PORTAL System, which is an
automated system for the trading, clearance and settlement of
unregistered securities of domestic and foreign issuers sponsored
by the National Association of Securities Dealers, Inc.
The Fund's Adviser, acting under the supervision of the
Board of Directors, will monitor the liquidity of restricted
securities in the Fund's portfolio that are eligible for resale
pursuant to Rule 144A. In reaching liquidity decisions, the
Fund's Adviser will consider, among others, the following
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<PAGE>
factors: (1) the frequency of trades and quotes for the security;
(2) the number of dealers making quotations to purchase or sell
the security; (3) the number of other potential purchasers of the
security; (4) the number of dealers undertaking to make a market
in the security; (5) the nature of the security (including its
unregistered nature) and the nature of the marketplace for the
security (e.g., the time needed to dispose of the security, the
method of soliciting offers and the mechanics of the transfer);
and (6) any applicable Securities and Exchange Commission
interpretation or position with respect to such type of
securities.
General. When business or financial conditions warrant,
the Fund may assume a temporary defensive position and invest in
high-grade short-term fixed-income securities, which may include
U.S. Government securities, or hold its assets in cash.
Non-Diversified Status. The Fund is a "non-diversified"
investment company, which means the Fund is not limited in the
proportion of its assets that may be invested in the securities
of a single issuer. However, the Fund intends to conduct its
operations so as to qualify as a "regulated investment company"
for purposes of Internal Revenue Code of 1986, as amended (the
"Code"), which will relieve the Fund of any liability for Federal
income tax to the extent its earnings are distributed to
shareholders. See "Dividends, Distributions and Taxes." To so
qualify, among other requirements, the Fund will limit its
investments so that, at the close of each quarter of the taxable
year (i) not more than 25% of the market value of the Fund's
total assets will be invested in the securities of a single
issuer and (ii) with respect to 50% of the market value of its
total assets, not more than 5% of the market value of its total
assets will be invested in the securities of a single issuer, and
the Fund will not own more than 10% of the outstanding voting
securities of a single issuer. Because the Fund, as a non-
diversified investment company, may invest in a smaller number of
individual issuers than a diversified investment company, an
investment in the Fund may, under certain circumstances, present
greater risk to an investor than an investment in a diversified
company.
Other Investment Practices
While the Fund does not anticipate utilizing them on a
regular basis, the Fund may from time to time employ the
following investment practices.
Puts and Calls. The Fund may write exchange-traded call
options on common stocks, for which it will receive a purchase
premium from the buyer, and may purchase and sell exchange-traded
call and put options on common stocks written by others or
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combinations thereof. The Fund will not write put options.
Writing, purchasing and selling call options are highly
specialized activities and entail greater than ordinary
investment risks. A call option gives the purchaser of the
option, in exchange for paying the writer a premium, the right to
call upon the writer to deliver a specified number of shares of a
specified stock on or before a fixed date, at a predetermined
price. A put option gives the buyer of the option, in exchange
for paying the writer a premium, the right to deliver a specified
number of shares of a stock to the writer of the option on or
before a fixed date at a predetermined price.
The writing of call options will, therefore, involve a
potential loss of opportunity to sell securities at higher
prices. In exchange for the premium received, the writer of a
fully collateralized call option assumes the full downside risk
of the securities subject to such option. In addition, the
writer of the call gives up the gain possibility of the stock
protecting the call. Generally, the opportunity for profit from
the writing of options is higher, and consequently the risks are
greater when the stocks involved are lower priced or volatile, or
both. While an option that has been written is in force, the
maximum profit that may be derived from the optioned stock is the
premium less brokerage commissions and fees. The Fund will not
sell a call written by it unless the Fund at all times during the
option period owns either (a) the optioned securities or has an
absolute and immediate right to acquire that security without
additional cash consideration (or for additional cash
consideration held in a segregated account by its custodian) upon
conversion or exchange of other securities held in its portfolio
or (b) a call option on the same security and in the same
principal amount as the call written where the exercise price of
the call held (i) is equal to or less than the exercise price of
the call written or (ii) is greater than the exercise price of
the call written if the difference is maintained by the Fund in
cash or U.S. Government securities or other liquid high-quality
debt securities in a segregated account with its Custodian.
Premiums received by the Fund in connection with writing
call options will vary widely depending primarily on supply and
demand. Commissions, stock transfer taxes and other expenses of
the Fund must be deducted from such premium receipts. Calls
written by the Fund will ordinarily be sold either on a national
securities exchange or through put and call dealers, most, if not
all, of whom are members of a national securities exchange on
which options are traded, and will in such cases be endorsed or
guaranteed by a member of a national securities exchange or
qualified broker-dealer, which may be Donaldson, Lufkin &
Jenrette Securities Corporation, an affiliate of the Adviser.
The endorsing or guaranteeing firm requires that the option
writer (in this case the Fund) maintain a margin account
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<PAGE>
containing either corresponding stock or other equity as required
by the endorsing or guaranteeing firm.
The Fund will not sell a call option written by it if,
as a result of the sale, the aggregate of the Fund's portfolio
securities subject to outstanding call options (valued at the
lower of the option price or market value of such securities)
would exceed 15% of the Fund's total assets.
In buying a call, the Fund would be in a position to
realize a gain if, during the option period, the price of the
shares increased by an amount in excess of the premium paid and
commissions payable on exercise. It would realize a loss if the
price of the security declined or remained the same or did not
increase during the period by more than the amount of the premium
and commissions payable on exercise. By buying a put, the Fund
would be in a position to realize a gain if, during the option
period, the price of the shares declined by an amount in excess
of the premium paid and commissions payable on exercise. It
would realize a loss if the price of the security increased or
remained the same or did not decrease during that period by more
than the amount of the premium and commissions payable on
exercise. In addition, the Fund could realize a gain or loss on
such options by selling them.
As noted above, the Fund may also purchase and sell call
and put options written by others or combinations thereof, but
the aggregate cost of all outstanding options purchased and held
by the Fund, including options on market indices as described
below, will at no time exceed 10% of the Fund's total assets. If
an option is not sold and expires without being exercised, the
Fund would suffer a loss in the amount of the premium paid by the
Fund for the option.
Options on Market Indices. The Fund may purchase and
sell exchange-traded index options. An option on a securities
index is similar to an option on a security except that, rather
than the right to take or make delivery of a security at a
specified price, an option on a securities index gives the holder
the right to receive, upon exercise of the option, an amount of
cash if the closing level of the chosen index is greater than (in
the case of a call) or less than (in the case of a put) the
exercise price of the option.
Through the purchase of listed index options, the Fund
could achieve many of the same objectives as through the use of
options on individual securities. Price movements in the Fund's
portfolio securities probably will not correlate perfectly with
movements in the level of the index and, therefore, the Fund
would bear a risk of loss on index options purchased by it if
favorable price movements of the hedged portfolio securities do
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<PAGE>
not equal or exceed losses on the options or if adverse price
movements of the hedged portfolio securities are greater than
gains realized from the options.
Stock Index Futures. The Fund may purchase and sell
stock index futures contracts. A stock index assigns relative
values to the common stocks comprising the index. A stock index
futures contract is a bilateral agreement pursuant to which two
parties agree to take or make delivery of an amount of cash equal
to a specified dollar amount multiplied by the difference between
the stock index value at the close of the last trading day of the
contract and the price at which the futures contract is
originally struck. No physical delivery of the underlying stocks
in the index is made. The Fund will not purchase and sell
options on stock index futures contracts.
The Fund may not purchase or sell a stock index future
if, immediately thereafter, more than 30% of its total assets
would be hedged by stock index futures. In connection with its
purchase of stock index futures contracts the Fund will deposit
in a segregated account with the Fund's custodian an amount of
cash, U.S. Government securities or other liquid high-quality
debt securities equal to the market value of the futures
contracts less any amounts maintained in a margin account with
the Fund's broker. The Fund may not purchase or sell a stock
index future if, immediately thereafter, the sum of the amount of
margin deposits on the Fund's existing futures positions would
exceed 5% of the market value of the Fund's total assets.
For a more detailed description of stock index futures
contracts, see Appendix A.
General. The successful use of the foregoing investment
practices, which may be used as a hedge against changes in the
values of securities resulting from market conditions, draws upon
the Adviser's special skills and experience with respect to such
instruments and usually depends on the Adviser's ability to
forecast movements of specific securities or stock indices
correctly. Should these securities or indices move in an
unexpected manner, the Fund may not achieve the anticipated
benefits of options and stock index futures contracts or may
realize losses and, thus, be in a worse position than if such
strategies had not been used. In addition, the correlation
between movements in the prices of such instruments and movements
in the price of securities being hedged or used for cover will
not be perfect and could produce unanticipated losses. The
Fund's ability to dispose of its position in options and stock
index futures will depend on the availability of liquid markets
in these instruments. No assurance can be given that the Fund
will be able to close a particular option or stock index futures
position. Also, the Fund's ability to engage in options and
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<PAGE>
stock index futures transactions may be limited by tax
considerations. See "Dividends, Distributions and Taxes."
Portfolio Turnover. The Fund's investment policies as
described above (see "Investment Objective" and "How the Fund
Pursues its Objective") are based on the Adviser's assessment of
fundamentals in the context of changing market valuations. They
may therefore involve frequent purchases and sales of shares of a
particular issuer as well as the replacement of securities.
While it is anticipated that the Fund's annual portfolio turnover
rate will not normally exceed 100%, it could, under some
conditions, exceed 100%. A 100% annual turnover rate would occur,
for example, if all of the stocks in the Fund's portfolio were
replaced once in a period of one year. The Fund expects that
more of its portfolio turnover will be attributable to increases
and decreases in the size of particular portfolio positions
rather than to the complete elimination of a particular issuer's
securities from the Fund's portfolio. A high portfolio turnover
rate will cause the Fund to realize short-term capital gains or
losses on the sale of certain securities and correspondingly
greater brokerage commission expenses than would a lower rate,
which expenses must be borne by the Fund and its shareholders.
The annual portfolio turnover rate of securities of the Fund for
the fiscal years ended November 30, 1994 and 1995 were 98% and
114%, respectively. See "Dividends, Distributions and Taxes".
Fundamental Investment Policies
The following restrictions may not be changed without a
vote of a majority of the Fund's outstanding voting securities.
As a matter of fundamental policy, the Fund may not:
(a) purchase more than 10% of the outstanding
voting securities of any one issuer;
(b) invest 25% or more of the value of its total
assets in the same industry except that this restriction
does not apply to securities issued or guaranteed by the
U.S. Government, its agencies and instrumentalities;
(c) borrow money or issue senior securities 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;
(d) pledge, mortgage, hypothecate or otherwise
encumber any of its assets except in connection with the
writing of call options and except to secure permitted
borrowings;
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(e) invest in the securities of any issuer which
has a record of less than three years of
continuous operation (including the operation of any
predecessor) if the investment at the time thereof would
cause more than 10% of the value of the total assets of
the Fund to be invested in the securities of such issuer
or issuers;
(f) make loans except through the purchase of debt
obligations in accordance with its investment objective
and policies;
(g) participate on a joint or joint and several
basis in any securities trading account;
(h) invest in companies for the purpose of
exercising control;
(i) write put options;
(j) purchase the securities of any other
investment company or investment trust, except when such
purchase is part of a merger, consolidation or
acquisition of assets; or
(k)(i) purchase or sell real estate except that it
may purchase and sell securities of companies which deal
in real estate or interests therein, (ii) purchase or
sell commodities or commodity contracts (other than
stock index futures contracts), (iii) invest in
interests in oil, gas, or other mineral exploration or
development programs, except that it may purchase and
sell securities of companies that deal in oil, gas or
other mineral exploration or development programs,
(iv) make short sales of securities or purchase
securities on margin except for such short-term credits
as may be necessary for the clearance of transactions,
or (v) act as an underwriter of securities, except that
the Fund may acquire restricted securities or securities
in private placements under circumstances in which, if
such securities were sold, the Fund might be deemed to
be an underwriter within the meaning of the Securities
Act of 1933.
In addition, the Fund has undertaken with the Securities
Administrators of certain states where the Fund's Shares are sold
not to purchase the securities of any company that has a record
of less than three years of continuous operation (including that
of predecessors) if such purchase at the time thereof would cause
more than 5% of its total assets, taken at current value, to be
invested in the securities of such companies, that it will not
purchase puts, calls, straddles, spreads and any combination
13
<PAGE>
thereof if by reason thereof the value of its aggregate
investment in such classes of securities will exceed 5% of its
total assets, it will not engage in options in the over-the-
counter market if such options are available on an exchange, it
will only transact in over-the-counter options with major
broker/dealer and financial institutions whom the Fund's Adviser
considers creditworthy, it will only engage in options which are
liquid and readily marketable, i.e., the market will be of
sufficient depth and liquidity so as not to create undue risk,
the aggregate premiums paid on all options which are held at any
time do not exceed 20% of the company's total net assets, the
Fund prohibits the purchase or retention of the securities of any
issuer if its officers, Directors or Advisors owning beneficially
more than one-half of one percent of the securities of each
issuer together own beneficially more than five percent of such
securities, any securities transaction effected through an
affiliated Broker-Dealer will be fair and reasonable in
compliance with Rule 17e-1 under the 1940 Act, the Fund will not
purchase illiquid securities if immediately after such investment
more than 10% of the Fund's net assets (taken at market value
would be so invested) and that special meetings of stockholders
for any purpose may be called by 10% of its outstanding
shareholders. The Fund will not invest in warrants if such
warrants valued at the lower of cost or market would exceed 5% of
the value of the Fund's net assets. Included within such amount,
but not to exceed 2% of the Fund's net assets, may be warrants
which are not listed on the New York Stock Exchange or the
American Stock Exchange. Warrants acquired by the Fund in units
or attached to securities may be deemed to be without value. The
Fund will not invest in real estate partnerships and will not
invest in mineral leases.
Whenever any investment restriction states a maximum
percentage of the Fund's assets which may be invested in any
security or other asset, it is intended that such maximum
percentage limitation be determined immediately after and as a
result of the Fund's acquisition of such securities or other
assets. Accordingly, any later increase or decrease in
percentage beyond the specified limitation resulting from a
change in values or net assets will not be considered a
violation.
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MANAGEMENT OF THE FUND
Manager
Alliance Capital Management L.P., a New York Stock
Exchange listed company with principal offices at 1345 Avenue of
the Americas, New York, New York 10105, has been retained under
an investment advisory agreement (the "Advisory Agreement") to
provide investment advice and, in general, to conduct the
management and investment program of the Fund under the
supervision and control of the Fund's Board of Directors.
The Adviser is a leading international investment
manager supervising client accounts with assets as of
September 30, 1995 of more than $140 billion (of which more than
$47 billion represented the assets of investment companies). The
Adviser's clients are primarily major corporate employee benefit
funds, public employee retirement systems, investment companies,
foundations and endowment funds and included, as of September 30,
1995, 29 of the FORTUNE 100 Companies. As of that date, the
Adviser and its subsidiaries employed approximately 1,350
employees who operated out of domestic offices and the overseas
offices of subsidiaries in Bombay, Istanbul, London, Sydney,
Tokyo, Toronto, Bahrain, Luxembourg and Singapore. The 51
registered investment companies comprising 106 separate
investment portfolios managed by the Adviser currently have more
than two million shareholders.
Alliance Capital Management Corporation, the sole
general partner of, and the owner of a 1% general partnership
interest in, the Adviser, is an indirect wholly-owned subsidiary
of The Equitable Life Assurance Society of the United States
("Equitable"), one of the largest life insurance companies in the
United States and a wholly-owned subsidiary of The Equitable
Companies Incorporated ("ECI"), a holding company controlled by
AXA, a French insurance holding company. As of June 30, 1995,
ACMC, Inc. and Equitable Capital Management Corporation, each a
wholly-owned direct or indirect subsidiary of Equitable, together
with Equitable, owned in the aggregate approximately 59% of the
issued and outstanding units representing assignments of
beneficial ownership of limited partnership interests in the
Adviser ("Units"). As of June 30, 1995, approximately 33% and 8%
of the Units were owned by the public and employees of the
Adviser and its subsidiaries, respectively, including employees
of the Adviser who serve as Directors of the Fund.
AXA owns approximately 60% of the outstanding voting
shares of common stock of ECI. AXA is the holding company for an
15
<PAGE>
international group of insurance and related financial services
companies. AXA's insurance operations are comprised of
activities in life insurance, property and casualty insurance and
reinsurance. The insurance operations are diverse geographically
with activities in France, the United States, the United Kingdom,
Canada and other countries, principally in Europe. AXA is also
engaged in asset management, investment banking and brokerage,
real estate and other financial services activities in the United
States and Europe. Based on information provided by AXA, as of
January 1, 1995, 42.3% of the issued shares (representing 54.7%
of the voting power) of AXA were owned by Midi Participations, a
French corporation that is a holding company. The voting shares
of Midi Participations are in turn owned 60% by Finaxa, a French
corporation that is a holding company, and 40% by subsidiaries of
Assicurazioni Generali S.p.A., an Italian corporation (one of
which, Belgica Insurance Holding S.A., a Belgian corporation,
owned 34.1%). As of January 1, 1995, 62.1% of the issued shares
(representing 75.7% of the voting power) of Finaxa were owned by
five French mutual insurance companies (the "Mutuelles AXA") (one
of which, AXA Assurances I.A.R.D. Mutuelle, owned 31.8% of the
issued shares) (representing 39.0% of the voting power), and
26.5% of the issued shares (representing 16.6% of the voting
power) of Finaxa were owned by Banque Paribas, a French bank.
Including the shares owned by Midi Participations, as of January
1, 1995, the Mutuelles AXA directly or indirectly owned 51.3% of
the issued shares (representing 65.8% of the voting power) of
AXA. In addition, certain subsidiaries of AXA own 0.4% of the
shares of AXA which are not entitled to be voted. Acting as a
group, the Mutuelles AXA control AXA, Midi Participations and
Finaxa.
Under the Advisory Agreement, the Adviser furnishes
advice and recommendations with respect to the Fund's portfolio
of securities and investments and provides persons satisfactory
to the Board of Directors to act as officers and employees of the
Fund. Such officers and employees may be employees of the Adviser
or its affiliates.
The Adviser is, under the Advisory Agreement,
responsible for certain expenses incurred by the Fund, including,
for example, office facilities and certain administrative
services, and any expenses incurred in promoting the sale of Fund
shares (other than the portion of the promotional expenses borne
by the Fund in accordance with an effective plan pursuant to Rule
12b-1 under the 1940 Act, and the costs of printing Fund
prospectuses and other reports to shareholders and fees related
to registration with the Securities and Exchange Commission and
with state regulatory authorities).
The Fund has, under the Advisory Agreement, assumed the
obligation for payment of all of its other expenses. As to the
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<PAGE>
obtaining of services other than those specifically provided to
the Fund by the Adviser, the Fund may utilize personnel employed
by the Adviser or by affiliates of the Adviser. The Fund may
employ its own personnel or contract for services to be performed
by third parties.
For the services rendered by the Adviser under the
Advisory Agreement, the Fund pays the Adviser at an annualized
rate of 1% of the average daily value of the Fund's net assets.
The fee is accrued daily and paid monthly. This fee is higher
than that paid by most other investment companies, however, the
Adviser believes the fee is comparable to that paid by other
open-end investment companies of similar size and investment
orientation. For the fiscal years ended November 30, 1995, 1994
and 1993, the Adviser received from the Fund advisory fees of
$2,261,352, $1,960,567 and $1,398,526, respectively.
The Advisory Agreement provides that the Adviser will
refund to the Fund the amount by which net expenses (excluding
interest, taxes, brokerage, distribution service fees paid in
accordance with an effective plan pursuant to Rule 12b-1 under
the 1940 Act and extraordinary expenses, all to the extent
permitted by applicable state securities laws and regulations)
incurred in any fiscal year of the Fund exceed a ratio of
expenses to average net assets permitted by certain states in
which the shares of the Fund are sold. The Fund may not qualify
its shares for sale in every state. The Fund believes that at
present the most restrictive state expense ratio limitation
imposed by any state in which the Fund has qualified its shares
for sale is 2.5% of the first $30 million of the mutual fund's
average net assets, 2.0% of the next $70 million of its average
net assets and 1.5% of its average net assets in excess of $100
million. Expense reimbursements, if any, are accrued daily and
paid monthly.
The Advisory Agreement became effective on September 17,
1992, having been approved by the unanimous vote, cast in person,
of the Fund's Directors (including the Directors who are not
parties to the Advisory Agreement or interested persons of any
such party as defined by the 1940 Act) at a meeting called for
that purpose held on July 21, 1992, and by the initial holder of
Class A shares and Class B shares of the Fund on August 6, 1992.
The Advisory Agreement remains in effect for successive
twelve-month periods computed from each August 1, provided that
such continuance is specifically approved at least annually by a
vote of a majority of the Fund's outstanding voting securities or
by the Fund's Board of Directors, including in either case
approval by a majority of the Directors who are not parties to
the Advisory Agreement or interested persons of any such party as
defined by the 1940 Act, of any such party at a meeting in person
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<PAGE>
called for the purpose of voting on such matter. Most recently,
continuance of the Advisory Agreement was approved for the period
ending July 31, 1996 by the Board of Directors, including a
majority of the Directors who are not "interested persons" as
defined in the 1940 Act, at their Regular Meeting held on
July 18, 1995.
The Advisory Agreement is terminable without penalty by
a vote of a majority of the Fund's outstanding voting securities
or by a vote of a majority of the Fund's Directors on 60 days'
written notice, or by the Adviser on 60 days' written notice, and
will automatically terminate in the event of its assignment. The
Advisory Agreement provides that in the absence of willful
misfeasance, bad faith or gross negligence on the part of the
Adviser, or of reckless disregard of its obligations thereunder,
the Adviser shall not be liable for any action or failure to act
in accordance with its duties thereunder.
Certain other clients of the Adviser may have investment
objectives and policies similar to those of the Fund. The
Adviser may, from time to time, make recommendations which result
in the purchase or sale of a particular security by its other
clients simultaneously with the Fund. If transactions on behalf
of more than one client during the same period increase the
demand for securities being purchased or the supply of securities
being sold, there may be an adverse effect on price or quantity.
