ALLIANCE WORLDWIDE PRIVATIZATION FUND INC
485BPOS, 1998-10-30
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<PAGE>

            As filed with the Securities and Exchange
                 Commission on October 30, 1998
    
                                            File Nos. 33-76598
                                                    811-08426
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549
               __________________________________
                            FORM N-1A

     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                  Pre-Effective Amendment No. 

              Post-Effective Amendment No. 9                    X
    
                             and/or

 REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                        Amendment No. 10                        X
    ____________________________________________________

           Alliance Worldwide Privatization Fund, Inc.
       (Exact Name of Registrant as Specified in Charter)

     1345 Avenue of the Americas, New York, New York  10105
       (Address of Principal Executive Office) (Zip Code)

Registrant's Telephone Number, including Area Code: (212)969-1000
    ______________________________________________

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

It is proposed that this filing will become effective (check
appropriate box)

      X  immediately upon filing pursuant to paragraph (b)
         on (date) pursuant to paragraph (b)
         60 days after filing pursuant to paragraph (a)(1)
         on (date) pursuant to paragraph (a)(1)
         75 days after filing pursuant to paragraph (a)(2)
         on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:




<PAGE>

    This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.



















































                               C-2



<PAGE>

                      CROSS REFERENCE SHEET
                  (as required by Rule 404(c))

N-1A Item No.                                        Location in 
(Caption)                                             Prospectus 

PART A

Item 1.  Cover Page.......................   Cover Page

Item 2.  Synopsis.........................   Expense Information

Item 3.  Condensed Financial Information..   Financial Highlights

Item 4.  General Description of 
         Registrant.......................   Description of the
                                             Fund 

Item 5.  Management of the Fund...........   Management of the
                                             Fund; General
                                             Information

Item 5a. Managements Discussion of
         Fund Performance.................   Not Applicable

Item 6.  Capital Stock and Other 
         Securities.......................   General
                                             Information, 
                                             Dividends,
                                             Distributions and
                                             Taxes

Item 7.  Purchase of Securities 
         Being Offered....................   Purchase and Sale
                                             of Shares; General
                                             Information

Item 8.  Redemption or Repurchase.........   Purchase and Sale
                                             of Shares; General
                                             Information

Item 9.  Pending Legal Proceedings........   Not Applicable

Item 10. Cover Page.......................   Cover Page 

Item 11. Table of Contents................   Cover Page

Item 12. General Information and History..   Management of the 
                                             Fund; General
                                             Information



                               C-3



<PAGE>

Item 13. Investment Objectives and 
         Policies.........................   Description of the 
                                             Fund
 
Item 14. Management of the Registrant ....   Management of the
                                             Fund

Item 15. Control Persons and Principal
         Holders of Securities ...........   Management of the 
                                             Fund; General
                                             Information

Item 16. Investment Advisory and
         Other Services...................   Management of the
                                             Fund

Item 17. Brokerage Allocation and
         Other Practices..................   Brokerage and
                                             Portfolio
                                             Transactions

Item 18. Capital Stock and Other 
         Securities.......................   General Information

Item 19. Purchase, Redemption and Pricing
         of Securities Being Offered......   Purchase of Shares;
                                             Redemption and 
                                             Repurchase of
                                             Shares;
                                             Dividends,
                                             Distributions and
                                             Taxes

Item 20. Tax Status.......................   Description of the
                                             Fund; Dividends,
                                             Distributions and
                                             Taxes

Item 21. Underwriters.....................   General Information

Item 22. Calculation of Performance Data..   General Information

Item 23. Financial Statements.............   Financial Statement; 
                                             Report of
                                             Independent 
                                             Accountants. 