It is the policy of the Adviser to allocate advisory
recommendations and the placing of orders in a manner which is
deemed equitable by the Adviser to the accounts involved,
including the Fund. When two or more of the clients of the
Adviser (including the Fund) are purchasing or selling the same
security on a given day from the same broker-dealer, such
transactions may be averaged as to price.
The Adviser may act as an investment adviser to other
persons, firms or corporations, including investment companies,
and is investment adviser to the following registered investment
companies: ACM Institutional Reserves, Inc., AFD Exchange
Reserves, Inc., The Alliance Fund, Alliance All-Asia Investment
Fund, Inc., Alliance Balanced Shares, Inc., Alliance Bond Fund,
Inc., Alliance Capital Reserves, Alliance Counterpoint Fund,
Alliance Developing Markets Fund, Inc., Alliance Global Dollar
Government Fund, Inc., Alliance Global Small Cap Fund, Inc.,
Alliance Global Strategic Income Trust, Inc., Alliance Government
Reserves, Alliance Growth and Income Fund, Inc., Alliance Income
Builder Fund, Inc., Alliance International Fund, Alliance Money
Market Fund, Alliance Mortgage Securities Income Fund, Inc.,
Alliance Mortgage Strategy Trust, Inc., Alliance Multi-Market
Strategy Trust, Inc., Alliance Municipal Income Fund, Inc.,
Alliance Municipal Income Fund II, Alliance Municipal Trust,
Alliance New Europe Fund, Inc., Alliance North American
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<PAGE>
Government Income Trust, Inc., Alliance Premier Growth Fund,
Inc., Alliance Quasar Fund, Inc., Alliance Short-Term Multi-
Market Trust, Inc., Alliance Technology Fund, Inc., Alliance
Utility Income Fund, Inc., Alliance Variable Products Series
Fund, Inc., Alliance World Income Trust, Inc., Alliance Worldwide
Privatization Fund, Inc., The Alliance Portfolios, Fiduciary
Management Associates and The Hudson River Trust, all registered
open-end investment companies; and to ACM Government Income Fund,
Inc., ACM Government Securities Fund, Inc., ACM Government
Spectrum Fund, Inc., ACM Government Opportunity Fund, Inc., ACM
Managed Income Fund, Inc., ACM Managed Dollar Income Fund, Inc.,
ACM Municipal Securities Income Fund, Inc., Alliance All-Market
Advantage Fund, Inc., Alliance Global Environment Fund, Inc.,
Alliance World Dollar Government Fund, Inc., Alliance World
Dollar Government Fund II, Inc., The Austria Fund, Inc., The
Korean Investment Fund, Inc., The Southern Africa Fund, Inc. and
The Spain Fund, Inc., all closed-end investment companies.
Directors and Officers
The Directors and principal officers of the Fund, their
ages and their primary occupations during the past five years are
set forth below. Unless otherwise specified, the address of each
such person is 1345 Avenue of the Americas, New York, New York
10105.
Directors
JOHN D. CARIFA1 , 50, Chairman and President of the
Fund, is the President and Chief Operating Officer, the Chief
Financial Officer and a Director of ACMC, with which he has been
associated since prior to 1991.
RUTH BLOCK, 64, was formerly Executive Vice President
and the Chief Insurance Officer of Equitable. She is a Director
of Ecolab Incorporated (specialty chemicals) and Amoco
Corporation (oil and gas) with which she has been associated
since prior to 1991. Her address is P. O. Box 4653, Stamford,
Connecticut 06903.
DAVID H. DIEVLER, 65, was formerly Chairman and
President of the Fund and a Senior Vice President of ACMC, with
which he had been associated since prior to 1991 through 1994.
He is currently an independent consultant. His address is P.O.
Box 167, Spring Lake, New Jersey 07762.
____________________
1. An "interested person" of the Fund as defined in the 1940
Act.
19
<PAGE>
JOHN H. DOBKIN, 53, has been the President of Historic
Hudson Valley (historic preservation) since 1991. He was
formerly Director of the National Academy of Design. From 1987
to 1992 he was a Director of ACMC. His address is 105 West 55th
Street, New York, New York 10019.
WILLIAM H. FOULK, JR., 62, was formerly Senior Manager
of Barrett Associates, Inc., a registered investment adviser
since 1986. He was President of Competrol (BVI) Limited and
Crescent Diversified Limited (private investments), since prior
to 1991. His address is 2 Hekma Road, Greenwich, Connecticut
06831.
DR. JAMES M. HESTER, 71, is President of the Harry Frank
Guggenheim Foundation and a Director of Union Carbide Corporation
with which he has been associated since prior to 1991. He was
formerly President of New York University and The New York
Botanical Garden and Rector of the United Nations University.
His address is 45 East 89th Street, New York, New York 10128.
CLIFFORD L. MICHEL, 56, is a partner in the law firm of
Cahill Gordon & Reindel with which he has been associated since
prior to 1991. He is Chief Executive Officer of Wenonah
Development Company (investments) and a Director of Placer Dome,
Inc. and Faber-Castell Corporation (writing instruments). His
address is St. Bernard's Road, Gladstone, New Jersey 07934.
ROBERT C. WHITE, 74, is an independent consultant. For
nine years ending in 1994, he was Vice President and Chief
Financial Officer of the Howard Hughes Medical Institute. Prior
thereto, he was Assistant Treasurer of Ford Motor Company. His
address is 30835 River Crossing, Bingham Farms, Michigan 48025.
Officers
JOHN D. CARIFA, Chairman and President, see Biography,
above.
ALFRED HARRISON, Executive Vice President, 57, is Vice
Chairman of the Board of ACMC, with which he has been associated
since prior to 1991.
THOMAS BARDONG, Vice President, 50, is a Senior Vice
President of ACMC, with which he has been associated since prior
to 1991.
JAMES G. REILLY, Vice President, 33, is a Vice President
of ACMC, with which he has been associated since prior to 1991.
20
<PAGE>
EDMUND P. BERGAN, JR., Secretary, 44, is a Senior Vice
President and General Counsel of Alliance Fund Distributors and
Alliance Fund Services, Inc. and Vice President and
Assistant General Counsel of ACMC, with which he has been
associated since prior to 1991.
MARK D. GERSTEN, Treasurer and Chief Financial Officer,
44, is a Senior Vice President of Alliance Fund Services, Inc.
with which he has been associated since prior to 1991.
PATRICK J. FARRELL, Controller, 35, is Vice President of
Alliance Fund Services, Inc., with which he has been associated
since prior to 1991.
DOMENICK PUGLIESE, Assistant Secretary, 34, is a Vice
President and Assistant General Counsel of Alliance Fund
Services, Inc. with which he has been associated since May 1995.
Previously, he was Vice President and Counsel of Concord Holding
Corporation since 1994, Vice President and Associate General
Counsel of Prudential Securities since 1991 and an associate with
Battle Fowler, since prior to 1991.
ANDREW L. GANGOLF, Assistant Secretary, 40, has been
Vice President and Assistant General Counsel of Alliance Fund
Distributors, Inc. since January 1995. Prior thereto, since
October 1992, he was Vice President and Assistant Secretary of
Delaware Management Co., Inc. Prior thereto, he was Vice
President and Counsel of Equitable.
EMILIE D. WRAPP, Assistant Secretary, 39, is Special
Counsel of ACMC, with which she has been associated since prior
to 1991.
JOSEPH J. MANTINEO, Assistant Controller, 36, has been a
Vice President of Alliance Fund Services, Inc. since prior to
1991.
MELVIN OLIVER, Assistant Controller, 37, has been a
Manager, Mutual Funds, Alliance Fund Services, Inc. since prior
to 1991.
The aggregate compensation paid by the Fund to each of
the Directors during its fiscal year ended November 30, 1995, the
aggregate compensation paid to each of the Directors during
calendar year 1995 by all of the funds to which the
Adviserprovides investment advisory services (collectively, the
"Alliance Fund Complex") and the total number of registered
investment companies in the Alliance Fund Complex with respect to
which each of the Directors serves as a director or trustee, are
set forth below. Neither the Fund nor any other fund in the
Alliance Fund Complex provides compensation in the form of
21
<PAGE>
pension or retirement benefits to any of its directors or
trustees. Each of the Directors is a director or trustee of one
or more other registered investment companies in the Alliance
Fund Complex.
Total Number
of Funds in
the Alliance
Total Complex,
Compensation Including the
From the Fund, as to
Alliance Fund which the
Aggregate Complex, Director is a
Name of Director Compensation Including the Director or
of the Fund From the Fund Fund Trustee
________________ _____________ _____________ ______________
John D. Carifa $-0- -0- 49
Ruth Block $3,767 $159,000 36
David H. Dievler $3,767 $179,200 42
John H. Dobkin $3,958 $117,200 29
William H. Foulk, Jr. $3,958 $143,500 30
Dr. James M. Hester $3,767 $156,000 37
Clifford L. Michel $3,392 $131,500 36
Robert C. White $3,778 $133,200 36
As of January 15, 1996, the Directors and officers of the Fund as
a group owned less than 1% of the shares of the Fund.
EXPENSES OF THE FUND
Distribution Services Agreement
The Fund has entered into a Distribution Services
Agreement (the "Agreement") with Alliance Fund Distributors,
Inc., the Fund's principal underwriter (the "Principal
Underwriter"), to permit the Fund directly or indirectly to pay
expenses associated with the distribution of its shares in
accordance with a plan of distribution which is included in the
Agreement and has been duly adopted and approved in accordance
with Rule 12b-1 adopted by the Commission under the 1940 Act (the
"Rule 12b-1 Plan").
Distribution services fees are accrued daily and paid
monthly and are charged as expenses of the Fund as accrued. The
distribution services fees attributable to the Class B shares and
Class C shares are designed to permit an investor to purchase
such shares through broker-dealers without the assessment of an
22
<PAGE>
initial sales charge, and, in the case of Class C shares, without
the assessment of a contingent deferred sales charge, and at the
same time to permit the Principal Underwriter to compensate
broker-dealers in connection with the sale of such shares. In
this regard the purpose and function of the combined contingent
deferred sales charge and distribution services fee on the
Class B shares, and the distribution services fee on the Class C
shares, are the same as those of the initial sales charge (or
contingent deferred sales charge, when applicable) and
distribution services fee with respect to the Class A shares in
that in each case the sales charge and/or distribution services
fee provide for the financing of the distribution of the Fund's
shares.
Under the Agreement, the Treasurer of the Fund reports
the amounts expended under the Rule 12b-1 Plan and the purposes
for which such expenditures were made to the Directors of the
Fund for their review on a quarterly basis. Also, the Agreement
provides that the selection and nomination of Directors who are
not "interested persons" of the Fund, as defined in the 1940 Act,
are committed to the discretion of such disinterested Directors
then in office.
The Agreement became effective on September 17, 1992 and
was amended as of April 30, 1993 to permit the distribution of an
additional class of shares, Class C shares. The amendment to the
Agreement was approved by the unanimous vote, cast in person, of
the disinterested Directors at a meeting called for that purpose
held on February 23, 1993 and by the initial holder of Class C
shares of the Fund on April 30, 1993.
The Adviser may from time to time and from its own funds
or such other resources as may be permitted by rules of the
Securities and Exchange Commission make payments for distribution
services to the Principal Underwriter; the latter may in turn pay
part or all of such compensation to brokers or other persons for
their distribution assistance.
During the Fund's fiscal year ended November 30, 1995,
with respect to Class A shares, the Fund paid distribution
services fees for expenditures under the Agreement in the
aggregate amount of $152,930, which constituted .21% of the
Fund's average daily net assets attributable to the Class A
shares during the period, and the Adviser made payments from its
own resources as described above aggregating $170,490. Of the
$323,420 paid by the Fund and the Adviser under the Plan, with
respect to the Class A shares, $22,542 was spent on advertising,
$4,801 on the printing and mailing of prospectuses for persons
other than current shareholders, $161,848 for compensation to
broker-dealers and other financial intermediaries (including,
23
<PAGE>
$49,327 to the Fund's Principal Underwriter), $28,513 for
compensation to sales personnel and $105,716 was spent on
printing of sales literature, travel, entertainment, due
diligence and other promotional expenses.
During the Fund's fiscal year ended November 30, 1995,
with respect to Class B shares, the Fund paid distribution
services fees for expenditures under the Agreement in the
aggregate amount of $1,690,054, which constituted .71% of the
Fund's average daily net assets attributable to the Class B
shares during the period, and the Adviser made payments from its
own resources as described above aggregating $1,870,820. Of the
$3,799,411 paid by the Fund and the Adviser under the Plan, with
respect to the Class B shares, $57,892 was spent on advertising,
$12,544 on the printing and mailing of prospectuses for persons
other than current shareholders, $2,682,183 for compensation to
broker-dealers and other financial intermediaries (including,
$129,739 to the Fund's Principal Underwriter), $75,453 for
compensation to sales personnel and $971,339 was spent on
printing of sales literature, travel, entertainment, due
diligence and other promotional expenses.
During the Fund's fiscal year ended November 30, 1995,
with respect to Class C shares, the Fund paid distribution
services fees for expenditures under the Agreement in the
aggregate amount of $107,066, which constituted .52% of the
Fund's average daily net assets attributable to the Class C
shares during the period, and the Adviser made payments from its
own resources as described above aggregating $101,801. Of the
$208,867 paid by the Fund and the Adviser under the Plan, with
respect to the Class C shares, $11,862 was spent on advertising,
$2,481 on the printing and mailing of prospectuses for persons
other than current shareholders, $132,943 for compensation to
broker-dealers and other financial intermediaries (including,
$26,729 to the Fund's Principal Underwriter), $14,955 for
compensation to sales personnel and $46,626 was spent on printing
of sales literature, travel, entertainment, due diligence and
other promotional expenses.
The Agreement will continue in effect for successive
twelve-month periods (computed from each August 1), provided,
however, that such continuance is specifically approved at least
annually by the Directors of the Fund or by vote of the holders
of a majority of the outstanding voting securities (as defined in
the 1940 Act) of that class, and, in either case, by a majority
of the Directors of the Fund who are not parties to the Agreement
or interested persons, as defined in the 1940 Act, of any such
party (other than as directors of the Fund) and who have no
direct or indirect financial interest in the operation of the
Rule 12b-1 Plan or any agreement related thereto. Most recently
the continuance of the Agreement until July 31, 1996 was approved
24
<PAGE>
by a vote, cast in person, of the Directors, including a majority
of the Directors who are not "interested persons", as defined in
the 1940 Act, at their meeting held on July 18, 1995.
In the event that the Agreement is terminated or not
continued with respect to the Class A shares, Class B shares or
Class C shares, (i) no distribution services fees (other than
current amounts accrued but not yet paid) would be owed by the
Fund to the Principal Underwriter with respect to that class, and
(ii) the Fund would not be obligated to pay the Principal
Underwriter for any amounts expended under the Agreement not
previously recovered by the Principal Underwriter from
distribution services fees in respect of shares of such class or
through deferred sales charges.
All material amendments to the Agreement must be
approved by a majority vote of the Directors or of the holders of
the Fund's outstanding voting securities, voting separately by
class, and in either case by a majority of the disinterested
Directors, cast in person at a meeting called for the purpose of
voting on such approval; and the Agreement may not be amended in
order to increase materially the costs that a particular class
may bear pursuant to the Agreement without the approval of a
majority of the holders of the outstanding voting shares of the
class affected. The Agreement may be terminated (a) by the Fund
without penalty at any time by a majority vote of the holders of
the outstanding voting securities of the Fund, voting separately
by class, or by a majority vote of the Directors who are not
"interested persons" as defined in the 1940 Act, or (b) by the
Principal Underwriter. To terminate the Agreement, any party
must give the other parties 60 days' written notice; to terminate
the Rule 12b-1 Plan only, the Fund need give no notice to the
Principal Underwriter. The Agreement will terminate
automatically in the event of its assignment.
Transfer Agency Agreement
Alliance Fund Services, Inc., an indirect wholly-owned
subsidiary of the Adviser, receives a transfer agency fee per
account holder of each of the Class A shares, Class B shares or
Class C shares of the Fund, plus reimbursement for out-of-pocket
expenses. The transfer agency fee with respect to the Class B
shares is higher than the transfer agency fee with respect to the
Class A shares or the Class C shares reflecting the additional
costs associated with the Class B contingent deferred sales
charge. For the Fund's fiscal year ended November 30, 1995, the
Fund paid $256,719 for transfer agency services.
25
<PAGE>
_____________________________________________________________
PURCHASE OF SHARES
_____________________________________________________________
The following information supplements that set forth in
the Fund's Prospectus under the heading "Purchase of Shares--How
To Buy Shares."
General
Shares of the Fund are offered on a continuous basis at
a price equal to their net asset value plus an initial sales
charge at the time of purchase (the "initial sales charge
alternative"), with a contingent deferred sales charge (the
"deferred sales charge alternative") or without any initial or
contingent deferred sales charge (the "asset-based sales charge
alternative"), as described below. Shares of the Fund are
offered on a continuous basis through (i) investment dealers that
are members of the National Association of Securities Dealers,
Inc. and have entered into selected dealer agreements with the
Principal Underwriter ("selected dealers"), (ii) depository
institutions and other financial intermediaries or their
affiliates, that have entered into selected agent agreements with
the Principal Underwriter ("selected agents") or (iii) the
Principal Underwriter. The minimum for initial investments is
$250; subsequent investments (other than reinvestments of
dividends and capital gains distributions in shares) must be in
the minimum amount of $50. As described under "Shareholder
Services," the Fund offers an automatic investment program and a
403(b)(7) retirement plan which permit investments of $25 or
more. The subscriber may use the Subscription Application found
in the Prospectus for his or her initial investment. Sales
personnel of selected dealers and agents distributing the Fund's
shares may receive differing compensation for selling Class A,
Class B or Class C shares.
Investors may purchase shares of the Fund in the United
States either through selected dealers or agents or directly
through the Principal Underwriter. Shares may also be sold in
foreign countries where permissible. The Fund may refuse any
order for the purchase of shares. The Fund reserves the right to
suspend the sale of its shares to the public in response to
conditions in the securities markets or for other reasons.
The public offering price of shares of the Fund is their
net asset value, plus, in the case of most purchases of Class A
shares, a sales charge which will vary depending on the purchase
alternative chosen by the investor and the amount of the
purchase, as shown in the table below under "Initial Sales Charge
Alternative--Class A Shares." On each Fund business day on which
26
<PAGE>
a purchase or redemption order is received by the Fund and
trading in the types of securities in which the Fund invests
might materially affect the value of Fund shares, the per share
net asset value is computed as of the next close of regular
trading on the New York Stock Exchange (the "Exchange")
(currently 4:00 p.m. New York time) by dividing the value of the
Fund's total assets, less its liabilities, by the total number of
its shares then outstanding. The respective per share net asset
values of the Class A, Class B and Class C shares are expected to
be substantially the same. Under certain circumstances, however,
the per share net asset values of the Class B and Class C shares
may be lower than the per share net asset value of the Class A
shares as a result of the daily expense accruals of the
distribution and transfer agency fees applicable with respect to
the Class B and Class C shares. Even under those circumstances,
the per share net asset values of the three classes eventually
will tend to converge immediately after the payment of dividends,
which will differ by approximately the amount of the expense
accrual differential among the classes. A Fund business day is
any weekday, exclusive of national holidays on which the Exchange
is closed and Good Friday. For purposes of this computation, the
securities in the Fund's portfolio are valued at their current
market value determined on the basis of market quotations or, if
such quotations are not readily available, such other methods as
the Directors believe would accurately reflect fair market value.
The Fund will accept unconditional orders for its shares
to be executed at the public offering price equal to their net
asset value next determined (plus applicable Class A sales
charges), as described below. Orders received by the Principal
Underwriter prior to the close of regular trading on the Exchange
on each day the Exchange is open for trading are priced at the
net asset value computed as of the close of regular trading on
the Exchange on that day (plus applicable Class A sales charges).
In the case of orders for purchase of shares placed through
selected dealers or agents, the applicable public offering price
will be the net asset value as so determined, but only if the
selected dealer or agent receives the order prior to the close of
regular trading on the Exchange and transmits it to the Principal
Underwriter prior to its close of business that same day
(normally 5:00 p.m. New York time). The selected dealer or agent
is responsible for transmitting such orders by 5:00 p.m. If the
selected dealer or agent fails to do so, the investor's right to
that day's closing price must be settled between the investor and
the selected dealer or agent. If the selected dealer or agent
receives the order after the close of regular trading on the
Exchange, the price will be based on the net asset value
determined as of the close of regular trading on the Exchange on
the next day it is open for trading.
27
<PAGE>
Following the initial purchase of Fund shares, a
shareholder may place orders to purchase additional shares by
telephone if the shareholder has completed the appropriate
portion of the Subscription Application or an "Autobuy"
application obtained by calling the "Literature" telephone number
shown on the cover of this Statement of Additional Information.
Payment for shares purchased by telephone can be made only by
Electronic Funds Transfer from a bank account maintained by the
shareholder at a bank that is a member of the National Automated
Clearing House Association ("NACHA"). If a shareholder's
telephone purchase request is received before 3:00 p.m. New York
time on a Fund business day, the order to purchase shares is
automatically placed the following Fund business day, and the
applicable public offering price will be the public offering
price determined as of the close of business on such following
business day. Full and fractional shares are credited to a
subscriber's account in the amount of his or her subscription.
As a convenience to the subscriber, and to avoid unnecessary
expense to the Fund, share certificates representing shares of
the Fund are not issued except upon written request to the Fund
by the shareholder or his or her authorized selected dealer or
agent. This facilitates later redemption and relieves the
shareholder of the responsibility for and inconvenience of lost
or stolen certificates. No certificates are issued for
fractional shares, although such shares remain in the
shareholder's account on the books of the Fund.
In addition to the discount or commission amount paid to
dealers or agents, the Principal Underwriter from time to time
pays additional cash bonuses or other incentives to dealers or
agents, including Equico Securities, Inc., an affiliate of the
Principal Underwriter, in connection with the sale of shares of
the Fund. Such additional amounts may be utilized, in whole or in
part to provide additional compensation to registered
representatives who sell shares of the Fund. On some occasions,
cash or other incentives will be conditioned upon the sale of a
specified minimum dollar amount of the shares of the Fund and/or
other Alliance Mutual Funds, as defined below, during a specific
period of time. On some occasions, such cash or other incentives
may take the form of payment for attendance at seminars, meals,
sporting events or theater performances, or payment for travel,
lodging and entertainment incurred in connection with travel by
persons associated with a dealer or agent and their immediate
family members to urban or resort locations within or outside the
United States. Such dealer or agent may elect to receive cash
incentives of equivalent amount in lieu of such payments.