                               C-4



<PAGE>


<PAGE>
 
                                  THE ALLIANCE
- --------------------------------------------------------------------------------
                                   STOCK FUNDS
- --------------------------------------------------------------------------------

   
                        c/o Alliance Fund Services, Inc.
                 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 2, 1998     


Domestic Stock Funds                    Global Stock Funds                      
                                                                                
- -The Alliance Fund                      -Alliance International Fund            
                                             
                                        -Alliance International
                                         Premier Growth Fund     
- -Alliance Growth Fund                   -Alliance Worldwide Privatization Fund  
- -Alliance Premier Growth Fund           -Alliance New Europe Fund               
- -Alliance Technology Fund               -Alliance All-Asia Investment Fund      
                                             
                                        -Alliance Greater China '97
                                         Fund     
- -Alliance Quasar Fund                   -Alliance Global Small Cap Fund         
                                        -Alliance Global Environment Fund       
    


               Total Return Funds
                    
               -Alliance Balanced Shares
               -Alliance Utility Income Fund     
               -Alliance Growth and Income Fund
               -Alliance Real Estate Investment Fund

<TABLE>    
<CAPTION>
Table of Contents                                                           Page
<S>                                                                          <C>

    
The Funds at a Glance .....................................................    2
Expense Information .......................................................    4
Financial Highlights ......................................................    7
Glossary ..................................................................   19
Description of the Funds ..................................................   20
   Investment Objectives and Policies .....................................   20
   Additional Investment Practices ........................................   32
   Certain Fundamental Investment Policies ................................   40
   Risk Considerations ....................................................   42
Purchase and Sale of Shares ...............................................   49
Management of the Funds ...................................................   52
Dividends, Distributions and Taxes ........................................   57
General Information .......................................................   58
     
</TABLE>     

                                     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 call the "For Literature" telephone number shown above.

Each Fund offers three classes of shares through this Prospectus. These shares
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, as long as the shares
are held for one year or more (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.


                                                       [LOGO]Alliance(R)
                                              Investing 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 more than 120 mutual funds. Since 1971, Alliance
has earned a reputation as a leader in the investment world with over $262
billion in assets under management as of June 30, 1998. Alliance provides
investment management services to employee benefit plans for 32 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 diversified portfolio of equity securities that,
in the judgment of Alliance, are likely to achieve superior earnings growth.
Normally, approximately 40-50 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.

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.
    
International Premier Growth Fund

Seeks . . . Long-term capital appreciation.

Invests Principally in . . . A diversified portfolio of equity securities of a 
limited number of large, carefully selected, high-quality non-U.S. companies 
that are judged likely to achieve superior earnings growth.     

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.
    
Greater China '97 Fund

Seeks . . . Long-term capital appreciation.

Invests Prinicpally in . . . A non-diversified portfolio of equity securities of
Greater China 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.

   
Global Environment Fund

Seeks . . . Long-term capital appreciation.



                                       2

<PAGE>
 
Invests Principally in . . . A non-diversified portfolio of equity securities of
companies expected to benefit from advances or improvements in products,
processes or services intended to foster the protection of the environment.
    

Total Return Funds
    
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.
    
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.

Real Estate Investment Fund

Seeks . . . Total return on its assets from long-term growth of capital and from
income.

Invests Principally in . . . A diversified portfolio of equity securities of
issuers that are primarily engaged in or related to the real estate industry.

Distributions . . .
    
Balanced Shares, Utility Income Fund, Growth and Income Fund and Real Estate
Investment Fund intend to make distributions quarterly to shareholders. These
distributions may include ordinary income and capital gain (each of which is
taxable) and a return of capital (which is generally non-taxable). See
"Dividends, Distributions and Taxes."    

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. An investment in the Real Estate
Investment Fund is subject to certain risks associated with the direct ownership
of real estate in general, including possible declines in the value of real
estate, general and local economic conditions, environmental problems and
changes in interest rates. Investments by Greater China '97 Fund in Greater 
China companies entail certain risks which are different from, and in certain 
cases, greater than, risks associated with investments in other international 
markets. 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
- --------------------------------------------------------------------------------
    


                                                       [LOGO]Alliance(R)
                                              Investing 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%                  1.0%
                                                                                           during the            during the
                                                                                           first year,           first year,
                                                                                         decreasing 1.0%        0% thereafter
                                                                                         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".

(b)  Class B shares of each Fund automatically convert to Class A after eight 
     years. See "Purchase and Sale of Shares-How to Buy Shares."     

<TABLE> 
<CAPTION>
                      Operating Expenses                                                    Examples
- ---------------------------------------------------------         -------------------------------------------------------------
Alliance Fund               Class A    Class B   Class C                        Class A Class B+  Class B++ Class C+  Class C++
                            -------    -------   -------                        ----------------  ------------------  ---------
<S>                           <C>        <C>        <C>           <C>             <C>      <C>       <C>       <C>       <C> 
   Management fees            .68%       .68%       .68%          After 1 year    $ 53     $ 59      $ 19      $ 29      $ 19
   12b-1 fees                 .20%      1.00%      1.00%          After 3 years   $ 74     $ 78      $ 58      $ 58      $ 58
   Other expenses (a)         .15%       .17%       .15%          After 5 years   $ 97     $100      $100      $ 99      $ 99
                             ----       ----       ----           After 10 years  $163     $195(b)   $195(b)   $215      $215
   Total fund                                                     
      operating expenses     1.03%      1.85%      1.83%
                             ====       ====       ==== 

<CAPTION>
Growth Fund                 Class A    Class B   Class C                        Class A Class B+  Class B++ Class C+  Class C++
                            -------    -------   -------                        ----------------  ------------------  ---------
<S>                           <C>        <C>        <C>           <C>             <C>      <C>       <C>       <C>       <C> 
   Management fees            .74%       .74%       .74%          After 1 year    $ 55     $ 60      $ 20      $ 30      $ 20
   12b-1 fees                 .30%      1.00%      1.00%          After 3 years   $ 81     $ 82      $ 62      $ 62      $ 62
   Other expenses (a)         .22%       .22%       .23%          After 5 years   $109     $106      $106      $106      $106
                             ----       ----       ----           After 10 years  $188     $210(b)   $210(b)   $230      $230
   Total fund                                                     
      operating expenses     1.26%      1.96%      1.97%
                             ====       ====       ==== 
    
<CAPTION>
Premier Growth Fund         Class A    Class B   Class C                        Class A Class B+  Class B++ Class C+  Class C++
                            -------    -------   -------                        ----------------  ------------------  ---------
<S>                           <C>        <C>        <C>           <C>             <C>      <C>       <C>       <C>       <C> 
   Management fees           1.00%      1.00%      1.00%          After 1 year    $ 58     $ 63      $ 23      $ 33      $ 23
   12b-1 fees                 .33%      1.00%      1.00%          After 3 years   $ 90     $ 90      $ 70      $ 70      $ 70
   Other expenses (a)         .24%       .25%       .24%          After 5 years   $124     $120      $120      $120      $120
                             ----       ----       ----           After 10 years  $221     $241(b)   $241(b)   $257      $257
   Total fund                                                     
      operating expenses     1.57%      2.25%      2.24%
                             ====       ====       ==== 

<CAPTION>
Technology Fund             Class A    Class B   Class C                        Class A Class B+  Class B++ Class C+  Class C++
                            -------    -------   -------                        ----------------  ------------------  ---------
<S>                           <C>        <C>        <C>           <C>             <C>      <C>       <C>       <C>       <C> 
   Management fees (f)       1.04%      1.04%      1.04%          After 1 year    $ 59     $ 64      $ 24      $ 34      $ 24
   12b-1 fees                 .30%      1.00%      1.00%          After 3 years   $ 93     $ 94      $ 74      $ 74      $ 74
   Other expenses (a)         .33%       .34%       .34%          After 5 years   $129     $127      $127      $127      $127
                             ----       ----       ----           After 10 years  $232     $254(b)   $254(b)   $272      $272
   Total fund                                                     
      operating expenses     1.67%      2.38%      2.38%
                             ====       ====       ==== 
</TABLE>     

- --------------------------------------------------------------------------------
Please refer to the footnotes on page 6.     