28
<PAGE>
Alternative Purchase Arrangements
The Fund issues three classes of shares: Class A shares
are sold to investors choosing the initial sales charge
alternative, Class B shares are sold to investors choosing the
deferred sales charge alternative, and Class C shares are sold to
investors choosing the asset-based sales charge alternative. The
three classes of shares each represent an interest in the same
portfolio of investments of the Fund, have the same rights and
are identical in all respects, except that (i) Class A shares
bear the expense of the initial sales charge (or contingent
deferred sales charge when applicable) and Class B shares bear
the expense of the contingent deferred sales charge, (ii) Class B
shares and Class C shares each bear the expense of a higher
distribution services fee and, in the case of Class B shares,
higher transfer agency costs, (iii) each class has exclusive
voting rights with respect to provisions of the Rule 12b-1 Plan
pursuant to which its distribution services fee is paid which
relates to a specific class and other matters for which separate
class voting is appropriate under applicable law, provided that,
if the Fund submits to a vote of both the Class A shareholders
and the Class B shareholders an amendment to the Rule 12b-1 Plan
that would materially increase the amount to be paid thereunder
with respect to the Class A shares, the Class A shareholders and
the Class B shareholders will vote separately by Class, and (iv)
only the Class B shares are subject to a conversion feature. Each
class has different exchange privileges and certain different
shareholder service options available.
The alternative purchase arrangements permit an investor
to choose the method of purchasing shares that is most beneficial
given the amount of the purchase, the length of time the investor
expects to hold the shares, and other circumstances. Investors
should consider whether, during the anticipated life of their
investment in the Fund, the accumulated distribution services fee
and contingent deferred sales charges on Class B shares prior to
conversion, or the accumulated distribution services fee on Class
C shares, would be less than the initial sales charge and
accumulated distribution services fee on Class A shares purchased
at the same time, and to what extent such differential would be
offset by the higher return of Class A shares. Class A shares
will normally be more beneficial than Class B shares to the
investor who qualifies for reduced initial sales charges on Class
A shares, as described below. In this regard, the Principal
Underwriter will reject any order (except orders from certain
retirement plans) for more than $250,000 for Class B shares.
Class C shares will normally not be suitable for the investor who
qualifies to purchase Class A shares at net asset value. For
this reason, the Principal Underwriter will reject any order for
more than $5,000,000 for Class C shares.
29
<PAGE>
Class A shares are subject to a lower distribution
services fee and, accordingly, pay correspondingly higher
dividends per share than Class B shares or Class C shares.
However, because initial sales charges are deducted at the time
of purchase, most investors purchasing Class A shares would not
have all their funds invested initially and, therefore, would
initially own fewer shares. Investors not qualifying for reduced
initial sales charges who expect to maintain their investment for
an extended period of time might consider purchasing Class A
shares because the accumulated continuing distribution charges on
Class B shares or Class C shares may exceed the initial sales
charge on Class A shares during the life of the investment.
Again, however, such investors must weigh this consideration
against the fact that, because of such initial sales charges, not
all their funds will be invested initially.
Other investors might determine, however, that it would
be more advantageous to purchase Class B shares or Class C shares
in order to have all their funds invested initially, although
remaining subject to higher continuing distribution charges and,
in the case of Class B shares, being subject to a contingent
deferred sales charge for a four-year period. For example, based
on current fees and expenses, an investor subject to the 4.25%
initial sales charge would have to hold his or her investment
approximately seven years for the Class C distribution services
fee to exceed the initial sales charge plus the accumulated
distribution services fee of Class A shares. In this example, an
investor intending to maintain his or her investment for a longer
period might consider purchasing Class A shares. This example
does not take into account the time value of money, which further
reduces the impact of the Class C distribution services fees on
the investment, fluctuations in net asset value or the effect of
different performance assumptions.
Those investors who prefer to have all of their funds
invested initially but may not wish to retain Fund shares for the
four-year period during which Class B shares are subject to a
contingent deferred sales charge may find it more advantageous to
purchase Class C shares.
The Directors of the Fund have determined that currently
no conflict of interest exists between or among the Class A,
Class B and Class C shares. On an ongoing basis, the Directors
of the Fund, pursuant to their fiduciary duties under the 1940
Act and state laws, will seek to ensure that no such conflict
arises.
During the Fund's fiscal years ended November 30, 1995,
1994 and 1993, the aggregate amounts of underwriting commissions
payable with respect to shares of the Fund were $656,527,
$221,988, and $629,218. Of that amount, the Principal
30
<PAGE>
Underwriters received the amounts of $33,038, $12,670 and
$19,941, respectively, representing that portion of the sales
charges paid on shares of the Fund sold during the year which was
not reallowed to selected dealers (and was, accordingly, retained
by the Principal Underwriters). During the Fund's fiscal year
ended November 30, 1995, the Principal Underwriter received
$239,569 in contingent deferred sales charges with respect to
Class B share redemptions.
Initial Sales Charge Alternative--Class A Shares
The public offering price of Class A shares for
purchasers choosing the initial sales charge alternative is the
net asset value plus a sales charge, as set forth below.
Initial Sales Charge
Discount Or
Commission
As % of To Dealers
As % of the Public Or Agents
Amount of Net Amount Offering As % of
Purchase Invested Price Offering Price
_________ __________ __________ ______________
Less than
$100,000 4.44% 4.25% 4.00%
$100,000 but
less than
250,000 3.36 3.25 3.00
250,000 but
less than
500,000 2.30 2.25 2.00
500,000 but
less than
1,000,000* 1.78 1.75 1.50
___________________
*There is no initial sales charge on transactions of $1,000,000
or more.
With respect to purchases of $1,000,000 or more, Class A
shares redeemed within one year of purchase will be subject to a
contingent deferred sales charge equal to 1% of the lesser of the
cost of the shares being redeemed or their net asset value at the
time of redemption. Accordingly, no sales charge will be imposed
on increases in net asset value above the initial purchase price.
In addition, no charge will be assessed on shares derived from
reinvestment of dividends or capital gains distributions. The
contingent deferred sales charge on Class A shares will be waived
on certain redemptions, and such charge will be applied to
31
<PAGE>
redemptions of shares by shareholders who hold both Class A and
Class B shares, as described below under "Deferred Sales Charge
Alternative--Class B Shares." Proceeds from the contingent
deferred sales charge on Class A shares are paid to the Principal
Underwriter and are used by the Principal Underwriter related to
providing distribution-related services to the Fund in connection
with the sales of Class A shares, such as the payment of
compensation to selected dealers or agents for selling Class A
Shares. With respect to purchases of $1,000,000 or more made
through selected dealers or agents, the Manager may, pursuant to
the Agreement described above, pay such dealers or agents from
its own resources a fee of up to 1% of the amount invested to
compensate such dealers or agents for their distribution
assistance in connection with such purchases.
No initial sales charge is imposed on Class A shares
issued (i) pursuant to the automatic reinvestment of income
dividends or capital gains distributions, or (ii) in exchange for
Class A shares of other "Alliance Mutual Funds" (as that term is
defined under "Combined Purchase Privilege" below), except that
an initial sales charge will be imposed on Class A shares issued
in exchange for Class A shares of AFD Exchange Reserves ("AFDER")
that were purchased for cash without the payment of an initial
sales charge and without being subject to a contingent deferred
sales charge. The Fund receives the entire net asset value of
its Class A shares sold to investors. The Principal
Underwriter's commission is the sales charge shown above less any
applicable discount or commission "reallowed" to selected dealers
and agents. The Principal Underwriter will reallow discounts to
selected dealers and agents in the amounts indicated in the table
above. The Principal Underwriter may, however, elect to reallow
the entire sales charge to selected dealers and agents for all
sales with respect to which orders are placed with the Principal
Underwriter. A selected dealer who receives reallowance in excess
of 90% of such a sales charge may be deemed to be an
"underwriter" under the Securities Act.
Set forth below is an example of the method of computing
the offering price of the Class A shares. The example assumes a
purchase of Class A shares of the Fund aggregating less than
$100,000 subject to the schedule of sales charges set forth above
at a price based upon the net asset value of Class A shares of
the Fund on November 30, 1995.
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Net Asset Value per Class A
Share at November 30, 1995 $16.09
Per Share Sales Charge -4.25%
of offering price (4.41% of
net asset value per share) $ .71
Class A Per Share Offering Price
to the Public $16.80
An investor choosing the initial sales charge
alternative may under certain circumstances be entitled to pay a
reduced initial sales charge or no initial sales charge but
subject in most cases to a contingent deferred sales charge. The
circumstances under which an investor may pay a reduced initial
sales charge or no initial sales charge are described below.
Combined Purchase Privilege. Certain persons may
qualify for the sales charge reductions indicated in the schedule
of such charges above by combining purchases of shares of the
Fund into a single "purchase," if the resulting "purchase" totals
at least $100,000. The term "purchase" refers to: (i) a single
purchase by an individual, or to concurrent purchases, which in
the aggregate are at least equal to the prescribed amounts, by an
individual, his or her spouse and their children under the age of
21 years purchasing shares of the Fund for his, her or their own
account(s); (ii) a single purchase by a trustee or other
fiduciary purchasing shares for a single trust, estate or single
fiduciary account although more than one beneficiary is involved;
or (iii) a single purchase for the employee benefit plans of a
single employer. The term "purchase" also includes purchases by
any "company," as the term is defined in the 1940 Act, but does
not include purchases by any such company which has not been in
existence for at least six months or which has no purpose other
than the purchase of shares of the Fund or shares of other
registered investment companies at a discount. The term
"purchase" does not include purchases by any group of individuals
whose sole organizational nexus is that the participants therein
are credit card holders of a company, policy holders of an
insurance company, customers of either a bank or broker-dealer or
clients of an investment adviser. A "purchase" may also include
shares, purchased at the same time through a single selected
dealer or agent, of any other "Alliance Mutual Fund". Currently,
the Alliance Mutual Funds include:
AFD Exchange Reserves, Inc.
The Alliance Fund, Inc.
Alliance All-Asia Investment Fund, Inc.
Alliance Balanced Shares, Inc.
Alliance Bond Fund, Inc.
-Corporate Bond Portfolio
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-U.S. Government Portfolio
Alliance Counterpoint Fund
Alliance Developing Markets Fund, Inc.
Alliance Global Dollar Government Fund, Inc.
Alliance Global Small Cap Fund, Inc.
Alliance Growth and Income Fund, Inc.
Alliance Income Builder Fund, Inc.
Alliance International Fund
Alliance Mortgage Securities Income Fund, Inc.
Alliance Mortgage Strategy Trust, Inc.
Alliance Multi-Market Strategy Trust, Inc.
Alliance Municipal Income Fund, Inc.
-California Portfolio
-Insured California Portfolio
-Insured National Portfolio
-National Portfolio
-New York Portfolio
Alliance Municipal Income Fund II
-Arizona Portfolio
-Florida Portfolio
-Massachusetts Portfolio
-Michigan Portfolio
-Minnesota Portfolio
-New Jersey Portfolio
-Ohio Portfolio
-Pennsylvania Portfolio
-Virginia Portfolio
Alliance New Europe Fund, Inc.
Alliance North American Government Income Trust, Inc.
Alliance Premier Growth Fund, Inc.
Alliance Quasar Fund, Inc.
Alliance Short-Term Multi-Market Trust, Inc.
Alliance Technology Fund, Inc.
Alliance Utility Income Fund, Inc.
Alliance World Income Trust, Inc.
Alliance Worldwide Privatization Fund, Inc.
The Alliance Portfolios.
-Alliance Growth Fund
-Alliance Conservative Investors Fund
-Alliance Growth Investors Fund
-Alliance Strategic Balanced Fund
-Alliance Short-Term U.S. Government Fund
Prospectuses for the Alliance Mutual Funds may be
obtained without charge by contacting Alliance Fund Services,
Inc. at the address or the "Literature" telephone number shown on
the front cover of this Statement of Additional Information.
Cumulative Quantity Discount (Right of Accumulation). An
investor's purchase of additional Class A shares of the Fund may
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<PAGE>
qualify for a Cumulative Quantity Discount. The applicable sales
charge will be based on the total of:
(i) the investor's current purchase;
(ii) the net asset value (at the close of business on
the previous day) of (a) all Class A, Class B and
Class C shares of the Fund held by the investor
and (b) all shares of any other Alliance Mutual
Fund held by the investor; and
(iii) the net asset value of all shares described in
paragraph (ii) owned by another shareholder
eligible to combine his or her purchase with that
of the investor into a single "purchase" (see
above).
For example, if an investor owned shares of an Alliance
Mutual Fund worth $200,000 at their then current net asset value
and, subsequently, purchased Class A shares of the Fund worth an
additional $100,000, the initial sales charge for the $100,000
purchase would be at the 2.25% rate applicable to a single
$300,000 purchase of shares of the Fund, rather than the 3.25%
rate.
To qualify for the Combined Purchase Privilege or to
obtain the Cumulative Quantity Discount on a purchase through a
selected dealer or agent, the investor or selected dealer or
agent must provide the Principal Underwriter with sufficient
information to verify that each purchase qualifies for the
privilege or discount.
Statement of Intention. Class A investors may also
obtain the reduced initial sales charges shown in the table above
by means of a written Statement of Intention, which expresses the
investor's intention to invest not less than $100,000 within a
period of 13 months in Class A shares (or Class A, Class B and/or
Class C shares) of the Fund or any other Alliance Mutual Fund.
Each purchase of shares under a Statement of Intention will be
made at the public offering price or prices applicable at the
time of such purchase to a single transaction of the dollar
amount indicated in the Statement of Intention. At the
investor's option, a Statement of Intention may include purchases
of shares of the Fund or any other Alliance Mutual Fund made not
more than 90 days prior to the date that the investor signs the
Statement of Intention; however, the 13-month period during which
the Statement of Intention is in effect will begin on the date of
the earliest purchase to be included.
Investors qualifying for the Combined Purchase Privilege
described above may purchase shares of the Alliance Mutual Funds
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<PAGE>
under a single Statement of Intention. For example, if at the
time an investor signs a Statement of Intention to invest at
least $100,000 in Class A shares of the Fund, the investor and
the investor's spouse each purchase shares of the Fund worth
$20,000 (for a total of $40,000), it will be necessary to invest
only a total of $60,000 during the following 13 months in shares
of the Fund or any other Alliance Mutual Fund, to qualify for the
3.25% initial sales charge on the total amount being invested
(the initial sales charge applicable to an investment of
$100,000).
The Statement of Intention is not a binding obligation
upon the investor to purchase the full amount indicated. The
minimum initial investment under a Statement of Intention is 5%
of such amount. Shares purchased with the first 5% of such
amount will be held in escrow (while remaining registered in the
name of the investor) to secure payment of the higher initial
sales charge applicable to the shares actually purchased if the
full amount indicated is not purchased, and such escrowed shares
will be involuntarily redeemed to pay the additional sales
charge, if necessary. Dividends on escrowed shares, whether paid
in cash or reinvested in additional Fund shares, are not subject
to escrow. When the full amount indicated has been purchased, the
escrow will be released. To the extent that an investor
purchases more than the dollar amount indicated on the Statement
of Intention and qualifies for a further reduced sales charge,
the initial sales charge will be adjusted for the entire amount
purchased at the end of the 13-month period. The difference in
the initial sales charge will be used to purchase additional
shares of the Fund subject to the rate of the initial sales
charge applicable to the actual amount of the aggregate
purchases.
Investors wishing to enter into a Statement of Intention
in conjunction with their initial investment in Class A shares of
the Fund should complete the appropriate portion of the
Subscription Application found in the Prospectus while current
Class A shareholders desiring to do so can obtain a form of
Statement of Intention by contacting Alliance Fund Services, Inc.
at the address or telephone numbers shown on the cover of this
Statement of Additional Information.
Certain Retirement Plans. Multiple participant payroll
deduction retirement plans may also purchase shares of the Fund
or any other Alliance Mutual Fund at a reduced initial sales
charge on a monthly basis during the 13-month period following
such a plan's initial purchase. The initial sales charge
applicable to such initial purchase of shares of the Fund will be
that normally applicable, under the schedule of the initial sales
charges set forth in this Statement of Additional Information, to
an investment 13 times larger than such initial purchase. The
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<PAGE>
sales charge applicable to each succeeding monthly purchase will
be that normally applicable, under such schedule, to an
investment equal to the sum of (i) the current month's purchase
multiplied by the number of months (including the current month)
remaining in the 13-month period and (ii) the total purchase
previously made during the 13-month period. Sales charges
previously paid during such period will not be retroactively
adjusted on the basis of later purchases.
Reinstatement Privilege. A shareholder who has caused
any or all of his or her Class A shares of the Fund to be
redeemed or repurchased may reinvest all or any portion of the
redemption or repurchase proceeds in Class A shares of the Fund
at net asset value without any sales charge, provided that such
reinvestment is made within 120 calendar days after the
redemption or repurchase date. Shares are sold to a reinvesting
shareholder at the net asset value next determined as described
above. A reinstatement pursuant to this privilege will not
cancel the redemption or repurchase transaction; therefore, any
gain or loss so realized will be recognized for Federal tax
purposes except that no loss will be recognized to the extent
that the proceeds are reinvested in shares of the Fund. The
reinstatement privilege may be used by the shareholder only once,
irrespective of the number of shares redeemed or repurchased,
except that the privilege may be used without limit in connection
with transactions whose sole purpose is to transfer a
shareholder's interest in the Fund to his or her individual
retirement account or other qualified retirement plan account.
Investors may exercise the reinstatement privilege by written
request sent to the Fund at the address shown on the cover of
this Statement of Additional Information.
Sales at Net Asset Value. The Fund may sell its Class A
shares at net asset value (i.e., without any initial sales
charge) and without any contingent deferred sales charge to
certain categories of investors including: (i) investment
advisory clients of the Adviser or its affiliates; (ii) officers
and present or former Directors of the Fund; present or former
directors and trustees of other investment companies managed by
the Adviser; present or retired full-time employees of the
Adviser, the Principal Underwriter, Alliance Fund Services, Inc.
and their affiliates; officers and directors of ACMC, the
Principal Underwriter, Alliance Fund Services, Inc. and their
affiliates; officers, directors and present and full-time
employees of selected dealers or agents; or the spouse, sibling,
direct ancestor or direct descendant (collectively "relatives")
of any such person; or any trust, individual retirement account
or retirement plan account for the benefit of any such person
correlative; or the estate of any such person or relative, if
such shares are purchased for investment purposes (such shares
may not be resold except to the Fund); (iii) certain employee
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<PAGE>
benefit plans for employees of the Adviser, the Principal
Underwriter, Alliance Fund Services, Inc. and their affiliates;
(iv) persons participating in a fee-based program, sponsored and
maintained by a registered broker-dealer and approved by the
Principal Underwriter, pursuant to which such persons pay an
asset-based fee to such broker-dealer, or its affiliate or agent,
for services in the nature of investment advisory or
administrative services; (v) persons who establish to the
Principal Underwriter's satisfaction that they are investing
within such time period as may be designated by the Principal
Underwriter, proceeds of redemption of shares of such other
registered investment companies as may be designated from time to
time by the Principal Underwriter; and (vi) employer-sponsored
qualified pension or profit-sharing plans (including Section
401(k) plans), custodial accounts maintained pursuant to Section
403(b)(7) retirement plans and individual retirement accounts
(including individual retirement accounts to which simplified
employee pension (SEP) contributions are made), if such plans or
accounts are established or administered under programs sponsored
by administrators or other persons that have been approved by the
Principal Underwriter.
Deferred Sales Charge Alternative--Class B Shares
Investors choosing the deferred sales charge alternative
purchase Class B shares at the public offering price equal to the
net asset value per share of the Class B shares on the date of
purchase without the imposition of a sales charge at the time of
purchase. The Class B shares are sold without an initial sales
charge so that the Fund will receive the full amount of the
investor's purchase payment.
Proceeds from the contingent deferred sales charge on
the Class B shares are paid to the Principal Underwriter and are
used by the Principal Underwriter to defray the expenses of the
Principal Underwriter related to providing distribution-related
services to the Fund in connection with the sale of the Class B
shares, such as the payment of compensation to selected dealers
and agents for selling Class B shares. The combination of the
contingent deferred sales charge and the distribution services
fee enables the Fund to sell the Class B shares without a sales
charge being deducted at the time of purchase. The higher
distribution services fee incurred by Class B shares will cause
such shares to have a higher expense ratio and to pay lower
dividends than those related to Class A shares.
Contingent Deferred Sales Charge. Class B shares which
are redeemed within four years of purchase will be subject to a
contingent deferred sales charge at the rates set forth below
charged as a percentage of the dollar amount subject thereto. The
charge will be assessed on an amount equal to the lesser of the
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<PAGE>
cost of the shares being redeemed or their net asset value at the
time of redemption. Accordingly, no sales charge will be imposed
on increases in net asset value above the initial purchase price.
In addition, no charge will be assessed on shares derived from
reinvestment of dividends or capital gains distributions.
To illustrate, assume that on or after November 19, 1993
an investor purchased 100 Class B shares at $10 per share (at a
cost of $1,000) and in the second year after purchase, the net
asset value per share is $12 and, during such time, the investor
has acquired 10 additional Class B shares upon dividend
reinvestment. If at such time the investor makes his or her
first redemption of 50 Class B shares (proceeds of $600), 10
Class B shares will not be subject to the remaining 40 Class B
shares, the charge is applied only to the original cost of $10
per share and not to the increase in net asset value of $2 per
share. Therefore, $400 of the $600 redemption proceeds will be
charged at a rate of 3.0% (the applicable rate in the second year
after purchase, as set forth below).
The amount of the contingent deferred sales charge, if
any, will vary depending on the number of years from the time of
payment for the purchase of Class B shares until the time of
redemption of such shares.
Contingent Deferred Sales Charge as a %
of Dollar Amount Subject to Charge
Shares Purchased Shares Purchased
Year before on or after
Since Purchase November 19, 1993 November 19, 1993
First 3.0% 4.00%
Second 2.0% 3.00%
Third 1.0% 2.00%
Fourth None 1.00%
In determining the contingent deferred sales charge
applicable to a redemption, it will be assumed, in the case of
Class B shares purchased on or after November 19, 1993, that the
redemption is first of any shares in the shareholder's Fund
account that are not subject to a contingent deferred sales
charge, second of Class B shares held for over three years and
third of Class A shares held shortest during the one-year period
during which such shares are subject to the sales charge. When
Class B shares acquired in an exchange are redeemed, the
applicable contingent deferred sales charge and conversion
schedules will be the schedules that applied to Class B shares of
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<PAGE>
the Alliance Mutual Fund originally purchased by the shareholder
at the time of their purchase.
The contingent deferred sales charges on Class A and
Class B shares are waived on redemptions of shares (i) following
the death or disability, as defined in the Code, of a
shareholder, (ii) to the extent that the redemption represents a
minimum required distribution from an individual retirement
account or other retirement plan to a shareholder who has
attained the age of 70-1/2, (iii) that had been purchased by
present or former Directors of the Fund, by the relative of any
such person, by any trust, individual retirement account or
retirement plan account for the benefit of any such person or
relative, or by the estate of any such person or relative, or
(iv) pursuant to a systematic withdrawal plan (see "Shareholder
Services-Systemic Withdrawal Plan" below).
Conversion Feature. At the end of the period ending six
years after the end of the calendar month in which the
shareholder's purchase order was accepted, Class B shares will
automatically convert to Class A shares and will no longer be
subject to a higher distribution services fee. Such conversion
will be on the basis of the relative net asset values of the two
classes, without the imposition of any sales load, fee or other
charge. The purpose of the conversion feature is to reduce the
distribution services fee paid by holders of Class B shares that
have been outstanding long enough for the Principal Underwriter
to have been compensated for distribution expenses incurred in
the sale of such shares.
For purposes of conversion to Class A, Class B shares
purchased through the reinvestment of dividends and distributions
paid in respect of Class B shares in a shareholder's account will
be considered to be held in a separate sub-account. Each time
any Class B shares in the shareholder's account (other than those
in the sub-account) convert to Class A, an equal pro-rata portion
of the Class B shares in the sub-account will also convert to
Class A.
The conversion of Class B shares to Class A shares is
subject to the continuing availability of an opinion of counsel
to the effect that (i) the assessment of the higher distribution
services fee and transfer agency costs with respect to Class B
shares does not result in the Fund's dividends or distributions
constituting "preferential dividends" under the Code, and (ii)
the conversion of Class B shares to Class A shares does not
constitute a taxable event under federal income tax law. The
conversion of Class B shares to Class A shares may be suspended
if such an opinion is no longer available at the time such
conversion is to occur. In that event, no further conversions of
Class B shares would occur, and shares might continue to be
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<PAGE>
subject to the higher distribution services fee for an indefinite
period which may extend beyond the period ending six years after
the end of the calendar month in which the shareholder's purchase
order was accepted.
Asset-Based Sales Charge Alternative--Class C Shares
Investors choosing the asset-based sales charge
alternative purchase Class C shares at the public offering price
equal to the net asset value per share of the Class C shares on
the date of purchase without the imposition of a sales charge
either at the time of purchase or upon redemption. Class C
shares are sold without an initial sales charge so that the Fund
will receive the full amount of the investor's purchase payment
and without a contingent deferred sales charge so that the
investor will receive as proceeds upon redemption the entire net
asset value of his or her Class C shares. The Class C
distribution services fee enables the Fund to sell Class C shares
without either an initial or contingent deferred sales charge.
Class C shares do not convert to any other class of shares of the
Fund and incur higher distribution services fees than Class A
shares, and will thus have a higher expense ratio and pay
correspondingly lower dividends than Class A shares.
REDEMPTION AND REPURCHASE OF SHARES
The following information supplements that set forth in
the Fund's Prospectus under the heading "Purchase and Sale of
Share--How to Sell Shares."
Redemption
Subject only to the limitations described below, the
Fund redeems the shares tendered to it, as described below, at a
redemption price equal to their net asset value as next computed
following the receipt of shares tendered for redemption in proper
form. Except for any contingent deferred sales charge which may
be applicable to Class A or Class B shares, there is no
redemption charge. Payment of the redemption price will be made
within seven days after the Fund's receipt of such tender for
redemption.
The right of redemption may not be suspended or the date
of payment upon redemption postponed for more than seven days
after shares are tendered for redemption, except for any period
during which the Exchange is closed (other than customary weekend
and holiday closings) or during which the Securities and Exchange
Commission determines that trading thereon is restricted, or for
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<PAGE>
any period during which an emergency (as determined by the
Securities and Exchange Commission) exists as a result of which
disposal by the Fund of securities owned by it is not reasonably
practicable or as a result of which it is not reasonably
practicable for the Fund fairly to determine the value of its net
assets, or for such other periods as the Securities and Exchange
Commission may by order permit for the protection of security
holders of the Fund.
Payment of the redemption price will be made in cash.
The value of a shareholder's shares on redemption or repurchase
may be more or less than the cost of such shares to the
shareholder, depending upon the market value of the Fund's
portfolio securities at the time of such redemption or
repurchase. Redemption proceeds on Class A or Class B shares will
reflect the deduction of the contingent deferred sales charge, if
any. Payment received by a shareholder upon redemption or
repurchase of his shares, assuming the shares constitute capital
assets in his hands, will result in long-term or short-term
capital gains (or loss) depending upon the shareholder's holding
period and basis in respect of the shares redeemed.
To redeem shares of the Fund for which no stock
certificates have been issued, the registered owner or owners
should forward a letter to the Fund containing a request for
redemption. The signature or signatures on the letter must be
guaranteed by an institution that is an "eligible guarantor" as
defined in Rule 17Ad-15 under the Securities Exchange Act of
1934, as amended.
Telephone Redemption By Electronic Funds Transfer.
Requests for redemption of shares for which no stock certificates
have been issued can also be made by telephone at (800) 221-5672
by a shareholder who has completed the appropriate portion of the
Subscription Application or, in the case of an existing
shareholder, an "Autosell" application obtained from Alliance
Fund Services, Inc. A telephone redemption request must be for
at least $500 and may not exceed $50,000, and must be made
between 9:00 a.m. and 4:00 p.m. New York time on a Fund business
day as defined above. Proceeds of telephone redemptions will be
sent by Electronic Funds Transfer to a shareholder's designated
bank account at a bank selected by the shareholder that is a
member of the NACHA.
Telephone Redemption By Check. Except as noted below,
each Fund shareholder is eligible to request redemption, once in
any 30-day period, of Fund shares by telephone at (800) 221-5672
before 4:00 p.m. New York time on a Fund business day in an
amount not exceeding $50,000. Proceeds of such redemptions are
remitted by check to the shareholder's address of record.
Telephone redemption by check is not available with respect to
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shares (i) for which certificates have been issued, (ii) held in
nominee or "street name" accounts, (iii) purchased within 15
calendar days prior to the redemption request, (iv) held by a
shareholder who has changed his or her address of record within
the preceding 30 calendar days or (v) held in any retirement plan
account. A shareholder otherwise eligible for telephone
redemption by check may cancel the privilege by written
instruction to Alliance Fund Services, Inc., or by checking the
appropriate box on the Subscription Application found in the
Prospectus.
General. During periods of drastic economic or market
developments, such as the market break of October 1987, it is
possible that shareholders would have difficulty in reaching
Alliance Fund Services, Inc. by telephone (although no such
difficulty was apparent at any time in connection with the 1987
market break). If a shareholder were to experience such
difficulty, the shareholder should issue written instructions to
Alliance Fund Services, Inc. at the address shown on the cover of
this Statement of Additional Information. The Fund reserves the
right to suspend or terminate its telephone redemption service at
any time without notice. Neither the Fund nor the Adviser, the
Principal Underwriter or Alliance Fund Services, Inc. will be
responsible for the authenticity of telephone requests for
redemptions that the Fund reasonably believes to be genuine. The
Fund will employ reasonable procedures in order to verify that
telephone requests for redemptions are genuine, including, among
others, recording such telephone instructions and causing written
confirmations of the resulting transactions to be sent to
shareholders. If the Fund did not employ such procedures, it
could be liable for losses arising from unauthorized or
fraudulent telephone instructions. Selected dealers or agents
may charge a commission for handling telephone requests for
redemptions.
To redeem shares of the Fund represented by stock
certificates, the investor should forward the appropriate stock
certificate or certificates, endorsed in blank or with blank
stock powers attached, to the Fund with the request that the
shares represented thereby, or a specified portion thereof, be
redeemed. The stock assignment form on the reverse side of each
stock certificate surrendered to the Fund for redemption must be
signed by the registered owner or owners exactly as the
registered name appears on the face of the certificate or,
alternatively, a stock power signed in the same manner may be
attached to the stock certificate or certificates or, where
tender is made by mail, separately mailed to the Fund. The
signature or signatures on the assignment form must be guaranteed
in the manner described above.
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Repurchase
The Fund may repurchase shares through the Principal
Underwriter or selected dealers or agents. The repurchase price
will be the net asset value next determined after the Principal
Underwriter receives the request (less the contingent deferred
sales charge, if any, with respect to the Class A shares and
Class B shares), except that requests placed through selected
dealers or agents before the close of regular trading on the
Exchange on any day will be executed at the net asset value
determined as of such close of regular trading on that day if
received by the Principal Underwriter prior to its close of
business on that day (normally 5:00 p.m. New York time). The
selected dealer or agent is responsible for transmitting the
request to the Principal Underwriter by 5:00 p.m. If the
selected dealer or agent fails to do so, the shareholder's right
to receive that day's closing price must be settled between the
shareholder and the dealer or agent. A shareholder may offer
shares of the Fund to the Principal Underwriter either directly
or through a selected dealer or agent. Neither the Fund nor the
Principal Underwriter charges a fee or commission in connection
with the repurchase of shares (except for the contingent deferred
sales charge, if any, with respect to Class A shares and Class B
shares). Normally, if shares of the Fund are offered through a
selected dealer or agent, the repurchase is settled by the
shareholder as an ordinary transaction with or through the
selected dealer or agent, who may charge the shareholder for this
service. The repurchase of shares of the Fund as described above
is a voluntary service of the Fund and the Fund may suspend or
terminate this practice at any time.
General
The Fund reserves the right to close out an account that
through redemption has remained below $200 for 90 days.
Shareholders will receive 60 days written notice to increase the
account value before the account is closed. No contingent
deferred sales charge will be deducted from the proceeds of this
redemption. In the case of a redemption or repurchase of shares
of the Fund recently purchased by check, redemption proceeds will
not be made available until the Fund is reasonably assured that
the check has cleared, normally up to 15 calendar days following
the purchase date.
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SHAREHOLDER SERVICES
The following information supplements that set forth in
the Fund's Prospectus under the heading "Purchase and Sale of
Shares--Shareholder Services." The shareholder services set
forth below are applicable to all three classes of shares of the
Fund.
Automatic Investment Program
Investors may purchase shares of the Fund through an
automatic investment program utilizing "pre-authorized check"
drafts drawn on the investor's own bank account. Under such a
program, pre-authorized monthly drafts for a fixed amount (at
least $25) are used to purchase shares through the selected
dealer or selected agent designated by the investor at the public
offering price next determined after the Principal Underwriter
receives the proceeds from the investor's bank. Drafts may be
made in paper form or, if the investor's bank is a member of the
NACHA, in electronic form. If made in paper form, the draft is
normally made on the 20th day of each month, or the next business
day thereafter. If made in electronic form, drafts can be made on
or about a date each month selected by the shareholder. Investors
wishing to establish an automatic investment program in
connection with their initial investment should complete the
appropriate portion of the Subscription Application found in the
Prospectus. Current shareholders should contact Alliance Fund
Services, Inc. at the address or telephone numbers shown on the
cover of this Statement of Additional Information to establish an
automatic investment program.
Exchange Privilege
Class A shareholders of the Fund can exchange their
Class A shares for Class A shares of any other Alliance Mutual
Fund that offers Class A shares and for shares of Alliance World
Income Trust, Inc. without the payment of any sales or service
charges. For purposes of applying any applicable contingent
deferred sales charge upon the newly acquired Class A shares, the
period of time the Class A shares surrendered in the exchange
have been held is added to the period of time the newly acquired
shares have been held. Prospectuses for each Alliance Mutual
Fund may be obtained by contacting Alliance Fund Services, Inc.
at the address shown on the cover of this Statement of Additional
Information or by telephone at (800) 227-4618 or, in Illinois,
(800) 227-4170.
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Class B shareholders of the Fund can exchange their
Class B shares ("original Class B shares") for Class B shares of
any other Alliance Mutual Fund that offers Class B shares ("new
Class B shares") without the payment of any contingent deferred
sales or service charges. For purposes of computing both the
time remaining before the new Class B shares convert to Class A
shares of that fund and the contingent deferred sales charge
payable upon disposition of the new Class B shares, the period of
time for which the original Class B shares have been held is
added to the period of time for which the new Class B shares have
been held. After an exchange, new Class B shares will
automatically convert into Class A shares in accordance with the
conversion schedule applicable to the Alliance Mutual Fund Class
B shares originally purchased for cash, and when redemption
occurs, the contingent deferred sales charge schedule applicable
to the Class B shares originally purchased for cash is applied.
Class C shareholders of the Fund can exchange their
Class C shares for Class C shares of any other Alliance Mutual
Fund that offers Class C shares.
All exchanges are subject to the minimum investment
requirements and any other applicable terms set forth in the
Prospectus for the Alliance Mutual Fund whose shares are being
acquired. An exchange is effected through the redemption of the
shares tendered for exchange and the purchase of shares being
acquired at their respective net asset values as next determined
following receipt by the Alliance Mutual Fund whose shares are
being exchanged of (i) proper instructions and all necessary
supporting documents as described in such fund's Prospectus, or
(ii) a telephone request for such exchange in accordance with the
procedures set forth in the following paragraph. Exchanges
involving the redemption of shares recently purchased by check
will be permitted only after the Alliance Mutual Fund whose
shares have been tendered for exchange is reasonably assured that
the check has cleared, normally up to 15 calendar days following
the purchase date. Exchanges of shares of Alliance Mutual Funds
will generally result in the realization of a capital gain or
loss for Federal income tax purposes.
Each Fund shareholder, and the shareholder's selected
dealer or agent, are authorized to make telephone requests for
exchanges unless Alliance Fund Services, Inc., receives written
instruction to the contrary from the shareholder, or the
shareholder declines the privilege by checking the appropriate
box on the Subscription Application found in the Prospectus.
Such telephone requests cannot be accepted with respect to shares
then represented by stock certificates. Shares acquired pursuant
to a telephone request for exchange will be held under the same
account registration as the shares redeemed through such
exchange.
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Eligible shareholders desiring to make an exchange
should telephone Alliance Fund Services, Inc. with their account
number and other details of the exchange, at (800) 221-5672
between 9:00 a.m. and 4:00 p.m., New York time, on a Fund
business day as defined above. Telephone requests for exchange
received before 4:00 p.m. New York time on a Fund business day
will be processed as of the close of business on that day.
During periods of drastic economic or market developments, such
as the market break of October 1987, it is possible that
shareholders would have difficulty in reaching Alliance Fund
Services, Inc. by telephone (although no such difficulty was
apparent at any time in connection with the 1987 market break).
If a shareholder were to experience such difficulty, the
shareholder should issue written instructions to Alliance Fund
Services, Inc. at the address shown on the cover of this
Statement of Additional Information.
A shareholder may elect to initiate a monthly "Auto
Exchange" whereby a specified dollar amount's worth of his or her
Fund shares (minimum $25) is automatically exchanged for shares
of another Alliance Mutual Fund. Auto Exchange transactions
normally occur on the 12th day of each month, or the following
Fund business day.
Neither the Alliance Funds nor the Adviser, the
Principal Underwriter or Alliance Fund Services, Inc. will be
responsible for the authenticity of telephone requests for
exchanges that the Fund reasonably believes to be genuine. The
Fund will employ reasonable procedures in order to verify that
telephone requests for exchanges are genuine, including, among
others, recording such telephone instructions and causing written
confirmations of the resulting transactions to be sent to
shareholders. If the Fund did not employ such procedures, it
could be liable for losses arising from unauthorized or
fraudulent telephone instructions. Selected dealers or agents
may charge a commission for handling telephone requests for
exchanges.
The exchange privilege is available only in states where
shares of the Alliance Mutual Funds being acquired may be legally
sold. Each Alliance Mutual Fund reserves the right, at any time
on 60 days' notice to its shareholders, to reject any order to
acquire its shares through exchange or otherwise to modify,
restrict or terminate the exchange privilege.
Retirement Plans
The Fund may be a suitable investment vehicle for part
or all of the assets held in various types of retirement plans,
such as those listed below. The Fund has available forms of such
plans pursuant to which investments can be made in the Fund and
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other Alliance Mutual Funds. Persons desiring information
concerning these plans should contact Alliance Fund Services,
Inc. at the "Literature" telephone number on the cover of this
Statement of Additional Information, or write to:
Alliance Fund Services, Inc.
Retirement Plans
P.O. Box 1520
Secaucus, New Jersey 07096-1520
Individual Retirement Account ("IRA"). Individuals who
receive compensation, including earnings from self-employment,
are entitled to establish and make contributions to an IRA.
Taxation of the income and gains paid to an IRA by the Fund is
deferred until distribution from the IRA. An individual's
eligible contribution to an IRA will be deductible if neither the
individual nor his or her spouse is an active participant in an
employer-sponsored retirement plan. If the individual or his or
her spouse is an active participant in an employer-sponsored
retirement plan, the individual's contributions to an IRA may be
deductible, in whole or in part, depending on the amount of the
adjusted gross income of the individual and his or her spouse.
Employer-Sponsored Qualified Retirement Plans. Sole
proprietors, partnerships and corporations may sponsor qualified
money purchase pension and profit-sharing plans, including
Section 401(k) plans ("qualified plans"), under which annual tax-
deductible contributions are made within prescribed limits based
on compensation paid to participating individuals.
If the aggregate net asset value of shares of the
Alliance Mutual Funds held by a qualified plan reaches $5 million
on or before December 15 in any year, all Class B shares and
Class C shares of the Fund held by such plan can be exchanged at
the plan's request, without any sales charge, for Class A shares
of such Fund.
Simplified Employee Pension Plan ("SEP"). Sole
proprietors, partnerships and corporations may sponsor a SEP
under which they make annual tax-deductible contributions to an
IRA established by each eligible employee within prescribed
limits based on employee compensation.
403(b)(7) Retirement Plan. Certain tax-exempt
organizations and public educational institutions may sponsor
retirement plans under which an employee may agree that monies
deducted from his or her compensation (minimum $25 per pay
period) may be contributed by the employer to a custodial account
established for the employee under the plan.
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The Alliance Plans Division of Frontier Trust Company, a
subsidiary of Equitable which serves as custodian or trustee
under the retirement plan prototype forms available from the
Fund, charges certain nominal fees for establishing an account
and for annual maintenance. A portion of these fees is remitted
to Alliance Fund Services, Inc. as compensation for its services
to the retirement plan accounts maintained with the Fund.
Distributions from retirement plans are subject to
certain Code requirements in addition to normal redemption
procedures. For additional information please contact Alliance
Fund Services, Inc.
Dividend Direction Plan
A shareholder who already maintains, in addition to his
or her Class A, Class B or Class C Fund account, a Class A, Class
B or Class C account with one or more other Alliance Mutual Funds
may direct that income dividends and/or capital gains paid on his
or her Class A, Class B or Class C Fund shares be automatically
reinvested, in any amount, without the payment of any sales or
service charges, in shares of the same class of such other
Alliance Mutual Fund(s). Further information can be obtained by
contacting Alliance Fund Services, Inc. at the address or the
"Literature" telephone number shown on the cover of this
Statement of Additional Information. Investors wishing to
establish a dividend direction plan in connection with their
initial investment should complete the appropriate section of the
Subscription Application found in the Prospectus. Current
shareholders should contact Alliance Fund Services, Inc. to
establish a dividend direction plan.
Systematic Withdrawal Plan
General. Any shareholder who owns or purchases shares
of the Fund having a current net asset value of at least $4,000
(for quarterly or less frequent payments), $5,000 (for bi-monthly
payments) or $10,000 (for monthly payments) may establish a
systematic withdrawal plan under which the shareholder will
periodically receive a payment in a stated amount of not less
than $50 on a selected date. Systematic withdrawal plan
participants must elect to have their dividends and distributions
from the Fund automatically reinvested in additional shares of
the Fund.
Shares of the Fund owned by a participant in the Fund's
systematic withdrawal plan will be redeemed as necessary to meet
withdrawal payments and such withdrawal payments will be subject
to any taxes applicable to redemptions and, except as discussed
below, any applicable contingent deferred sales charge. Shares
acquired with reinvested dividends and distributions will be
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liquidated first to provide such withdrawal payments and
thereafter other shares will be liquidated to the extent
necessary, and depending upon the amount withdrawn, the
investor's principal may be depleted. A systematic withdrawal
plan may be terminated at any time by the shareholder or the
Fund.
Withdrawal payments will not automatically end when a
shareholder's account reaches a certain minimum level. Therefore,
redemptions of shares under the plan may reduce or even liquidate
a shareholder's account and may subject the shareholder to the
Fund's involuntary redemption provisions. See "Redemption and
Repurchase of Shares -- General." Purchases of additional shares
concurrently with withdrawals are undesirable because of sales
charges when purchases are made. While an occasional lump-sum
investment may be made by a holder of Class A shares who is
maintaining a systematic withdrawal plan, such investment should
normally be an amount equivalent to three times the annual
withdrawal or $5,000, whichever is less.
Payments under a systematic withdrawal plan may be made
by check or electronically via the Automated Clearing House
("ACH") network. Investors wishing to establish a systematic
withdrawal plan in conjunction with their initial investment in
shares of the Fund should complete the appropriate portion of the
Subscription Application found in the Prospectus, while current
Fund shareholders desiring to do so can obtain an application
form by contacting Alliance Fund Services, Inc. at the address or
the "Literature" telephone number shown on the cover of this
Statement of Additional Information.