                                       4

<PAGE>

     
<TABLE>    
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                      Operating Expenses                                                    Examples
- ---------------------------------------------------------         -------------------------------------------------------------
Quasar Fund                 Class A    Class B   Class C                        Class A Class B+  Class B++ Class C+  Class C++
                            -------    -------   -------                        ------- --------  --------- --------  ---------
<S>                           <C>        <C>        <C>           <C>             <C>      <C>       <C>       <C>       <C> 
   Management fees (f)       1.16%      1.16%      1.16%          After 1 year    $ 59     $ 65      $ 25      $ 35      $ 25
   12b-1 fees                 .22%      1.00%      1.00%          After 3 years   $ 93     $ 98      $ 78      $ 78      $ 78
   Other expenses (a)         .29%       .35%       .34%          After 5 years   $129     $134      $134      $133      $133
                             ----       ----       ----           After 10 years  $232     $264(b)   $264(b)   $284      $284
   Total fund                                                     
      operating expenses     1.67%      2.51%      2.50%
                             ====       ====       ==== 

<CAPTION>
International Fund          Class A    Class B   Class C                        Class A Class B+  Class B++ Class C+  Class C++
                            -------    -------   -------                        ------- --------  --------- --------  ---------
<S>                           <C>        <C>        <C>           <C>             <C>      <C>       <C>       <C>       <C> 
   Management fees
      (after waiver) (c)(f)   .85%       .85%       .85%          After 1 year    $ 59     $ 65      $ 25      $ 35      $ 25
   12b-1 fees                 .21%      1.00%      1.00%          After 3 years   $ 92     $ 98      $ 78      $ 77      $ 77
   Other expenses (a)         .59%       .64%       .63%          After 5 years   $128     $133      $133      $132      $132
                             ----       ----       ----           After 10 years  $230     $262(b)   $262(b)   $282      $282
   Total fund                                                     
      operating expenses (d) 1.65%      2.49%      2.48%
                             ====       ====       ==== 

<CAPTION> 
International Premier
Growth Fund                 Class A    Class B   Class C                        Class A Class B+  Class B++ Class C+  Class C++
                            -------    -------   -------                        ------- --------  --------- --------  ---------
<S>                           <C>        <C>        <C>           <C>             <C>      <C>       <C>       <C>       <C> 
   Management fees           1.00%      1.00%      1.00%          After 1 year    $ 67     $ 72      $ 32      $ 42      $ 32
   12b-1 fees                 .30%      1.00%      1.00%          After 3 years   $117     $119      $ 99      $ 99      $ 99
   Other expenses (a)        1.20%      1.20%      1.20%          After 5 years   $170     $167      $167      $167      $167
                             ----       ----       ----           After 10 years  $314     $334(b)   $334(b)   $350      $350
   Total fund                                                     
      operating expenses (d) 2.50%      3.20%      3.20%
                             ====       ====       ==== 

<CAPTION>
Worldwide Privatization Fund Class A    Class B   Class C                        Class A Class B+  Class B++ Class C+  Class C++
                             -------    -------   -------                        ------- --------  --------- --------  ---------
<S>                           <C>        <C>        <C>           <C>             <C>      <C>       <C>       <C>       <C> 
   Management fees           1.00%      1.00%      1.00%          After 1 year    $ 59     $ 65      $ 25      $ 35      $ 25
   12b-1 fees                 .30%      1.00%      1.00%          After 3 years   $ 95     $ 96      $ 76      $ 76      $ 76
   Other expenses (a)         .43%       .45%       .44%          After 5 years   $132     $131      $131      $130      $130
                             ----       ----       ----           After 10 years  $238     $261(b)   $261(b)   $278      $278
   Total fund                                                     
      operating expenses     1.73%      2.45%      2.44%
                             ====       ====       ==== 