Class B CDSC Waiver for Shares Acquired After July 1,
1995. Under a systematic withdrawal plan, up to 1% monthly, 2%
bi-monthly or 3% quarterly of the value at the time of redemption
of the Class B shares in a shareholder's account acquired after
July 1, 1995 may be redeemed free of any contingent deferred
sales charge. Class B shares acquired after July 1, 1995 that
are not subject to a contingent deferred sales charge (such as
shares acquired with reinvested dividends or distributions) will
be redeemed first and will count toward these limitations.
Remaining Class B shares acquired after July 1, 1995 that are
held the longest will be redeemed next. Redemptions of Class B
shares acquired after July 1, 1995 in excess of the foregoing
limitations and redemptions of Class B shares acquired before
July 1, 1995 will be subject to any otherwise applicable
contingent deferred sales charge.
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Statements and Reports
Each shareholder of the Fund receives semi-annual and
annual reports which include a portfolio of investments,
financial statements and, in the case of the annual report, the
report of the Fund's independent accountants, Price Waterhouse
LLP, as well as a confirmation of each purchase and redemption.
By contacting his or her broker or Alliance Fund Services, Inc.,
a shareholder can arrange for copies of his or her account
statements to be sent to another person.
NET ASSET VALUE
The per share net asset value is determined once daily
as of the next close of regular trading on the Exchange
(currently 4:00 p.m. New York time) following receipt of a
purchase or redemption order by the Fund, on each Fund business
day on which such an order is received and trading in the types
of securities in which the Fund invests might materially affect
the value of Fund shares and on such other days as the Directors
of the Fund deem necessary in order to comply with Rule 22c-1
under the 1940 Act. A Fund business day is any weekday exclusive
of national holidays on which the Exchange is closed and Good
Friday. The net asset value is the net worth of the Fund (assets
including securities at market value minus liabilities) divided
by the number of Fund shares outstanding.
All securities listed on an exchange for which market
quotations are readily available are valued at the closing price
on the exchange on the day of valuation or, if no such closing
price is available, at the mean of bid and ask price quoted on
such day. Other securities for which market quotations are
readily available will be valued in a like manner. Options will
be valued at such market value or fair value if no market exists.
Futures contracts will be valued in a like manner, except that
open futures contracts sales will be valued using the closing
settlement price or, in the absence of such a price, the most
recent quoted asked price. If there are no quotations available
for the day of valuations, the last available closing price will
be used. Securities and assets for which market quotations are
not readily available (including investments that are subject to
limitations as to their sale) are valued at fair value as
determined in good faith by the Fund's Board of Directors.
Short-term debt securities that mature in less than 60
days are valued at amortized cost if their term to maturity from
date of purchase was less than 60 days, or by amortizing their
value on the 61st day prior to maturity if their term to maturity
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<PAGE>
from date of purchase when acquired by the Fund was more than 60
days, unless such amortized cost is determined by the Board of
Directors not to represent fair value.
For purposes of determining the Fund's net asset value
per share, all assets and liabilities initially expressed in
foreign currencies will be converted into U.S. Dollars at the
mean of the current bid and asked prices of such currency against
the U.S. Dollar last quoted by a major bank that is a regular
participant in the foreign exchange market or on the basis of a
pricing service that takes into account the quotes provided by a
number of such major banks.
The assets belonging to the Class A shares, the Class B
shares and the Class C shares will be invested together in a
single portfolio. The net asset value of each class will be
determined separately by subtracting the expenses and liabilities
allocated to that class from the assets belonging to that class
pursuant to an order issued by the Commission.
DIVIDENDS, DISTRIBUTIONS AND TAXES
United States Federal Income Taxation
of Dividends and Distributions
General
The Fund qualified for the fiscal year ended
November 30, 1995 and intends to qualify in the future to be
taxed as a "regulated investment company" under the Code. Such
qualification relieves the Fund of federal income tax liability
on the part of its net ordinary income and net realized capital
gains which it timely distributes to its shareholders. Such
qualification does not, of course, involve governmental
supervision of or investment practices or policies. Investors
should consult their own counsel for a complete understanding of
the requirements the Fund must meet to qualify to be taxed as a
"regulated investment company."
The information set forth in the Prospectus and the
following discussion relate solely to the significant United
States federal income taxes on dividends and distributions by the
Fund and assumes that the Fund qualifies to be taxed as a
regulated investment company. An investor should consult his or
her own tax counsel with respect to the specific tax consequences
of being a shareholder of the Fund, including the effect and
applicability of federal, state and local tax laws to his or her
52
<PAGE>
own particular situation and the possible effects of changes
therein.
It is the present policy of the Fund to distribute to
shareholders all net investment income annually and to distribute
net realized capital gains, if any, annually. The amount of any
such distributions must necessarily depend upon the realization
by the Fund of income and capital gains from investments.
The Fund intends to declare and distribute dividends in
the amounts and at the times necessary to avoid the application
of the 4% federal excise tax imposed on certain undistributed
income of regulated investment companies. The Fund will be
required to pay the 4% excise tax to the extent it does not
distribute to its shareholders during any calendar year an amount
equal to the sum of (i) 98% of its ordinary taxable income for
the calendar year, (ii) 98% of its capital gain net income and
foreign currency gains for the twelve months ended October 31 (or
November 30 if elected by the Fund) of such year and (iii) any
ordinary income or capital gain net income from the preceding
calendar year that was not distributed during such year. For
this purpose, income or gain retained by the Fund that is subject
to corporate income tax will be considered to have been
distributed by the Fund by year-end. For federal income and
excise tax purposes, dividends declared and payable to
shareholders of record as of a date in October, November or
December but actually paid during the following January will be
taxable to these shareholders for the year declared, and not for
the subsequent calendar year in which the shareholders actually
receive the dividend.
Dividends of the Fund's net ordinary income and
distributions of any net realized short-term capital gain are
taxable to shareholders as ordinary income. Dividends paid by
the Fund and received by a corporate shareholder are eligible for
the dividends received deduction to the extent that the Fund's
income is derived from certain dividends received from domestic
corporations, provided the corporate shareholder holds shares in
the Fund for at least 46 days. In addition, the dividends
received deduction will be disallowed to the extent the
investment in shares of the Fund is financed with indebtedness.
The excess of net long-term capital gains over the net
short-term capital losses realized and distributed by the Fund to
its shareholders will be taxable to the shareholders as long-term
capital gains, irrespective of the length of time a shareholder
may have held his or her Fund shares. Any dividend or
distribution received by a shareholder on shares of the Fund will
have the effect of reducing the net asset value of such shares by
the amount of such dividend or distribution. Furthermore, a
dividend or distribution made shortly after the purchase of such
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shares by a shareholder, although in effect a return of capital
to that particular shareholder, would be taxable to him or her as
described above. If a shareholder has held shares in the Fund
for six months or less and during that period has received a
distribution taxable to the shareholder as a long-term capital
gain, any loss recognized by the shareholder on the sale of those
shares during the six-month period will be treated as a long-term
capital loss to the extent of the dividend.
Dividends are taxable in the manner discussed regardless
of whether they are paid to the shareholder in cash or are
reinvested in additional shares of the Fund.
It is the present policy of the Fund to distribute to
shareholders all net investment income quarterly and to
distribute net realized capital gains, if any, annually. The
amount of any such distributions must necessarily depend upon the
realization by the Fund of income and capital gains from
investments.
The Fund generally will be required to withhold tax at
the rate of 31% with respect to dividends of net ordinary income
and net distributions of realized capital gains payable to a
noncorporate shareholder unless the shareholder certifies on his
or her subscription application that the social security or
taxpayer identification number provided is correct and that the
shareholder has not been notified by the Internal Revenue Service
that he or she is subject to backup withholding.
United States Federal Income Taxation of the Fund
The following discussion relates to certain significant
United States federal income tax consequences to the Fund with
respect to the determination of its "investment company taxable
income" each year. This discussion assumes that the Fund will be
taxed as a regulated investment company for each of its taxable
years.
Options, Futures Contracts and Warrants. Regulated
futures contracts are considered "section 1256 contracts" for
federal income tax purposes. Section 1256 contracts held by the
Fund at the end of each taxable year will be "marked to market"
and treated for federal income tax purposes as though sold for
fair market value on the last business day of such taxable year.
Gain or loss realized by the Fund on section 1256 contracts
generally will be considered 60% long-term and 40% short-term
capital gain or loss. The Fund can elect to exempt its section
1256 contracts which are part of a "mixed straddle" (as described
below) from the application of section 1256.
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With respect to put and call equity options, gain or
loss realized by the Fund upon the lapse or sale of such options
held by the Fund will be either long-term or short-term capital
gain or loss depending upon the Fund's holding period with
respect to such option. However, gain or loss realized upon the
lapse or closing out of such options that are written by the Fund
will be treated as short-term capital gain or loss. In general,
if the Fund exercises an option, or if an option that the Fund
has written is exercised, gain or loss on the option will not be
separately recognized but the premium received or paid will be
included in the calculation of gain or loss upon disposition of
the property underlying the option. Warrants which are invested
in by the Fund will generally be treated in the same manner for
federal income tax purposes as options held by the Fund.
Tax Straddles. Any option, futures contract, or other
position entered into or held by the Fund in conjunction with any
other position held by the Fund may constitute a "straddle" for
federal income tax purposes. A straddle of which at least one,
but not all, the positions are section 1256 contracts may
constitute a "mixed straddle". In general, straddles are subject
to certain rules that may affect the character and timing of the
Fund's gains and losses with respect to straddle positions by
requiring, among other things, that (i) loss realized on
disposition of one position of a straddle not be recognized to
the extent that the Fund has unrealized gains with respect to the
other position in such straddle; (ii) the Fund's holding period
in straddle positions be suspended while the straddle exists
(possibly resulting in gain being treated as short-term capital
gain rather than long-term capital gain); (iii) losses recognized
with respect to certain straddle positions which are part of a
mixed straddle and which are non-section 1256 positions be
treated as 60% long-term and 40% short-term capital loss;
(iv) losses recognized with respect to certain straddle positions
which would otherwise constitute short-term capital losses be
treated as long-term capital losses; and (v) the deduction of
interest and carrying charges attributable to certain straddle
positions may be deferred. Various elections are available to
the Fund which may mitigate the effects of the straddle rules,
particularly with respect to mixed straddles. In general, the
straddle rules described above do not apply to any straddles held
by the Fund all of the offsetting positions of which consist of
section 1256 contracts.
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PORTFOLIO TRANSACTIONS
Subject to the general supervision of the Board of
Directors of the Fund, the Adviser is responsible for the
investment decisions and the placing of orders for portfolio
transactions for the Fund. The Adviser determines the broker to
be used in each specific transaction with the objective of
negotiating a combination of the most favorable commission and
the best price obtainable on each transaction (generally defined
as best execution). When consistent with the objective of
obtaining best execution, brokerage may be directed to persons or
firms supplying investment information to the Adviser. There may
be occasions where the transaction cost charged by a broker may
be greater than that which another broker may charge if the Fund
determines in good faith that the amount of such transaction cost
is reasonable in relation to the value of the brokerage, research
and statistical services provided by the executing broker.
Neither the Fund nor the Adviser has entered into
agreements or understandings with any brokers regarding the
placement of securities transactions because of research services
they provide. To the extent that such persons or firms supply
investment information to the Adviser for use in rendering
investment advice to the Fund, such information may be supplied
at no cost to the Adviser and, therefore, may have the effect of
reducing the expenses of the Adviser in rendering advice to the
Fund. While it is impossible to place an actual dollar value on
such investment information, its receipt by the Adviser probably
does not reduce the overall expenses of the Adviser to any
material extent.
The investment information provided to the Adviser is of
the type described in Section 28(e)(3) of the Securities Exchange
Act of 1934 and is designed to augment the Adviser's own internal
research and investment strategy capabilities. Research services
furnished by brokers through which the Fund effects securities
transactions are used by the Adviser in carrying out its
investment responsibilities with respect to all its client
accounts.
The Fund may deal in some instances in securities which
are not listed on a national stock exchange but are traded in the
over-the-counter market. The Fund may also purchase listed
securities through the third market, i.e., from a dealer which is
not a member of the exchange on which a security is listed.
Where transactions are executed in the over-the-counter market or
third market, the Fund will seek to deal with the primary market
makers; but when necessary in order to obtain the best price and
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<PAGE>
execution, it will utilize the services of others. In all cases,
the Fund will attempt to negotiate best execution.
The Fund may from time to time place orders for the
purchase or sale of securities (including listed call options)
with Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"),
an affiliate of the Adviser, and with brokers which may have
their transactions cleared or settled, or both, by the Pershing
Division of DLJ, for which DLJ may receive a portion of the
brokerage commission. In such instances, the placement of orders
with such brokers would be consistent with the Fund's objective
of obtaining best execution and would not be dependent upon the
fact that DLJ is an affiliate of the Adviser. With respect to
orders placed with DLJ for execution on a national securities
exchange, commissions received must conform to Section
17(e)(2)(A) of the 1940 Act and Rule 17e-1 thereunder, which
permit an affiliated person of a registered investment company
(such as the Fund), or any affiliated person of such person, to
receive a brokerage commission from such registered investment
company provided that such commission is reasonable and fair
compared to the commissions received by other brokers in
connection with comparable transactions involving similar
securities during a comparable period of time.
During the fiscal years ended November 30, 1995, 1994
and 1993, the Fund incurred brokerage commissions amounting in
the aggregate to $619,643, $406,313 and $400,871. During the
fiscal years ended November 30, 1995, 1994 and 1993, brokerage
commissions amounting in the aggregate to $0, $0 and $0,
respectively, were paid to DLJ and brokerage commissions
amounting in the aggregate to$0, $0 and $0, respectively, were
paid to brokers utilizing the Pershing Division of DLJ. During
the fiscal year ended November 30, 1995, the brokerage
commissions paid to DLJ constituted 0% of the fund's aggregate
brokerage commissions and the brokerage commissions paid to
brokers utilizing the Pershing Division of DLJ constituted 0% of
the Fund's aggregate brokerage commissions. During the fiscal
year ended November 30, 1995, of the Fund's aggregate dollar
amount of brokerage transactions involving the payment of
commissions 0% were effected through DLJ and 0% were effected
through brokers utilizing the Pershing Division of DLJ. During
the fiscal year ended November 30, 1995, transactions in the
portfolio securities of the Fund aggregating $546,161,814 with
associated brokerage commissions of approximately $619,643 were
allocated to persons or firms supplying research services to the
Fund or the Adviser.
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GENERAL INFORMATION
Capitalization
The Fund is a Maryland corporation organized in 1992.
The authorized Capital Stock of the Fund consists of
3,000,000,000 shares of Class A common stock, 3,000,000,000
shares of Class B common stock and 3,000,000,000 shares of
Class C common stock, each having $.001 par value.
All shares of the Fund, when issued, are fully paid and
non-assessable. The Directors are authorized to reclassify and
issue any unissued shares to any number of additional series
without shareholder approval. Accordingly, the Directors in the
future, for reasons such as the desire to establish one or more
additional portfolios with different investment objectives,
policies or restrictions, may create additional classes or series
of shares. Any issuance of shares of another class or series
would be governed by the 1940 Act and the law of the State of
Maryland. If shares of another series were issued in connection
with the creation of a second portfolio, each share of either
portfolio would normally be entitled to one vote for all
purposes. Generally, shares of both portfolios would vote as a
single series on matters, such as the election of Directors, that
affected both portfolios in substantially the same manner. As to
matters affecting each portfolio differently, such as approval of
the Advisory Agreement and changes in investment policy, shares
of each portfolio would vote as a separate series. Procedures
for calling a shareholders' meeting for the removal of Directors
of the Fund, similar to those set forth in Section 16(c) of the
1940 Act will be available to shareholders of the Fund. The
rights of the holders of shares of a series may not be modified
except by the vote of a majority of the outstanding shares of
such series.
An order has been received from the Securities and
Exchange Commission permitting the issuance and sale of three
classes of shares representing interests in the Fund. The
issuance and sale of any additional classes will require an
additional order from the Securities and Exchange Commission.
There is no assurance that such exemptive relief would be
granted.
At January 15, 1996 there were 24,384,986 shares of
common stock of the Fund outstanding including 5,434,724 Class A
shares, 17,306,757 Class B shares and 1,643,505 shares were
Class C shares. To the knowledge of the Fund, the following
persons owned of record, and no person owned beneficially, 5% or
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more of the outstanding shares of the Fund as of January 15,
1996:
No. of % of % of % of
Name and Address Shares Class A Class B Class C
Merrill Lynch
4800 Deer Lake Dr. East
Jacksonville, FL 32246 472,890 8.70
5,877,102 22.40
591,571 35.99
Profit Sharing Plan for
Alliance Employees
Attn: R. Richmond
1345 Ave. of the Americas
New York, NY 10105 706,621 13.00
BHC Securities
100 N. 20th St.
Philadelphia, PA 19103 329,348 6.06
Custodian
State Street Bank and Trust Company, 225 Franklin
Street, Boston, Massachusetts 02110, acts as custodian for the
securities and cash of the Fund but plays no part in deciding the
purchase or sale of portfolio securities.
Principal Underwriter
Alliance Fund Distributors, Inc., 1345 Avenue of the
Americas, New York, New York 10105, serves as the Fund's
Principal Underwriter and as such may solicit orders from the
public to purchase shares of the Fund. Alliance Fund
Distributors, Inc. is not obligated to sell any specific amount
of shares and will purchase shares for resale only against orders
for shares. Under the Agreement between the Fund and the
Principal Underwriter the Fund has agreed to indemnify the
Principal Underwriter, in the absence of its willful misfeasance,
bad faith, gross negligence or reckless disregard of its
obligations thereunder, against certain civil liabilities,
including liabilities under the Securities Act.
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Counsel
Legal matters in connection with the issuance of the
shares of Common Stock offered hereby are passed upon by Seward &
Kissel, One Battery Park Plaza, New York, New York 10004. Seward
& Kissel has relied upon the opinion of Venable, Baetjer and
Howard, LLP, 1800 Mercantile Bank & Trust Building, 2 Hopkins
Plaza, Baltimore, Maryland 21201, for matters relating to
Maryland law.
Independent Accountants
Price Waterhouse LLP, 1177 Avenue of the Americas, New
York, New York 10036, has been appointed as independent
accountants for the Fund.
Performance Information
From time to time the Fund advertises its "total
return". Computed separately for each class, the Fund's total
return is its average annual compounded total return for its most
recently completed one, five and ten year periods (or the period
since the Fund's inception). The Fund's total return for each
such period is computed by finding, through the use of a formula
prescribed by the Commission, the average annual compounded rate
of return over the period that would equate an assumed initial
amount invested to the value of such investment at the end of the
period. For purposes of computing total return, income dividends
and capital gains distributions paid on shares of the Fund are
assumed to have been reinvested when received and the maximum
sales charge applicable to purchases of Fund shares is assumed to
have been paid. The Fund will include performance data for
Class A, Class B and Class C shares in any advertisement or
information including performance data of the Fund.
The Fund's average annual compounded total return for
Class A, Class B and Class C shares for the one year period ended
November 30, 1995 was 49.95%, 49.01% and 48.96%, respectively.
The Fund's compounded total return for Class A, Class B and Class
C shares for the period since inception is 18.49%, 17.84% and
20.08%, respectively. The Fund commenced distribution on
September 17, 1992 for Class A and B shares and on May 3, 1993
for Class C shares.
The Fund's total return is computed separately for
Class A, Class B and Class C shares. The Fund's total return is
not fixed and will fluctuate in response to prevailing market
conditions or as a function of the type and quality of the
securities in the Fund's portfolio and the Fund's expenses.
Total return information is useful in reviewing the Fund's
performance, but such information may not provide a basis for
60
<PAGE>
comparison with bank deposits or other investments which pay a
fixed yield for a stated period of time. An investor's principal
invested in the Fund is not fixed and will fluctuate in response
to prevailing market conditions.
Advertisements quoting performance rankings or ratings
of the Fund as measured by financial publications or by
independent organizations such as Lipper Analytical Services,
Inc. ("Lipper") and Morningstar, Inc. and advertisements
presenting the historical record of payments of income dividends
by the Fund may also from time to time be sent to investor or
placed in newspapers, magazines such as The New York Times, The
Wall Street Journal, Barrons, Investor's Daily, Money Magazine,
Changing Times, Business Week and Forbes or other media on behalf
of the Fund. The Fund has been ranked by Lipper in the category
known as "Growth Fund".
In addition, Lipper has ranked the Fund as; #10 for
Class A shares, #14 for Class B shares and #15 for Class C
shares, respectively, out of 572 growth funds for the period
ended December 31, 1995. The Morningstar ratings and the Lipper
rankings may be used in advertisements and sales literature
relating to such Fund.
Additional Information
Any shareholder inquiries may be directed to the
shareholder's broker or to Alliance Fund Services, Inc. at the
address or telephone numbers shown on the front cover of this
Statement of Additional Information. This Statement of
Additional Information does not contain all the information set
forth in the Registration Statement filed by the Fund with the
Securities and Exchange Commission. Copies of the Registration
Statement may be obtained at a reasonable charge from the
Securities and Exchange Commission or may be examined, without
charge, at the offices of the Securities and Exchange Commission
in Washington, D.C.
61
<PAGE>
ALLIANCE PREMIER GROWTH FUND
ANNUAL REPORT
NOVEMBER 30, 1995
PORTFOLIO OF INVESTMENTS
NOVEMBER 30, 1995 ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
COMPANY SHARES VALUE
- ----------------------------------------------------------------------
COMMON STOCKS AND OTHER INVESTMENTS-95.0%
CONSUMER PRODUCTS & SERVICES-39.4%
AIRLINES-8.7%
British Airways Plc. (ADR)(a) 71,400 $ 5,024,775
KLM Royal Dutch Air 122,410 4,223,145
Northwest Airlines Corp. Cl.A* 128,800 6,488,300
UAL, Corp. 62,350 13,046,737
28,782,957
BIOTECHNOLOGY-1.2%
Amgen, Inc.* 83,000 4,118,875
BROADCASTING & CABLE-7.9%
AirTouch Communications, Inc.* 370,500 10,790,812
Cox Communications, Inc.* 120,100 2,402,000
Tele-Communications, Inc. Cl.A* 500,200 9,253,700
Tele-Comm Liberty Media*
(units) 86,250 2,415,000
Viacom, Inc. Cl.B* 23,995 1,157,759
26,019,271
COSMETICS-1.8%
Gillette Co. 113,500 5,887,813
DRUGS, HOSPITAL SUPPLIES & MEDICAL SERVICES-6.4%
Columbia/HCA Healthcare Corp. 131,500 6,788,687
Pfizer, Inc. 64,100 3,717,800
Schering-Plough Corp. 22,100 1,267,988
United Healthcare Corp. 148,100 9,311,787
21,086,262
ENTERTAINMENT & LEISURE-1.9%
Walt Disney Co. 104,700 6,295,088
FOOD, BEVERAGES & TOBACCO-7.4%
Coca-Cola Co. 24,400 1,848,300
PepsiCo, Inc. 41,700 2,303,925
Philip Morris Cos., Inc. 232,800 20,428,200
24,580,425
RESTAURANTS-3.1%
McDonald's Corp. 226,300 10,098,638
RETAILING-1.0%
Home Depot, Inc. 71,200 3,159,500
Wal-Mart Stores, Inc. 10,200 244,800
3,404,300
130,273,629
TECHNOLOGY-28.1%
COMMUNICATIONS EQUIPMENT-7.7%
cisco Systems, Inc.* 90,300 7,596,487
Ericsson (L.M.) Telephone Co. 108,690 2,581,388
Motorola, Inc. 97,600 5,978,000
Nokia Corp. (ADR)* (b) 175,500 9,520,875
25,676,750
COMPUTER HARDWARE-4.5%
COMPAQ Computer Corp.* 108,000 5,346,000
Hewlett-Packard Co. 114,600 9,497,475
14,843,475
COMPUTER SOFTWARE & SERVICES-5.2%
First Data Corp. 32,000 2,272,000
General Motors Corp. Cl.E 157,100 7,933,550
Microsoft Corp.* 46,800 4,077,450
Oracle Systems Corp.* 63,850 2,897,194
17,180,194
6
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
COMPANY SHARES VALUE
- ----------------------------------------------------------------------
SEMI-CONDUCTORS & RELATED-10.7%
Applied Materials, Inc.* 257,000 $12,496,625
Intel Corp., warrants 3/16/98* 450,000 14,006,250
Micron Technology, Inc. 162,600 8,902,350
35,405,225
93,105,644
FINANCIAL SERVICES-21.7%
BANKING & CREDIT-7.7%
First Bank Systems, Inc. 34,400 1,775,900
First Chicago Corp. 53,600 3,725,200
First Interstate Bancorp 23,200 3,108,800
NationsBank Corp. 66,400 4,739,300
Norwest Corp. 371,200 12,249,600
25,598,800
BROKERAGE & MONEY MANAGEMENT-3.5%
Merrill Lynch & Co., Inc. 205,100 11,408,688
INSURANCE-5.5%
American International Group, Inc. 83,550 7,498,612
General Reinsurance Corp. 34,600 5,177,025
Travelers, Inc. 90,300 5,372,850
18,048,487
MORTGAGE BANKING-3.4%
Federal Home Loan Mortgage Corp. 93,400 7,191,800
Federal National Mortgage Assn. 38,000 4,161,000
11,352,800
SHARES OR
PRINCIPAL
AMOUNT
COMPANY (000) VALUE
- ----------------------------------------------------------------------
OTHER-1.6%
MBNA Corp. 131,400 $ 5,305,275
71,714,050
MULTI INDUSTRY-3.7%
ITT Corp. 101,000 12,385,125
UTILITIES-2.1%
TELEPHONE-2.1%
AT & T Corp. 104,500 6,897,000
Total Common Stocks and Other Investments
(cost $253,832,263) 314,375,448
SHORT TERM INVESTMENTS-3.7%
COMMERCIAL PAPER-3.7%
General Electric Credit Corp.
5.88%, 12/01/95
(amortized cost $12,370,000) $12,370 12,370,000
TOTALINVESTMENTS-98.7%
(cost $266,202,263) 326,745,448
Other assets less liabilities-1.3% 4,387,469
NETASSETS-100% $331,132,917
* Non-income producing security.
(a) Country of origin - United Kingdom.
(b) Country of origin - Finland.
Glossary:
ADR - American Depository Receipt
See notes to financial statements.
7
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1995 ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
ASSETS
Investments in securities, at value (cost $266,202,263) $326,745,448
Cash 282
Receivable for capital stock sold 2,765,456
Receivable for investment securities sold 2,675,944
Dividend receivable 274,957
Deferred organization expenses 112,126
Total assets 332,574,213
LIABILITIES
Payable for capital stock redeemed 441,077
Payable for investment securities purchased 311,368
Advisory fee payable 261,149
Distribution fee payable 226,422
Accrued expenses 201,280
Total liabilities 1,441,296
NET ASSETS $331,132,917
COMPOSITION OF NET ASSETS
Capital stock, at par $20,865
Additional paid-in capital 243,310,847
Accumulated net realized gain 27,258,020
Net unrealized appreciation of investments 60,543,185
$331,132,917
CALCULATION OF MAXIMUM OFFERING PRICE
CLASS A SHARES
Net asset value and redemption price per share($72,365,998/
4,497,552 shares of capital stock issued and outstanding) $16.09
Sales charge-4.25% of public offering price .71
Maximum offering price $16.80
CLASS B SHARES
Net asset value and offering price per share($238,087,540/
15,060,319 shares of capital stock issued and outstanding) $15.81
CLASS C SHARES
Net asset value, redemption and offering price per share($20,679,379/
1,306,812 shares of capital stock issued and outstanding) $15.82
See notes to financial statements.
8
STATEMENT OF OPERATIONS
YEAR ENDED NOVEMBER 30, 1995 ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
INVESTMENT INCOME
Dividends(net of foreign taxes withheld of $44,882) $2,994,474
Interest 349,347 $ 3,343,821
EXPENSES
Advisory fee 2,261,352
Distribution fee - Class A 152,930
Distribution fee - Class B 1,690,053
Distribution fee - Class C 107,066
Transfer agency 409,483
Administrative 138,638
Audit and legal 82,370
Custodian 80,165
Printing 70,045
Registration 66,087
Amortization of organization expenses 64,240
Directors' fees 24,327
Taxes 18,903
Miscellaneous 19,943
Total expenses 5,185,602
Net investment loss (1,841,781)
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain on investments 29,212,645
Net change in unrealized depreciation on investments 61,872,933
Net gain on investments 91,085,578
NET INCREASE IN NET ASSETS FROM OPERATIONS $89,243,797
See notes to financial statements.
9
STATEMENT OF CHANGES IN NET ASSETS ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
YEAR ENDED YEAR ENDED
NOVEMBER 30, NOVEMBER 30,
1995 1994
------------- -------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss $ (1,841,781) $ (2,122,069)
Net realized gain on investments 29,212,645 14,717,095
Net change in unrealized appreciation
(depreciation) on investments 61,872,933 (19,665,055)
Net increase (decrease) in net assets from
operations 89,243,797 (7,070,029)
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net realized gain on investments
Class A (2,048,903) -0-
Class B (8,195,775) -0-
Class C (420,556) -0-
CAPITAL STOCK TRANSACTIONS
Net increase (decrease) 70,088,278 (6,378,068)
Total increase (decrease) 148,666,841 (13,448,097)
NET ASSETS
Beginning of year 182,466,076 195,914,173
End of year $331,132,917 $182,466,076
See notes to financial statements.
10
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1995 ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Premier Growth Fund, Inc. (the "Fund), organized as a Maryland
corporation on July 9, 1992, is registered under the Investment Company Act of
1940 as a non-diversified, open-end management investment company. The Fund
offers Class A, Class B and Class C shares. Class A shares are sold with a
front-end sales charge of up to 4.25%. Class B shares are sold with a
contingent deferred sales charge which declines from 4% to zero depending on
the period of time the shares are held. Class B shares will automatically
convert to Class A shares six years after the end of the calendar month of
purchase. Class C shares are sold without an initial or contingent deferred
sales charge. 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 following is a summary of significant accounting
policies followed by the Fund.
1. SECURITY VALUATION
Securities traded on national securities exchanges are valued at the last
reported sales price, or, if no sale occurred, at the mean of the bid and asked
price at the close of the New York Stock Exchange. Over-the-counter securities
not traded on national securities exchanges are valued at the closing bid
price. Debt securities are valued at the mean of the bid and asked price except
that debt securities maturing within 60 days are valued at amortized cost which
approximates market value. Securities for which current market quotations are
not readily available (including investments which are subject to limitations
as to their sale) are valued at their fair value as determined in good faith by
the Board of Directors.
2. ORGANIZATION EXPENSES
Organization expenses of approximately $316,110 have been deferred and are
being amortized on a straight-line basis through September, 1997.
3. INVESTMENT INCOME AND SECURITY TRANSACTIONS
Security transactions are accounted for on the trade date and dividend income
is recorded on the ex-dividend date. Interest income is recorded on the accrual
basis. The Fund accretes discounts on debt securities owned. Security gains and
losses are determined on the identified cost basis.
4. TAXES
It is the 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.
To reflect reclassifications arising from permanent book/tax differences for
the year ended November 30, 1995, $(1,841,781) was reclassified from
accumulated net investment loss to accumulated net realized gain, and
$(163,404) was reclassified from accumulated net realized gain to additional
paid-in capital.
5. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded on the ex-dividend
date. Income dividends and capital gain distributions are determined in
accordance with income tax regulations, which may differ from generally
accepted accounting principles.
NOTE B: ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Under the terms of an investment advisory agreement, the Fund pays Alliance
Capital Management L.P., (the "Adviser") an advisory fee at an annual rate of
1% of the average daily net assets of the Fund. Such fee is accrued daily and
paid monthly. The Adviser has agreed, under the terms of the investment
advisory agreement, to reimburse the Fund to the extent that its aggregate
expenses (exclusive of interest, taxes, brokerage, distribution fee, and
extraordinary expenses) exceed the limits prescribed by any state in which the
Fund's shares are qualified for sale. The Adviser believes that the most
restrictive expense ratio limitation imposed by any state is 2.5% of the first
$30 million of its average daily net assets, 2.0% of the next $70 million of
its average daily net assets and 1.5% of its average daily net assets in excess
of $100 million. No such reimbursement was required for the year ended November
30, 1995. Pursuant to the advisory agreement, the Fund paid $138,638 to the
Adviser representing the cost of certain legal and accounting services provided
to the Fund by the Adviser for the year ended
11
NOTES TO FINANCIAL STATEMENTS (CONTINUED) ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
November 30, 1995. The Fund compensates 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
Fund. Such compensation amounted to $256,719 for the year ended November 30,
1995.
Alliance Fund Distributors, Inc. (a wholly-owned subsidiary of the Adviser)
serves as the Distributor of the Fund's shares. The Distributor received
front-end sales charges of $33,038 from the sale of Class A shares and $239,569
in contingent deferred sales charges imposed upon redemptions by shareholders
of Class B shares for the year ended November 30, 1995.
Brokerage commissions paid on securities transactions for the year ended
November 30, 1995, amounted to $619,643, 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.
NOTE C: DISTRIBUTION SERVICES AGREEMENT
The Fund has adopted a Distribution Services Agreement (the "Agreement")
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the
Agreement, the Fund pays a distribution fee to the Distributor at an annual
rate of up to .50 of 1% of the average daily net assets attributable to the
Class A shares and 1% of the average daily net assets attributable to the Class
B and Class C shares. Such fee is accrued daily and paid monthly. The Agreement
provides that the Distributor will use such payments in their entirety for
distribution assistance and promotional activities. The Distributor has
incurred expenses in excess of the distribution costs reimbursed by the Fund in
the amount of $5,101,361 and $267,542, for Class B and C shares, respectively;
such costs may be recovered from the Fund in future periods so long as the
Agreement is in effect. In accordance with the Agreement, there is no provision
for recovery of unreimbursed distribution costs, incurred by the Distributor,
beyond the current fiscal year for Class A shares. The Agreement also provides
that the Adviser may use its own resources to finance the distribution of the
Fund's shares.
NOTE D: INVESTMENT TRANSACTIONS
Purchases and sales of investment securities (excluding short-term investments)
aggregated $293,795,939 and $252,365,875, respectively, for the year ended
November 30, 1995. There were no purchases or sales of U.S. Government or
government agency obligations for the year ended November 30, 1995.
At November 30, 1995 the cost of securities for federal income tax purposes was
$266,313,700. Accordingly, gross unrealized appreciation of investments was
$61,977,331 and gross unrealized depreciation of investments was $1,545,583
resulting in net unrealized appreciation of $60,431,748.
NOTE E: SUBSEQUENT EVENT
Alliance Premier Growth Fund's Board of Directors has approved the acquisition
by the Fund of the assets and certain liabilities of the Alliance Counterpoint
Fund in exchange for each class of shares of the Fund. A meeting of
shareholders is currently scheduled for February 29, 1996 to consider approval
of this transaction.
12
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
NOTE F: CAPITAL STOCK
There are 9,000,000,000 shares of $0.001 par value capital stock authorized,
divided into three classes, designated Class A, Class B and Class C shares.
Each Class consists of 3,000,000,000 authorized shares. Transactions in capital
stock were as follows:
SHARES AMOUNT
-------------------------- ---------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
NOVEMBER 30, NOVEMBER 30, NOVEMBER 30, NOVEMBER 30,
1995 1994 1995 1994
----------- ------------ ------------- -------------
CLASS A
Shares sold 2,089,549 724,402 $29,939,297 $ 8,578,358
Shares issued in
reinvestment of
distributions 169,905 -0- 1,789,100 -0-
Shares redeemed (841,979) (1,074,753) (10,952,691) (12,684,053)
Net increase(decrease) 1,417,475 (350,351) $20,775,706 $ (4,105,695)
CLASS B
Shares sold 5,397,522 2,561,556 $75,559,108 $ 30,140,522
Shares issued in
reinvestment of
distributions 571,259 -0- 5,946,806 -0-
Shares redeemed (3,304,696) (3,099,737) (41,887,940) (36,204,123)
Net increase(decrease) 2,664,085 (538,181) $39,617,974 $ (6,063,601)
CLASS C
Shares sold 941,434 541,546 $13,348,558 $ 6,428,560
Shares issued in
reinvestment of
distributions 22,275 -0- 232,105 -0-
Shares redeemed (305,550) (225,438) (3,886,065) (2,637,332)
Net increase 658,159 316,108 $ 9,694,598 $ 3,791,228
13
FINANCIAL HIGHLIGHTS ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD
CLASS A
-----------------------------------------------
YEAR ENDED NOVEMBER 30, SEP. 28,1992*
-------------------------------- TO
1995 1994 1993 NOV. 30,1992
--------- --------- --------- --------------
Net asset value, beginning
of period $11.41 $11.78 $10.79 $10.00
INCOME FROM INVESTMENT
OPERATIONS
Net investment income (loss) (.03) (.09) (.05) .01
Net realized and unrealized
gain (loss) on investments 5.38 (.28) 1.05 .78
Net increase (decrease) in net
asset value from operations 5.35 (.37) 1.00 .79
LESS: DISTRIBUTIONS
Dividends from net investment
income -0- -0- (.01) -0-
Distributions from net
realized gains (.67) -0- -0- -0-
Total dividends and
distributions (.67) -0- (.01) -0-
Net asset value, end of period $16.09 $11.41 $11.78 $10.79
TOTAL RETURN
Total investment return based
on net asset value (a) 49.95% (3.14)% 9.26% 7.90%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted) $72,366 $35,146 $40,415 $4,893
Ratio of expenses to average
net assets 1.75% 1.96% 2.18% 2.17%(b)(c)
Ratio of net investment income
(loss) to average net assets (.28)% (.67)% (.61)% .91%(b)(c)
Portfolio turnover rate 114% 98% 68% -0-%
See footnote summary on page 16.
14
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD
CLASS B
-----------------------------------------------
YEAR ENDED NOVEMBER 30, SEP. 28,1992*
-------------------------------- TO
1995 1994 1993 NOV. 30,1992
--------- --------- --------- --------------
Net asset value, beginning
of period $11.29 $11.72 $10.79 $10.00
INCOME FROM INVESTMENT
OPERATIONS
Net investment loss (.11) (.15) (.10) -0-
Net realized and unrealized
gain (loss) on investments 5.30 (.28) 1.03 .79
Net increase (decrease) in net
asset value from operations 5.19 (.43) .93 .79
LESS: DISTRIBUTIONS
Distributions from net
realized gains (.67) -0- -0- -0-
Net asset value, end of period $15.81 $11.29 $11.72 $10.79
TOTAL RETURN
Total investment return based
on net asset value (a) 49.01% (3.67)% 8.64% 7.90%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted) $238,088 $139,988 $151,600 $19,941
Ratio of expenses to average
net assets 2.43% 2.47% 2.70% 2.68%(b)(c)
Ratio of net investment income
(loss) to average net assets (.95)% (1.19)% (1.14)% .35%(b)(c)
Portfolio turnover rate 114% 98% 68% -0-%
See footnote summary on page 16.
15
FINANCIAL HIGHLIGHTS (CONTINUED) ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD
CLASS C
-------------------------------------
YEAR ENDED NOVEMBER 30, MAY 3,1993**
----------------------- TO
1995 1994 NOV. 30,1993
----------- ---------- ------------
Net asset value, beginning of period $11.30 $11.72 $10.48
INCOME FROM INVESTMENT OPERATIONS
Net investment loss (.08) (.09) (.05)
Net realized and unrealized gain (loss)
on investments 5.27 (.33) 1.29
Net increase (decrease) in net asset
value from operations 5.19 (.42) 1.24
LESS:DISTRIBUTIONS
Distributions from net realized gains (.67) -0- -0-
Net asset value, end of period $15.82 $11.30 $11.72
TOTAL RETURN
Total investment return based on net
asset value (a) 48.96% (3.58)% 11.83%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period(000's omitted) $20,679 $7,332 $3,899
Ratio of expenses to average net assets 2.42% 2.47% 2.79%(c)
Ratio of net investment loss to
average net assets (.97)% (1.16)% (1.35)%(c)
Portfolio turnover rate 114% 98% 68%
* Commencement of operations.
** Commencement of distribution.
(a) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period. Initial sales charge or contingent
deferred sales charge is not reflected in the calculation of total investment
return. Total investment return calculated for a period of less than one year
is not annualized.
(b) If the Fund had borne all expenses, the expense ratios would have been
3.33% and 3.78% for Class A and Class B shares, respectively. The net
investment loss ratios would have been (.25)% and (.75)%, for Class A and Class
B, respectively.
(c) Annualized.
16
REPORT OF INDEPENDENT ACCOUNTANTS ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
ALLIANCE PREMIER GROWTH FUND, INC.
In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Alliance Premier Growth Fund, Inc.
(the "Fund") at November 30, 1995, the results of its operations for the year
then ended, the changes in its net assets for each of the two years in the
period then ended and the financial highlights for the three years then ended
and for the period September 28, 1992 (commencement of operations) to November
30, 1992, in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits, which included confirmation of
securities at November 30, 1995 by correspondence with the custodian and
brokers and the application of alternative auditing procedures where
confirmations from brokers were not received, provide a reasonable basis for
the opinion expressed above.
PRICE WATERHOUSE LLP
New York, New York
January 16, 1996
62
<PAGE>
APPENDIX A
Stock Index Futures Characteristics. Currently, stock
index futures contracts can be purchased or sold with
respect to the Standard & Poor's 500 Stock Index on the
Chicago Mercantile Exchange, the New York Stock Exchange
Composite Index on the New York Futures Exchange and the
Value Line Stock Index on the Kansas City Board of Trade.
The Adviser does not believe that differences in composition
of the three indices will create any differences in the
price movements of the stock index futures contracts in
relation to the movements in such indices. However, such
differences in the indices may result in differences in
correlation of the futures contracts with movements in the
value of the securities being hedged. The Fund reserves the
right to purchase or sell stock index futures contracts that
may be created in the future. Certain exchanges and Boards
of Trade have established daily limits on the amount that
the price of a stock index futures contract may vary, either
up or down, from the previous day's settlement price which
limitations may restrict the Fund's ability to purchase or
sell certain stock index futures contracts on a particular
day.
Unlike the purchase or sale of a specific security by
the Fund, no price is paid or received by the Fund upon the
purchase or sale of a futures contract. Initially, the Fund
will be required to deposit with the broker through which
such transaction is effected or in a segregated account with
the Fund's Custodian an amount of cash or U.S. Government
securities or other liquid high-quality debt securities
equal to the market value of the stock index futures
contract less any amounts maintained in a margin account
with the Fund's broker. This amount is known as initial
margin. The nature of initial margin in futures transactions
is different from that of margin in security transactions in
that futures contract margin does not involve the borrowing
of funds to finance transactions. Rather, the initial
margin is in the nature of a performance bond or good faith
deposit on the contract which is returned to the Fund upon
termination of the futures contract, assuming all
contractual obligations have been satisfied. Additional
payments of cash, Government securities or other liquid
high-quality debt securities, called variation margin, to
and from the broker may be made on a daily basis as the
price of the underlying stock index fluctuates, a process
known as marking to the market. For example, when the Fund
has purchased a stock index futures contract and the price
of the futures contract has risen in response to a rise in
A-1
<PAGE>
the underlying stock index, that position will have
increased in value and the Fund will receive from the broker
a variation margin payment equal to that increase in value.
Conversely, where the Fund has purchased a stock index
futures contract and the price of the futures contract has
declined in response to a decrease in the underlying stock
index, the position would be less valuable and the Fund
would be required to make avariation margin payment to the
broker. At any time prior to expiration of the futures
contract, the Adviser may elect to close the position by
taking an opposite position which will operate to terminate
the Fund's position in the futures contract. A final
determination of variation margin is then made, additional
cash is required to be paid by or released to the Fund, and
the Fund realizes a loss or gain.
Risks of Transactions in Stock Index Futures. There are
several risks in connection with the use of stock index
futures by the Fund as a hedging device. One risk arises
because of the imperfect correlation between movements in
the price of the stock index futures and movements in the
price of the securities which are the subject of the hedge.
The price of the stock index futures may move more than or
less than the price of the securities being hedged. If the
price of the stock index futures moves less than the price
of the securities which are the subject of the hedge, the
hedge will not be fully effective but, if the price of the
securities being hedged has moved in an unfavorable
direction, the Fund would be in a better position than if it
had not hedged at all. If the price of the securities being
hedged has moved in a favorable direction, this advantage
will be partially offset by the loss on the index future.