<CAPTION>
New Europe Fund             Class A    Class B   Class C                        Class A Class B+  Class B++ Class C+  Class C++
                            -------    -------   -------                        ------- --------  --------- --------  ---------
<S>                           <C>        <C>        <C>           <C>             <C>      <C>       <C>       <C>       <C> 
   Management fees           1.02%      1.02%      1.02%          After 1 year    $ 60     $ 66      $ 26      $ 36      $ 26
   12b-1 fees                 .30%      1.00%      1.00%          After 3 years   $ 98     $ 99      $ 79      $ 79      $ 79
   Other expenses (a)         .52%       .52%       .52%          After 5 years   $138     $135      $135      $135      $135
                             ----       ----       ----           After 10 years  $249     $270(b)   $270(b)   $288      $288
   Total fund                                                     
      operating expenses     1.84%      2.54%      2.54%
                             ====       ====       ==== 

<CAPTION>
All-Asia Investment Fund    Class A    Class B   Class C                        Class A Class B+  Class B++ Class C+  Class C++
                            -------    -------   -------                        ------- --------  --------- --------  ---------
<S>                           <C>        <C>        <C>           <C>             <C>      <C>       <C>       <C>       <C> 
   Management fees                                                After 1 year    $ 63     $ 68      $ 28      $ 38      $ 28
      (after waiver) (c)      .65%       .65%       .65%          After 3 years   $104     $106      $ 86      $ 86      $ 86
   12b-1 fees                 .30%      1.00%      1.00%          After 5 years   $149     $146      $146      $146      $146
   Other expenses                                                 After 10 years  $271     $293(b)   $293(b)   $310      $310
      Administration fees
      (after waiver) (e)      .00%       .00%       .00%
      Other operating 
         expenses (a)        1.11%      1.12%      1.12%
                             ----       ----       ----
   Total fund
      operating expenses (d) 2.06%      2.77%      2.77%
                             ====       ====       ==== 

<CAPTION>
Greater China '97 Fund      Class A    Class B   Class C                        Class A Class B+  Class B++ Class C+  Class C++
                            -------    -------   -------                        ------- --------  --------- --------  ---------
<S>                           <C>        <C>        <C>           <C>             <C>      <C>       <C>       <C>       <C> 
   Management fees           1.00%      1.00%      1.00%          After 1 year    $ 67     $ 72     $ 32      $ 42      $ 32
   12b-1 fees                 .30%      1.00%      1.00%          After 3 years   $117     $119     $ 99      $ 99      $ 99
   Other expenses (a)        1.20%      1.20%      1.20%          After 5 years   $170     $167     $167      $167      $167
                             ----       ----       ----           After 10 years  $314     $334(b)  $334(b)   $350      $350
   Total fund                                                     
      operating expenses     2.50%      3.20%      3.20%
                             ====       ====       ==== 
     
</TABLE>     

- --------------------------------------------------------------------------------
Please refer to the footnotes on page 6.


                                       5

<PAGE>
 
<TABLE>    
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                Operating Expenses                                                             Examples
- --------------------------------------------------------          -------------------------------------------------------------
Global Small Cap Fund       Class A    Class B   Class C                        Class A Class B+  Class B++ Class C+  Class C++
                            -------    -------   -------                        ----------------  ------------------  ---------
<S>                           <C>        <C>        <C>           <C>             <C>      <C>       <C>       <C>       <C> 
   Management fees           1.00%      1.00%      1.00%          After 1 year    $ 63     $ 69      $ 29      $ 39      $ 29
   12b-1 fees                 .30%      1.00%      1.00%          After 3 years   $107     $109      $ 89      $ 88      $ 88
   Other expenses (a)         .84%       .86%       .85%          After 5 years   $153     $151      $151      $150      $150
                             ----       ----       ----           After 10 years  $279     $301(b)   $301(b)   $318      $318
   Total fund                                                     
      operating expenses     2.14%      2.86%      2.85%
                             ====       ====       ==== 