If the price of the future moves more than the price of the
stock, the Fund will experience either a loss or gain on the
future which will not be completely offset by movements in
the price of the securities which are the subject of the
hedge. To compensate for the imperfect correlation of
movements in the price of securities being hedged and
movements in the price of the stock index futures, the Fund
may buy or sell stock index futures contracts in a greater
dollar amount than the dollar amount of securities being
hedged if the volatility over a particular time period of
the prices of such securities has been greater than the
volatility over such time period for the index, or if
otherwise deemed to be appropriate by the Adviser.
Conversely, the Fund may buy or sell fewer stock index
futures contracts if the volatility over a particular time
period of the prices of the securities being hedged is less
than the volatility over such time period of the stock
index, or if otherwise deemed to be appropriate by the
Adviser. It is also possible that, where the Fund has sold
A-2
<PAGE>
futures to hedge its portfolio against a decline in the
market, the market may advance and the value of securities
held in the Fund may decline. If this occurred, the Fund
would lose money on the futures contract and also experience
a decline in value in its portfolio securities. However,
over time the value of the Fund's portfolio should tend to
move in the same direction as the market indices upon which
the futures are based, although there may be deviations
arising from differences between the composition of the Fund
and the stocks comprising the index.
Where futures are purchased to hedge against a possible
increase in the price of stock before the Fund is able to
invest its cash (or cash equivalents) in stocks (or options)
in an orderly fashion, it is possible that the market may
decline instead. If the Fund then concludes not to invest
in stock or options at that time because of concern as to
possible further market decline or for other reasons, the
Fund will realize a loss on the futures contract that is not
offset by a reduction in the price of securities purchased.
In addition to the possibility that there may be an
imperfect correlation, or no correlation at all, between
movements in the stock index futures and the portion of the
portfolio being hedged, the price of stock index futures may
not correlate perfectly with movement in the stock index due
to certain market distortions. Rather than meeting
additional margin deposit requirements, investors may close
futures contracts through off-setting transactions which
could distort the normal relationship between the index and
futures markets. Secondly, from the point of view of
speculators, the deposit requirements in the futures market
are less onerous than margin requirements in the securities
market. Therefore, increased participation by speculators in
the futures market may also cause temporary price
distortions. Due to the possibility of price distortion in
the futures market, and because of the imperfect correlation
between the movements in the stock index and movements in
the price of stock index futures, a correct forecast of
general market trends by the Adviser may still not result in
a successful hedging transaction over a short time frame.
Positions in stock index futures may be closed out only
on an exchange or board of trade which provides a secondary
market for such futures. Although the Fund intends to
purchase or sell futures only on exchanges or boards of
trade where there appear to be active secondary markets,
there is no assurance that a liquid secondary market on any
exchange or board of trade will exist for any particular
contract or at any particular time. In such event, it may
not be possible to close a futures investment position, and
A-3
<PAGE>
in the event of adverse price movements, the Fund would
continue to be required to make daily cash payments of
variation margin. However, in the event futures contracts
have been used to hedge portfolio securities, such
securities will not be sold until the futures contract can
be terminated. In such circumstances, an increase in the
price of the securities, if any, may partially or completely
offset losses on the futures contract. However, as described
above, there is no guarantee that the price of the
securities will in fact correlate with the price movements
in the futures contract and thus provide an offset on a
futures contract.
The Fund's Adviser intends to purchase and sell futures
contracts on the stock index for which it can obtain the
best price with due consideration to liquidity.
Successful use of stock index futures by the Fund is
also subject to the Adviser's ability to predict correctly
movements in the direction of the market. For example, if
the Fund has hedged against the possibility of a decline in
the market adversely affecting stocks held in its portfolio
and stock prices increase instead, the Fund will lose part
or all of the benefit of the increased value of its stock
which it has hedged because it will have offsetting losses
in its futures positions. In addition, in such situations,
if the Fund has insufficient cash, it may have to sell
securities to meet daily variation margin requirements.
Such sales of securities may be, but will not necessarily
be, at increased prices which reflect the rising market.
The Fund may have to sell securities at a time when it may
be disadvantageous to do so.
A-4
00250227.AF3
<PAGE>
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1995 ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
COMPANY SHARES VALUE
- ----------------------------------------------------------------------
COMMON STOCKS-98.9%
CONSUMER PRODUCTS & SERVICES-57.4%
AUTO & RELATED-2.4%
Allen Group, Inc. 16,000 $ 580,000
General Motors Corp. Cl.E 10,000 455,000
1,035,000
BROADCASTING & CABLE-15.2%
Cellular Communications, Inc.* 26,500 1,424,375
Comcast Corp. Cl.A (SPL) 55,000 1,100,000
LIN Television Corp.* 12,000 372,000
News Corp., Ltd. 43,000 946,000
Tele-Communications, Inc.* 23,000 615,250
United International Holdings Co. Cl. A* 35,000 647,500
Viacom, Inc.* 32,000 1,592,000
6,697,125
COSMETICS-3.5%
Gillette Co. 32,000 1,524,000
DRUGS, HOSPITAL SUPPLIES & MEDICAL SERVICES-17.7%
Abbott Laboratories 37,000 1,577,125
Bristol-Myers Squibb Co. 12,000 874,500
Invacare Corp. 33,000 1,584,000
Merck & Co., Inc. 20,000 1,120,000
Stryker Corp. 35,000 1,631,875
United Healthcare Corp. 20,000 977,500
7,765,000
ENTERTAINMENT & LEISURE TIME-4.4%
Time Warner, Inc. 10,000 397,500
Walt Disney Co. 27,000 1,549,125
1,946,625
FOOD, BEVERAGES & TOBACCO-9.8%
PepsiCo, Inc. 26,000 $1,326,000
Philip Morris Cos., Inc. 14,000 1,169,000
UST, Inc. 20,000 572,500
Wrigley (Wm.) Jr. Co. 25,000 1,262,500
4,330,000
RESTAURANTS & LODGING-2.6%
McDonald's Corp. 30,000 1,147,500
RETAILING-1.8%
Home Depot, Inc. 20,000 797,500
25,242,750
FINANCIAL SERVICES-21.7%
BANKING & CREDIT-5.6%
MBNA Corp. 30,000 1,248,750
Northern Trust Corp. 27,000 1,242,000
2,490,750
BROKERAGE-3.7%
Morgan Stanley Group, Inc. 17,000 1,634,125
INSURANCE-7.7%
American International Group, Inc. 16,000 1,360,000
Progressive Corp. 45,000 2,013,750
3,373,750
MORTGAGE-4.7%
Charter One Financial, Inc. 35,000 1,032,500
Federal National Mortgage Assn. 10,000 1,035,000
2,067,500
9,566,125
TECHNOLOGY-13.5%
COMPUTER SOFTWARE & SERVICES-4.0%
Intuit, Inc.* 14,000 658,000
Microsoft Corp.* 12,000 1,086,000
1,744,000
6
COMPANY SHARES VALUE
- ----------------------------------------------------------------------
SEMI-CONDUCTORS & RELATED-9.5%
Intel Corp. 35,000 $2,104,375
Motorola, Inc. 27,000 2,062,125
4,166,500
5,910,500
BASIC INDUSTRIES-3.3%
ELECTRICAL EQUIPMENT-1.9%
General Electric Co. 13,000 828,750
OIL & GAS-1.4%
Royal Dutch Petroleum Co. 5,000 613,750
1,442,500
SHARES OR
PRINCIPAL
AMOUNT
COMPANY (000) VALUE
- ----------------------------------------------------------------------
UTILITIES-3.0%
TELEPHONE-3.0%
AirTouch Communications, Inc.* 19,000 $ 581,875
ALLTEL Corp. 25,000 746,875
1,328,750
Total Common Stocks
(cost $27,369,321) 43,490,625
COMMERCIAL PAPER-1.5%
American Express Co.
5.75%, 10/02/95
(amortized cost $634,899) $635 634,899
TOTAL INVESTMENTS-100.4%
(cost $28,004,220) 44,125,524
Other assets less liabilities-(0.4%) (155,119)
NET ASSETS-100% $43,970,405
* Non-income producing security.
See notes to financial statements.
7
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1995 ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
ASSETS
Investments in securities, at value (cost $28,004,220) $44,125,524
Cash 12,575
Receivable for investment securities sold 199,643
Dividends receivable 70,648
Receivable for shares of beneficial interest sold 31,977
Total assets 44,440,367
LIABILITIES
Payable for investment securities purchased 279,375
Payable for shares of beneficial interest redeemed 44,654
Advisory fee payable 26,549
Distribution fee payable 12,211
Accrued expenses 107,173
Total liabilities 469,962
NET ASSETS $43,970,405
COMPOSITION OF NET ASSETS
Shares of beneficial interest, at par $23,283
Additional paid-in capital 22,161,327
Accumulated net realized gain 5,664,491
Net unrealized appreciation of investments 16,121,304
$43,970,405
CALCULATION OF MAXIMUM OFFERING PRICE
CLASS A SHARES
Net asset value and redemption price per share ($40,814,514/
2,157,860 shares of beneficial interest issued and outstanding) $18.91
Sales charge-4.25% of public offering price .84
Maximum offering price $19.75
CLASS B SHARES
Net asset value and offering price per share ($2,490,869/
134,563 shares of beneficial interest issued and outstanding) $18.51
CLASS C SHARES
Net asset value, redemption and offering price per share ($665,022/
35,892 shares of beneficial interest issued and outstanding) $18.53
See notes to financial statements.
8
STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1995 ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $5,787) $545,126
Interest 13,535 $ 558,661
EXPENSES
Advisory fee 304,705
Distribution fee - Class A 116,813
Distribution fee - Class B 11,989
Distribution fee - Class C 4,909
Administrative 142,812
Audit and legal 88,950
Custodian 66,952
Registration 59,315
Transfer agency 52,623
Trustees' fees 32,474
Printing 32,266
Miscellaneous 19,191
Total expenses 932,999
Net investment loss (374,338)
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain on investments 5,764,023
Net change in unrealized appreciation of investments 5,516,315
Net gain on investments 11,280,338
NET INCREASE IN NET ASSETS FROM OPERATIONS $10,906,000
See notes to financial statements.
9
STATEMENT OF CHANGES IN NET ASSETS ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
YEAR ENDED YEAR ENDED
SEP. 30, SEP. 30,
1995 1994
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss $ (374,338) $ (232,082)
Net realized gain on investments 5,764,023 6,398,156
Net change in unrealized appreciation
of investments 5,516,315 (9,126,084)
Net increase(decrease) in net assets
from operations 10,906,000 (2,960,010)
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net realized gain on investments
Class A (6,017,059) (8,811,714)
Class B (66,236) (34,271)
Class C (63,528) (47,987)
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
Net decrease (4,446,178) (12,206,038)
Total increase (decrease) 312,999 (24,060,020)
NET ASSETS
Beginning of year 43,657,406 67,717,426
End of year $43,970,405 $43,657,406
See notes to financial statements.
10
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1995 ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Counterpoint Fund (the 'Fund') is registered under the Investment
Company Act of 1940 as a diversified, open-end investment company. The Fund
offers Class A, Class B and Class C shares. Class A shares are sold with a
front-end sales charge of up to 4.25%. Class B shares are sold with a
contingent deferred sales charge which declines from 4% to zero depending on
the period of time the shares are held. Class B shares will automatically
convert to Class A shares eight years after the end of the calendar month of
purchase. Class C shares are sold without an initial or contingent deferred
sales charge. 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 following is a summary of significant accounting
policies followed by the Fund.
1. SECURITY VALUATION
Portfolio securities traded on national securities exchanges are valued at the
last reported sales price, or, if no sale occurred, at the mean of the bid and
asked price at the regular close of the New York Stock Exchange.
Over-the-counter securities not traded on national securities exchanges are
valued at the mean of the closing bid and asked price. Securities which mature
in 60 days or less are valued at amortized cost which approximates market
value. Securities for which current market quotations are not readily available
(including investments which are subject to limitations as to their resale) are
valued at their fair value as determined in good faith by the Board of Trustees.
2. TAXES
It is the 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 applicable, to
shareholders. Therefore, no provisions for federal income or excise taxes are
required.
3. INVESTMENT INCOME AND SECURITY TRANSACTIONS
Dividend income is recorded on the ex-dividend date. Interest income, including
amortization for premium and discount, is accrued daily. Security transactions
are accounted for on the date the securities are purchased or sold. Security
gains and losses are determined on the identified cost basis.
4. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded on the ex-dividend
date and are determined in accordance with income tax regulations.
5. RECLASSIFICATION OF NET ASSETS
As the Fund may not utilize net operating losses in future periods for tax
purposes, the Fund reclassified net operating losses of $374,338 to additional
paid-in capital at September 30, 1995. This reclassification had no effect on
net assets.
NOTE B: ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Under the terms of an investment advisory agreement, the Fund pays Alliance
Capital Management L.P., (the 'Adviser') an advisory fee at an annual rate of
.75 of 1% of the average daily net assets of the Fund. Such fee is accrued
daily and paid monthly.
The Adviser has agreed, under the terms of the investment advisory agreement,
to reimburse the Fund to the extent that its aggregate expenses (exclusive of
interest, taxes, brokerage, distribution fees and extraordinary expenses)
exceed the limits prescribed by any state in which the Fund's shares are
qualified for sale. The Fund believes that the most restrictive expense ratio
limitation
11
NOTES TO FINANCIAL STATEMENTS (CONTINUED) ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
imposed by any state is 2.5% of the first $30 million of its average daily net
assets, 2% of the next $70 million of its average daily net assets and 1.5% of
its average daily net assets in excess of $100 million. No reimbursement was
required for the year ended September 30, 1995. Pursuant to the advisory
agreement, the Fund paid $142,812 to the Adviser representing the cost of
certain legal and accounting services provided to the Fund by the Adviser for
the year ended September 30, 1995.
The Fund compensates Alliance Fund Services, Inc. (a wholly-owned subsidiary of
the Adviser) under a Service Agreement for providing personnel and facilities
to perform transfer agency services for the Fund. Such compensation amounted to
$34,260 for the year ended September 30, 1995.
Alliance Fund Distributors, Inc. (a wholly-owned subsidiary of the Adviser)
serves as the Distributor of the Fund's shares. The Distributor received sales
charges of $1,343 from the sale of Class A shares and $5,325 in contingent
deferred sales charges imposed upon redemptions by shareholders of Class B
shares for the year ended September 30, 1995.
Brokerage commissions paid on securities transactions for the year ended
September 30, 1995 amounted to $57,130 none of which was paid to affiliated
brokers.
NOTE C: DISTRIBUTION SERVICES AGREEMENT
The Fund has adopted a Distribution Services Agreement (the 'Agreement')
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the
Agreement, the Fund pays a distribution fee to the Distributor at an annual
rate of up to .30 of 1% of the Fund's average daily net assets attributable to
Class A shares and 1% of the average daily net assets attributable to both
Class B and Class C shares. Such fee is accrued daily and paid monthly. The
Agreement provides that the Distributor will use such payments in their
entirety for distribution assistance and promotional activities. The
Distributor has incurred expenses in excess of the distribution costs
reimbursed by the Fund in the amount of $369,497 and $193,244, for Class B and
C shares, respectively; such costs may be recovered from the Fund in future
periods so long as the Agreement is in effect. In accordance with the
Agreement, there is no provision for recovery of unreimbursed distribution
costs incurred by the Distributor beyond the current fiscal year for Class A
shares. The Agreement also provides that the Adviser may use its own resources
to finance the distribution of the Fund's shares.
NOTE D: INVESTMENT TRANSACTIONS
Total purchases and sales of investment securities (excluding short-term
investments) aggregated $12,273,345 and $23,477,798, respectively, for the year
ended September 30, 1995. At September 30, 1995, the cost of securities for
federal income tax purposes was $28,058,500. Accordingly, gross unrealized
appreciation of investments was $16,213,183 and gross unrealized depreciation
of investments was $146,159, resulting in net unrealized appreciation of
$16,067,024.
12
ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
NOTE E: SHARES OF BENEFICIAL INTEREST
There is an unlimited number of $.01 par value shares of beneficial interest
authorized, designated Class A, Class B and Class C shares. Transactions in
shares of beneficial interest were as follows:
SHARES AMOUNT
------------------------ ----------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
SEP. 30, SEP. 30, SEP., 30, SEP. 30,
1995 1994 1995 1994
---------- ------------ ------------- -------------
CLASS A
Shares sold 170,232 230,472 $ 2,678,638 $ 4,094,191
Shares issued in
reinvestment of
distributions 372,182 427,840 5,236,597 7,615,558
Shares redeemed (876,701) (1,390,350) (14,198,393) (24,619,455)
Net decrease (334,287) (732,038) $ (6,283,158) $(12,909,706)
CLASS B
Shares sold 222,071 36,284 $ 3,610,291 $ 656,549
Shares issued in
reinvestment of
distributions 3,246 1,211 44,952 21,430
Shares redeemed (121,879) (12,139) (1,993,362) (220,299)
Net increase 103,438 25,356 $ 1,661,881 $ 457,680
CLASS C
Shares sold 31,314 19,402 $ 514,912 $ 354,646
Shares issued in
reinvestment of
distributions 2,218 1,288 30,739 22,802
Shares redeemed (22,328) (7,610) (370,552) (131,460)
Net increase 11,204 13,080 $ 175,099 $ 245,988
13
FINANCIAL HIGHLIGHTS ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
YEAR
<TABLE>
<CAPTION>
CLASS A
---------------------------------------------------------
YEAR ENDED SEPTEMBER 30,
---------------------------------------------------------
1995 1994 1993 1992 1991
----------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $17.14 $20.89 $19.45 $19.08 $15.18
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (.15)(d) (.10) (.01) .13 .17
Net realized and unrealized gain (loss)
on investments 4.54 (.82) 2.60 1.76 4.92
Net increase (decrease) in net asset value
from operations 4.39 (.92) 2.59 1.89 5.09
LESS: DISTRIBUTIONS
Dividends from net investment income -0- -0- (.04) (.16) (.20)
Distributions from net realized gains (2.62) (2.83) (1.11) (1.36) (.99)
Total dividends and distributions (2.62) (2.83) (1.15) (1.52) (1.19)
Net asset value, end of year $18.91 $17.14 $20.89 $19.45 $19.08
TOTAL RETURN
Total investment return based on
net asset value (a) 30.87% (4.91)% 13.76% 10.76% 35.39%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $40,815 $42,712 $67,356 $70,876 $59,690
Ratio of expenses to average net assets 2.28% 1.94% 1.79% 1.62% 1.64%
Ratio of net investment income (loss)
to average net assets (.89)% (.43)% (.04)% .79% 1.02%
Portfolio turnover rate 30% 25% 48% 39% 38%
</TABLE>
See footnote summary on page 16.
14
ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
PERIOD
CLASS B
---------------------------------------
MAY 3, 1993(B)
TO
YEAR ENDED SEPTEMBER 30, SEPTEMBER 30,
------------------------ -------------
1995 1994 1993
-------------- --------- -------------
Net asset value, beginning of period $16.94 $20.82 $18.51
INCOME FROM INVESTMENT OPERATIONS
Net investment loss (.27)(d) (.08) (.07)
Net realized and unrealized gain (loss)
on investments 4.46 (.97) 2.38
Net increase (decrease) in net asset
value from operations 4.19 (1.05) 2.31
LESS: DISTRIBUTIONS
Distributions from net realized gains (2.62) (2.83) -0-
Net asset value, end of period $18.51 $16.94 $20.82
TOTAL RETURN
Total investment return based on
net asset value (a) 29.94% (5.63)% 12.48%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $2,491 $527 $120
Ratio of expenses to average net assets 3.05% 2.73% 3.35%(c)
Ratio of net investment loss to average
net assets (1.64)% (1.17)% (1.60)%(c)
Portfolio turnover rate 30% 25% 48%
See footnote summary on page 16.
15
FINANCIAL HIGHLIGHTS (CONTINUED) ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
PERIOD
CLASS C
---------------------------------------
MAY 3, 1993(B)
TO
YEAR ENDED SEPTEMBER 30, SEPTEMBER 30,
------------------------ -------------
1995 1994 1993
-------------- --------- -------------
Net asset value, beginning of period $16.95 $20.83 $18.51
INCOME FROM INVESTMENT OPERATIONS
Net investment loss (.26)(d) (.14) (.05)
Net realized and unrealized gain (loss)
on investments 4.46 (.91) 2.37
Net increase (decrease) in net asset
value from operations 4.20 (1.05) 2.32
LESS: DISTRIBUTIONS
Distributions from net realized gains (2.62) (2.83) -0-
Net asset value, end of period $18.53 $16.95 $20.83
TOTAL RETURN
Total investment return based on
net asset value (a) 29.99% (5.62)% 12.53%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $665 $418 $242
Ratio of expenses to average net assets 2.99% 2.66% 3.22%(c)
Ratio of net investment loss to average
net assets (1.60)% (1.11)% (1.34)%(c)
Portfolio turnover rate 30% 25% 48%
(a) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period. Initial sales charge or contingent
deferred sales charge is not reflected in the calculation of total investment
return. Total investment return calculated for a period of less than one year
is not annualized.
(b) Commencement of distribution.
(c) Annualized.
(d) Based on average shares outstanding.
16
REPORT OF ERNST & YOUNG LLP
INDEPENDENT AUDITORS ALLIANCE COUNTERPOINT FUND
_______________________________________________________________________________
TO THE SHAREHOLDERS AND BOARD OF TRUSTEES ALLIANCE COUNTERPOINT FUND
We have audited the accompanying statement of assets and liabilities of
Alliance Counterpoint Fund (the 'Fund'), including the portfolio of
investments, as of September 30, 1995, and the related statement of operations
for the year then ended, the statement of changes in net assets for each of the
two years in the period then ended and the financial highlights for each of the
periods indicated therein. These financial statements and financial highlights
are the responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial highlights based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
September 30, 1995, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Alliance Counterpoint Fund at September 30, 1995, the results of its operations
for the year then ended the changes in its net assets for each of the two years
in the period then ended, and the financial highlights for each of the
indicated periods, in conformity with generally accepted accounting principles.