<CAPTION>
Global Environment Fund     Class A    Class B   Class C                        Class A Class B+  Class B++ Class C+  Class C++
                            -------    -------   -------                        ----------------  ------------------  ---------
<S>                           <C>        <C>        <C>           <C>             <C>      <C>       <C>       <C>       <C> 
   Management fees           1.10%      1.10%      1.10%          After 1 year    $ 69     $ 74      $ 34      $ 44      $ 34
   12b-1 fees                 .30%      1.00%      1.00%          After 3 years   $122     $123      $103      $104      $104
   Other expenses (a)        1.29%      1.26%      1.29%          After 5 years   $179     $175      $175      $176      $176
                             ----       ----       ----           After 10 years  $332     $350(b)   $350(b)   $368      $368
   Total fund                                                     
      operating expenses     2.69%      3.36%      3.39%
                             ====       ====       ==== 

<CAPTION>
Balanced Shares             Class A    Class B   Class C                        Class A Class B+  Class B++ Class C+  Class C++
                            -------    -------   -------                        ----------------  ------------------  ---------
<S>                           <C>        <C>        <C>           <C>             <C>      <C>       <C>       <C>       <C> 
   Management fees            .63%       .63%       .63%          After 1 year    $ 55     $ 61      $ 21      $ 31      $ 21 
   12b-1 fees                 .24%      1.00%      1.00%          After 3 years   $ 82     $ 84      $ 64      $ 64      $ 64
   Other expenses (a)         .42%       .42%       .41%          After 5 years   $110     $110      $110      $110      $110
                             ----       ----       ----           After 10 years  $192     $218(b)   $218(b)   $237      $237
   Total fund                                                     
      operating expenses     1.29%      2.05%      2.04%
                             ====       ====       ==== 

<CAPTION>
Utility Income Fund         Class A    Class B   Class C                        Class A Class B+  Class B++ Class C+  Class C++
                            -------    -------   -------                        ----------------  ------------------  ---------
<S>                           <C>        <C>        <C>           <C>             <C>      <C>       <C>       <C>       <C> 
   Management fees           0.00%      0.00%      0.00%          After 1 year    $ 57     $ 62      $ 22      $ 32      $ 22
      (after waiver) (c)                                          After 3 years   $ 88     $ 89      $ 69      $ 69      $ 69
   12b-1 fees                 .30%      1.00%      1.00%          After 5 years   $121     $118      $118      $118      $118
   Other expenses (a)        1.20%      1.20%      1.20%          After 10 years  $214     $236(b)   $236(b)   $253      $253
                             ----       ----       ----
   Total fund
      operating expenses (d) 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+  Class C++
                            -------    -------   -------                        ----------------  ------------------  ---------
<S>                           <C>        <C>        <C>           <C>             <C>      <C>       <C>       <C>       <C> 
   Management fees            .49%       .49%       .49%          After 1 year    $ 51     $ 57      $ 17      $ 27      $ 17
   12b-1 fees                 .22%      1.00%      1.00%          After 3 years   $ 71     $ 74      $ 54      $ 54      $ 54
   Other expenses (a)         .21%       .23%       .22%          After 5 years   $ 91     $ 93      $ 93      $ 93      $ 93
                             ----       ----       ----           After 10 years  $151     $182(b)   $182(b)   $202      $202
   Total fund                                                     
      operating expenses      .92%      1.72%      1.71%
                             ====       ====       ==== 

<CAPTION>
Real Estate Investment Fund Class A    Class B   Class C                        Class A Class B+  Class B++ Class C+  Class C++
                            -------    -------   -------                        ----------------  ------------------  ---------
<S>                           <C>        <C>        <C>           <C>             <C>      <C>       <C>       <C>       <C> 
   Management fees            .90%       .90%       .90%          After 1 year    $ 58     $ 63      $ 23      $ 33      $ 23
   12b-1 fees                 .30%      1.00%      1.00%          After 3 years   $ 89     $ 91      $ 71      $ 71      $ 71
   Other expenses (a)         .35%       .36%       .36%          After 5 years   $123     $121      $121      $121      $121
                             ----       ----       ----           After 10 years  $219     $242(b)   $242(b)   $260      $260
   Total fund                                                     
      operating expenses     1.55%      2.26%      2.26%
                             ====       ====       ==== 
</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. The expenses shown reflect the
     application of credits that reduce Fund expenses.    
    
(b)  Assumes Class B shares converted to Class A shares after eight years.     
    
(c)  Net of voluntary fee waiver. In the absence of such waiver, management fees
     would be .75% for Utility Income Fund, 1.00% for All-Asia Investment Fund
     and 1.00% for International Fund.    
    
(d)  Net of voluntary fee waivers and expense reimbursements. Absent such
     waivers and/or reimbursements, total fund annualized operating expenses
     would have been as follows:     
     
     All-Asia Investment Fund          Greater China '97 Fund
        Class A               2.56%       Class A              18.27%
        Class B               3.27%       Class B              19.18%
        Class C               3.27%       Class C              19.37%
     International Fund                International Premier Growth Fund
        Class A               1.80%       Class A               6.40%
        Class B               2.64%       Class B               7.05%
        Class C               2.63%       Class C               6.70%
                                       Utility Income Fund   
                                          Class A               3.55%
                                          Class B               4.28%
                                          Class C               4.28%

    
(e)  Net of voluntary fee waiver. Absent such fee waiver, administration fees
     would have been .15% for the Fund's Class A, Class B and Class C shares.
     Reflects the fees payable by All-Asia Investment Fund to Alliance pursuant
     to an administration agreement.     
    
(f)  Calculated based on average daily net assets. Maximum contractual rate,
     based on quarter-end net assets, is 1.00% for each of International Fund,
     Quasar Fund and Technology Fund.    


                                       6
<PAGE>

     
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 Conduct Rules 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. "Management fees" for All-Asia Investment Fund and "Administration fees"
for All-Asia Investment Fund have been restated to reflect current voluntary fee
waivers. "Other Expenses" for Global Environment Fund and International Premier
Growth are based on estimated amounts for its current fiscal year. 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.    