Ernst &Young LLP
New York, New York
November 3, 1995
<PAGE>
Pro Forma Combined Financial
Information as of November 30, 1995
The following unaudited pro forma combined financial
information relates to the acquisition of the assets and
liabilities of Alliance Counterpoint Fund ("Counterpoint Fund")
by and in exchange for shares of Alliance Premier Growth Fund,
Inc. ("Premier Growth Fund") (the "Transaction"). The
information gives effect to the Transaction as if it had occurred
as of December 1, 1995 and consists of a statement of the pro
forma combined portfolio of investments, a statement of assets
and liabilities and a statement of operations. The pro forma
combined results of operations are not indicative of future
operations or actual results had the combination been consummated
as of December 1, 1995. This unaudited information should be
read in conjunction with the separate financial statements of
Counterpoint Fund and Premier Growth Fund.
<PAGE>
PRO-FORMA COMBINED
PORTFOLIO OF INVESTMENTS
ALLIANCE PREMIER GROWTH FUND
ALLIANCE COUNTERPOINT FUND
November 30, 1995 (unaudited)
Company Shares Value
_______ ______ _____
COMMON STOCKS AND OTHER INVESTMENTS--95.4%
CONSUMER PRODUCTS & SERVICES--43.7%
AIRLINES 7.7%
British Airways Plc. (ADR) 71,400 $5,024,775
KLM Royal Dutch Air 122,410 4,223,145
Northwest Airlines Corp. Cl.A* 128,800 6,488,300
UAL Corp. 62,350 13,046,737
28,782,957
AUTO & RELATED 2.4%
Allen Group, Inc. 16,000 422,000
General Motors Corp.Cl.E 167,100 8,438,550
8,860,550
BIOTECHNOLOGY1.1%
Amgen, Inc.* 83,000 4,118,875
BROADCASTING & CABLE 8.8%
Airtouch Communications, Inc.* 395,500 11,518,937
CSX Communications, Inc.* 120,100 2,402,000
Cellular Communications, Inc.* 16,174 774,330
Comcast Corp. Cl.A (SPL) 60,000 1,185,000
LIN Television Corp. 18,000 517,500
News Corp., Ltd. 43,000 903,000
Tele-Communications, Inc.* 116,250 3,255,000
Tele-Communications, Inc. Cl.A* 500,200 9,253,700
United International Holdings
Co. Cl.A* 35,000 490,000
Viacom, Inc. Cl.B* 55,995 2,697,759
32,997,226
COSMETICS 2.0%
Gillette Co. 143,500 7,444,063
DRUGS, HOSPITAL SUPPLIES
& MEDICAL SERVICES 7.7%
Abbott Laboratories 37,000 1,503,125
Bristol-Myers Squibb Co. 12,000 963,000
Columbia/HCA Healthcare Corp. 131,500 6,788,687
Invacare Corp. 58,000 1,551,500
Merck & Co., Inc. 19,000 1,175,625
Pfizer, Inc. 64,100 3,717,800
<PAGE>
Schering-Plough Corp. 22,100 1,267,988
Stryker Corp. 30,000 1,605,000
United Healthcare Corp. 168,100 10,569,287
29,142,012
ENTERTAINMENT &
LEISURE 2.1%
Walt Disney Co. 131,700 7,918,463
FOOD, BEVERAGES &
TOBACCO 7.7%
Coca-Cola Co. 24,400 1,848,300
PepsiCo, Inc. 67,700 3,740,425
Philip Morris Cos., Inc. 246,800 21,656,700
UST, Inc. 22,000 717,750
Wrigley (Wm) Jr. Co. 26,000 1,225,250
29,188,425
RESTAURANTS 3.1%
McDonalds Corp. 261,300 $11,660,513
RETAILING1.2%
Home Depot, Inc. 94,200 4,180,125
Wal-Mart Stores, Inc. 10,200 244,800
4,424,925
164,538,009
FINANCIAL SERVICES 21.6%
BANKING & CREDIT 7.2%
First Bank Systems, Inc. 34,400 1,775,900
First Chicago Corp. 53,600 3,725,200
First Interstate Bancorp. 23,200 3,108,800
NationsBank Corp. 66,400 4,739,300
Northern Trust Corp. 29,000 1,515,250
Norwest Corp. 371,200 12,249,600
27,114,050
BROKERAGE & MONEY
MANAGEMENT 3.4%
Merrill Lynch & Co., Inc. 205,100 11,408,688
Morgan Stanley Group, Inc. 14,000 1,207,500
12,616,188
INSURANCE- 5.7%
American International
Group, Inc. 99,550 8,934,612
General Reinsurance Corp. 34,600 5,177,025
Progressive Corp. 43,000 1,913,500
Travelers, Inc. 90,300 5,372,850
21,397,987
<PAGE>
MORTGAGE BANKING 3.6%
Charter One Financial, Inc. 35,000 1,120,000
Federal Home Loan Mortgage Corp. 93,400 7,191,800
Federal National Mortgage Assn. 47,500 5,201,250
13,513,050
OTHER 1.7%
MBNA Corp. 162,400 6,556,900
81,198,175
MULTI-INDUSTRY -- 3.3%
ITT Corp. 101,000 12,385,125
TECHNOLOGY -- 24.4%
SEMI-CONDUCTORS &
RELATED
Applied Materials, Inc.* 257,000 12,496,625
COMMUNICATIONS EQUIPMENT 7.3%
cisco Systems, Inc.* 90,300 7,596,487
Ericsson (L.M.) Telephone Co. 108,690 2,581,388
Motorola, Inc. 127,600 7,815,500
Nokia Corp. (ADR)* 175,500 9,520,875
27,514,250
COMPUTER HARDWARE 3.9%
COMPAQ Computer Corp.* 108,000 5,346,000
Hewlett-Packard Co. 114,600 9,497,475
14,843,475
COMPUTER SOFTWARE &
SERVICES 3.1%
First Data Corp. 32,000 $2,272,000
Intuit, Inc.* 12,000 1,008,000
Microsoft Corp.* 63,800 5,558,575
Oracle Systems Corp.* 63,850 2,897,194
11,735,769
SEMI-CONDUCTORS &
RELATED 6.7%
Intel Corp. 38,000 2,313,250
Intel Corp. warrants 3/16/98* 450,000 14,006,250
Micron Technology, Inc. 162,600 8,902,350
25,221,850
91,811,969
BASIC INDUSTRIES 0.0%
ELECTRICAL EQUIPMENT
General Electric Co. 13,000 874,250
OIL & GAS 0.0%
<PAGE>
Royal Dutch Petroleum Co. 5,000 641,875
1,516,125
UTILITIES 2.1%
TELEPHONE 2.1%
ALLTEL Corp. 25,000 $737,500
AT & T Corp. 104,500 6,897,000
7,634,500
Total Common Stocks and Other
Investments
(cost $282,002,147) 359,083,903
SHORT TERM INVESTMENTS 3.5%
COMMERCIAL PAPER
American Express Credit Corp.
5.76%, 12/01/95 $ 365 365,000
General Electric Credit Corp.
5.88%, 12/01/95
(amortized cost $12,735,000) 12,370 12,370,000
12,735,000
TOTAL INVESTMENTS 98.9%
(cost $294,737,147) 371,818,903
Other assets less liabilities1.1% 4,311,653
NET ASSETS 100% $376,130,556
============
Glossary:
ADR-American Depository Receipt.
See notes to financial statements.
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES
November 30, 1995 (unaudited)
Alliance
Alliance Premier Pro-Forma
Counterpoint Fund Growth Fund Combined
ASSETS
Investments in securities,
at value $45,073,455 $326,745,448 $371,818,903
Cash, at value 686 282 968
Receivable for investment
securities sold 104,000 2,675,944 2,779,944
Dividends and interest
receivable 19,412 274,957 294,369
Receivable for capital stock
sold 24,314 2,765,456 2,789,770
Deferred organization
expense and other assets -0- 112,124 112,124
___________ ____________ ____________
Total assets 45,221,867 332,574,211 377,796,078
LIABILITIES
Payable for investment
securities purchased 60,500 311,368 371,868
Advisory fee payable 27,447 261,149 288,596
Payable for capital stock
redeemed 300 441,077 441,377
Accrued expenses 135,981 427,700 593,681
Total liabilities 224,228 1,441,294 1,665,522
NET ASSETS $44,997,639 $331,132,917 $376,130,556
=========== ============ ============
See notes to pro-forma financial statements.
<PAGE>
STATEMENT OF OPERATIONS
Twelve Months Ended November 30, 1995 (unaudited)
<TABLE>
<CAPTION>
Alliance Alliance Premier Pro-Forma
Counterpoint Fund Growth Fund Adjustments Combined*
_________________ ________________ ___________ _________
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends and interest
(net of foreign taxes
withheld of
$5,787 and $44,882,
respectively) $546,555 $3,343,822 $3,890,377
EXPENSES
Advisory fee 330,799 2,261,352 (1,169,155) 3,761,306(a)
Distribution fee-
Class A 122,731 152,930 (122,919) 398,580(b)
Distribution fee-
Class B 24,935 1,690,054 (692,890) 2,407,879(c)
Distribution fee-
Class C 7,026 107,066 (100,535) 214,627(c)
Administrative 143,000 138,638 138,638 143,000(d)
Custodian 67,000 80,165 47,165 100,000(e)
Transfer agency 50,000 409,483 (70,517) 530,000(f)
Printing 32,000 70,045 27,045 75,000(f)
Audit and legal 85,000 82,370 77,370 90,000(f)
Registration 60,000 66,087 41,087 85,000(f)
Director's fee 32,000 24,327 30,327 26,000(f)
Amortization of
organization expenses -0- 64,240 240 64,000(f)
Miscellaneous 21,825 38,846 2,496 58,175(f)
________ __________ ___________ _____________
Total expenses 976,316 5,185,603 (1,791,648) 7,953,567
________ __________ ___________ _____________
Net investment loss (429,761) (1,841,781) (1,791,648) (4,063,190)
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain on
investment
transactions 5,905,696 29,212,645 35,118,341
Net change in
unrealized appreciation
(depreciation) of:
Investments 7,098,703 61,872,932 68,971,635
___________ ___________ _____________
<PAGE>
Net gain on investments 13,004,399 91,085,577 104,089,976
----------- ----------- -------------
NET INCREASE IN NET ASSETS
FROM OPERATIONS $12,574,638 $89,243,796 ($1,791,648) $100,026,786
=========== =========== ============ ============
</TABLE>
* Based on net assets as of November 30, 1995.
(a) Total combined net assets for November 30, 1995 multiplied
by 1.00%.
(b) Total combined net assets for Class A for November 30, 1995
multiplied by .35%.
(c) Net assets for Class B and Class C for November 30, 1995
multiplied by 1.00%.
(d) Actual fee per year.
(e) Custodian fees are based on average net assets and monthly
fixed fees.
(f) Expenses are based on one fund.
See notes to financial statements.
<PAGE>
ALLIANCE COUNTERPOINT FUND
ALLIANCE PREMIER GROWTH FUND
NOTES TO PRO-FORMA COMBINED FINANCIAL STATEMENTS
November 30, 1995 (unaudited)
NOTE 1 GENERAL
a) The Pro Forma Financial Statements give effect to the
proposed acquisition of the assets of Alliance Counterpoint
Fund by Alliance Premier Growth Fund ("the Fund") pursuant to
a plan of reorganization. The acquisition would be
accomplished by a tax free exchange of the assets of Alliance
Counterpoint Fund for shares of Alliance Premier Growth Fund.
b) The Pro Forma Statements of Investments, of Assets and
Liabilities and of Operations should be read in conjunction
with the historical financial statements of the Fund,
included in the Statement of Additional Information. The Pro
Forma Statement of Operations has been prepared under the
assumption that certain expenses would be lower for the
combined entity as a result of the reorganization.
NOTE 2 SIGNIFICANT ACCOUNTING POLICIES
a) Security Valuation
Securities traded on a national securities exchange are
valued at the last reported sales price, or, if no sale
occurred, at the mean of the bid and asked price at the close
of the New York Stock Exchange. Over-the-counter securities
not traded on national securities exchanges are valued at the
closed bid price. Debt securities are valued at the mean of
the bid and asked price except that debt securities maturing
within 60 days are valued at amortized cost which
approximates market value. Securities for which current
market quotations are not readily available (including
investments which are subject to limitations as to their
sale) are valued at their fair value as determined in good
faith by the Board of Directors.
b) Investment Income and Securities Transactions
Security transactions are accounted for on the trade date and
dividend income is recorded on the ex-dividend date.
Interest income is recorded on the accrual basis. The Fund
amortizes discounts on debt securities owned. Security gains
and losses are determined on the identified cost basis.
c) Dividends and Distributions
Dividends and distributions to shareholders are recorded on
the ex-dividend date. Income dividends and capital gain
<PAGE>
distributions are determined in accordance with income tax
regulations, which may differ from generally accepted
accounting principles.
d) Organization Expenses
Organization expenses have been deferred and are being
amortized on a straight-line basis through September 1997.
e) Taxes
It is the Funds 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.
00250227.AF3
<PAGE>
ALLIANCE PREMIER GROWTH FUND, INC.
PART C
Item 15. Indemnification.
__________________________
Incorporated by reference to Item 27 of Post Effective
Amendment No. 7 to Registrant's Registration Statement on Form
N-1A (File Nos. 811-06730, 33-49530), filed October 31, 1995.
Item 16. Exhibits.
___________________
(1)(a) Copy of Articles of Incorporated by reference to
Incorporation of the Registrant's Registration
Registrant. Statement on Form N-1A, File
Nos. 811-06730, 33-49530 (the
"Registrant's Form N-1A"),
Exhibit 1(a), filed July 10,
1992.
(1)(b) Copy of Articles of Incorporated by reference to
Amendment to Exhibit 1(b) to the Registrant's
Articles of Form N-1A filed August 4, 1992.
Incorporation.
(2) By-Laws. Incorporated by reference to
Exhibit 2 to the Registrant's
Form N-1A filed July 10, 1992.
(3) Not applicable.
(4) Plan of Filed herewith as Exhibit A to
Reorganization and Part A.
Liquidation.
(5)(a) Specimen of Share Incorporated by reference to
Certificate for Exhibit 4(a) to the Registrant's
Class A shares. Form N-1A filed August 4, 1992.
(5)(b) Specimen of Share Incorporated by reference to
Certificate for Exhibit 4(b) to the Registrant's
Class B shares. Form N-1A filed May 30, 1994.
(5)(c) Specimen of Share Incorporated by reference to
Certificate for Exhibit 4(c) to the Registrant's
Class C shares. Form N-1A filed May 30, 1994.
C-1
<PAGE>
(6) Investment Advisory Incorporated by reference to
Agreement between the Exhibit 5 to the Registrant's
Registrant and Form N-1A filed May 1, 1993.
Alliance Capital
Management L.P.
(7)(a) Distribution Services Incorporated by reference to
Agreement between the Exhibit 6(a) to the
Registrant and Registrant's Form N-1A filed
Alliance Fund May 30, 1994.
Distributors, Inc.
("AFD").
(7)(b) Form of Selected Incorporated by reference to
Dealer Agreement Exhibit 6(b) to the
between AFD and Registrant's Form N-1A filed
selected dealers May 2, 1993.
offering shares of
the Registrant.
(7)(c) Form of Selected Incorporated by reference to
Agent Agreement Exhibit 6(c) to the
between AFD and Registrant's Form N-1A filed
selected agents May 2, 1993.
making available
shares of the
Registrant.
(8) Not applicable.
(9) Custodian Contract Incorporated by reference to
between the Exhibit 8 to the Registrant's
Registrant and Form N-1A filed August 19, 1992.
State Street Bank
and Trust Company.
(10) Rule 12b-1 Plan. See 7(a) above.
(11)(a) Opinion of Seward & Incorporated by reference to
Kissel as to the Registrant's Registration
legality of the Statement on Form N-14, File
securities being No. 33-65371 (the "Registrant's
registered. Form N-14"), Exhibit 11(a),
filed December 22, 1995.
C-2
<PAGE>
(11)(b) Opinion of Venable, Incorporated by reference
Baetjer and Howard, to Exhibit 11(b) to
LLP. Registrant's Form N-14 filed
December 22, 1995.
(12) Opinion of Seward & Incorporated by reference
Kissel as to tax to Exhibit 12 to Registrant's
consequences. Form N-14 filed December 22,
1995.
(13) Not applicable.
(14)(a) Consent of Price Filed herewith.
Waterhouse LLP,
independent
accountants for
Premier Growth Fund.
(14)(b) Consent of Ernst Filed herewith.
& Young LLP,
independent auditors
for Counterpoint
Fund.
(15) Not applicable.
(16) Powers of Attorney. Incorporated by reference
to Exhibit 16 to
Registrant's Form N-14
filed December 22, 1995.
(17)(a) Copy of the facing Incorporated by reference
sheet of Registrant's to Exhibit 17(a) to
Form N-1A, filed Registrant's Form N-14
July 10, 1992 (the filed December 22, 1995.
Registrant's
declaration to
register an
indefinite number of
shares pursuant to
Rule 24f-2).
(17)(b) Form of Proxy Card. Filed herewith.
C-3
<PAGE>
Item 17. Undertakings.
(1) The undersigned Registrant agrees that prior to any
public reoffering of the securities registered through
the use of a prospectus which is a part of this
Registration Statement by any person or party who is
deemed to be an underwriter within the meaning of
Rule 145(c) of the Securities Act (17 CFR 230.145c),
the reoffering prospectus will contain the information
called for by the applicable registration form for
reofferings by persons who may be deemed underwriters,
in addition to the information called for by the other
items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus
that is filed under paragraph (1) above will be filed
as a part of an amendment to the Registration Statement
and will not be used until the amendment is effective,
and that, in determining any liability under the 1933
Act, each post-effective amendment shall be deemed to
be a new registration statement for the securities
offered therein, and the offering of the securities at
that time shall be deemed to be the initial bona fide
offering of them.
C-4
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this
amendment to the Registration Statement has been signed on behalf
of the Registrant in the City and State of New York, on the 18th
day of January 1996.
ALLIANCE PREMIER GROWTH
FUND, INC.
By: /s/ John D. Carifa
John D. Carifa
Chairman and President
As required by the Securities Act of 1933, this
amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
Signature Title Date
_________ _____ ____
1) Principal
Executive Officer
Chairman January 18, 1996
/s/ John D. Carifa and President
John D. Carifa
2) Principal Financial
and Accounting Officer
/s/ Mark D. Gersten Treasurer January 18, 1996
Mark D. Gersten
3) Directors
____________________
Ruth Block
John D. Carifa
David H. Dievler
John H. Dobkin
William H. Foulk, Jr.
James M. Hester
Clifford L. Michel
Robert C. White
/s/ Edmund P. Bergan, Jr. January 18, 1996
By: Edmund P. Bergan, Jr.
(Attorney-in-fact)
C-5
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
(14)(a) Consent of Price
Waterhouse LLP,
independent accountants
for Premier Growth Fund.
(14)(b) Consent of Ernst & Young
LLP, independent auditors
for Counterpoint Fund.
(17)(b) Form of Proxy Card.
C-6
00250227.AF3
<PAGE>
Consent of Independent Accountants
We hereby consent to the use in the Statement of Additional
Information of Alliance Premier Growth Fund, Inc. dated
February 1, 1995 (as amended as of January 19, 1996) which
constitutes part of Part B of this Registration Statement on Form
N-14 (the "Registration Statement") of our report dated
January 16, 1996, relating to the financial statements and
financial highlights of Alliance Premier Growth Fund, Inc., for
the year ended November 30, 1995 which appears in such Statement
of Additional Information and which is incorporated by reference
into Part A of this Registration Statement. We also consent to
the reference to us under the heading "Financial Highlights" in
the Alliance Stock Funds Prospectus, dated November 1, 1995 (as
amended as of December 4, 1995) which, as it pertains to Alliance
Premier Growth Fund, Inc., is incorporated by reference into
Part A of this Registration Statement. We also consent to the
reference to us under the headings "Statements and Reports" and
"Independent Accountants" in the Statement of Additional
Information of Alliance Premier Growth Fund, Inc. which is also
incorporated by reference into Part A of this Registration
Statement.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036
January 19, 1996
00250227.AF8
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the
caption "Financial Highlights" and to the use of our report
dated November 3, 1995, with respect to Alliance
Counterpoint Fund, in this registration statement.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
New York, New York
January 18, 1996
00250227.AF7
<PAGE>
LOGO
PROXY ALLIANCE COUNTERPOINT FUND PROXY
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 29, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES
The undersigned hereby appoints each of Domenick Pugliese and Carol H. Rappa
as proxies, each with the power to appoint his or her substitute, and
authorizes each of them to represent and to vote, as designated on the reverse
hereof, all the shares of beneficial interest of Alliance Counterpoint Fund
(the "Fund") held of record by the undersigned on January 8, 1996 at the
Special Meeting of Shareholders of the Fund to be held at 11:00 a.m., Eastern
Standard Time, on February 29, 1996 at the offices of the Fund, 1345 Avenue of
the Americas, 33rd Floor, New York, New York 10105, and at all adjournments
thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
(Continued and to be signed on the reverse side)
ALLIANCE COUNTERPORINT FUND
P.O. BOX [ ]
NEW YORK, N.Y. 10203-0389
<PAGE>
LOGO
1. To approve an Agreement and Plan of
Reorganization and Liquidation
providing for the transfer of all of
the assets and liabilities of the Fund
to Alliance Premier Growth Fund, Inc.
in exchange for Class A, Class B and
Class C shares of Alliance Premier
Growth Fund, Inc., the distribution of
such Class A, Class B and Class C
shares to shareholders of the Fund in
liquidation of the Fund and the
subsequent dissolution of the Fund. FOR [_] AGAINST [_] ABSTAIN [_]
2. To transact such other business as may
properly come before the Meeting or
any adjournment or adjournments
thereof. FOR [_] AGAINST [_] ABSTAIN [_]
Change of Address or
Comments Mark Here [_]
Please sign and date this proxy in the
space provided below. Execution by
shareholders who are not individuals
must be made by an authorized signatory.
Dated: ______________________ 1996
---------------------------------
Name of Shareholder
---------------------------------
Signature
Votes must be indicated [X] in
black or blue ink.
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED.
00250227.AF9