- --------------------------------------------------------------------------------
                              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. Except
as otherwise indicated, the information in the tables for Alliance Fund, Growth
Fund, Premier Growth Fund, Balanced Shares, Utility Income Fund, Worldwide
Privatization Fund International Premier Growth Fund and Growth and Income Fund
has been audited by PricewaterhouseCooper LLP, the independent accountants for
each Fund, and for All-Asia Investment Fund, Technology Fund, Quasar Fund,
International Fund, New Europe Fund, Greater China '97 Fund, Global Small Cap
Fund, Global Environment Fund and Real Estate Investment Fund by Ernst & Young
LLP, the independent auditors for each Fund. A report of PricewaterhouseCooper
LLP or Ernst & Young LLP, as the case may be, on the information with respect to
each Fund, 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 "For 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                 
                                     Beginning Of  Net Investment  Gain (Loss) On  Net Asset Value  Net Investment                 
  Fiscal Year or Period                 Period      Income (Loss)    Investments   From Operations       Income                    
   -------------------               ------------  --------------  --------------  ---------------  --------------                 
<S>                                  <C>           <C>             <C>             <C>              <C>                            
Alliance Fund                                                                                                                      
   Class A                                                                                                                         
   12/1/97 to 5/31/98+++...........      $8.70        $(.01)(b)        $ .48             $. 47           $0.00
   Year ended 11/30/97 ............       7.71         (.02)(b)         2.09              2.07            (.02)                    
   Year ended 11/30/96 ............       7.72          .02             1.06              1.08            (.02)                    
   Year ended 11/30/95 ............       6.63          .02             2.08              2.10            (.01)                    
   1/1/94 to 11/30/94** ...........       6.85          .01             (.23)             (.22)           0.00                     
   Year ended 12/31/93 ............       6.68          .02              .93               .95            (.02)                    
   Year ended 12/31/92 ............       6.29          .05              .87               .92            (.05)                    
   Year ended 12/31/91 ............       5.22          .07             1.70              1.77            (.07)                    
   Year ended 12/31/90 ............       6.87          .09             (.32)             (.23)           (.18)                    
   Year ended 12/31/89 ............       5.60          .12             1.19              1.31            (.04)                    
   Year ended 12/31/88 ............       5.15          .08              .80               .88            (.08)                    
   Class B                                                                                                                         
   12/1/97 to 5/31/98+++...........      $8.25        $(.04)(b)        $ .45             $. 41           $0.00   
   Year ended 11/30/97 ............       7.40         (.08)(b)         1.99              1.91            0.00                     
   Year ended 11/30/96 ............       7.49         (.01)             .99               .98            0.00                     
   Year ended 11/30/95 ............       6.50         (.03)            2.02              1.99            0.00                     
   1/1/94 to 11/30/94** ...........       6.76         (.03)            (.23)             (.26)           0.00                     
   Year ended 12/31/93 ............       6.64         (.03)             .91               .88            0.00                     
   Year ended 12/31/92 ............       6.27         (.01)(b)          .87               .86            (.01)                    
   3/4/91++ to 12/31/91 ...........       6.14          .01 (b)          .79               .80            (.04)                    
   Class C                                                                                                                         
   12/1/97 to 5/31/98+++...........      $8.26        $(.04)(b)        $ .45             $. 41           $0.00
   Year ended 11/30/97 ............       7.41         (.08)(b)         1.99              1.91            0.00                     
   Year ended 11/30/96 ............       7.50         (.02)            1.00               .98            0.00                     
   Year ended 11/30/95 ............       6.50         (.03)            2.03              2.00            0.00                     
   1/1/94 to 11/30/94** ...........       6.77         (.03)            (.24)             (.27)           0.00                     
   5/3/93++ to 12/31/93 ...........       6.67         (.02)             .88               .86            0.00                     
Growth Fund (g)                                                                                                                    
   Class A                                                                                                                         
   11/1/97 to 4/30/98+++...........     $43.95        $(.06)(b)       $ 7.47            $ 7.53           $0.00
   Year ended 10/31/97 ............      34.91         (.10)(b)        10.17             10.07            0.00                     
   Year ended 10/31/96 ............      29.48          .05             6.20              6.25            (.19)                    
   Year ended 10/31/95 ............      25.08          .12             4.80              4.92            (.11)                    
   5/1/94 to 10/31/94** ...........      23.89          .09             1.10              1.19            0.00                     
   Year ended 4/30/94 .............      22.67         (.01)(c)         3.55              3.54            0.00                     
   Year ended 4/30/93 .............      20.31          .05 (c)         3.68              3.73            (.14)                    
   Year ended 4/30/92 .............      17.94          .29 (c)         3.95              4.24            (.26)                    
   9/4/90++ to 4/30/91 ............      13.61          .17 (c)         4.22              4.39            (.06)                    
   Class B                                                                                                                         
   11/1/97 to 4/30/98+++...........     $36.31        $(.09)(b)       $ 6.11            $ 6.02           $0.00
   Year ended 10/31/97 ............      29.21         (.31)(b)         8.44              8.13            0.00                     
   Year ended 10/31/96 ............      24.78         (.12)            5.18              5.06            0.00                     
   Year ended 10/31/95 ............      21.21         (.02)            4.01              3.99            (.01)                    
   5/1/94 to 10/31/94** ...........      20.27          .01              .93               .94            0.00                     
   Year ended 4/30/94 .............      19.68         (.07)(c)         2.98              2.91            0.00                     
   Year ended 4/30/93 .............      18.16         (.06)(c)         3.23              3.17            (.03)                    
   Year ended 4/30/92 .............      16.88          .17 (c)          3.67              3.84            (.21)                    
   Year ended 4/30/91 .............      14.38          .08 (c)          3.22              3.30            (.09)                    
   Year ended 4/30/90 .............      14.13          .01 (b)(c)       1.26              1.27            0.00                     
   Year ended 4/30/89 .............      12.76         (.01)(c)         2.44              2.43            0.00                     
   10/23/87+ to 4/30/88 ...........      10.00         (.02)(c)         2.78              2.76            0.00                     
   Class C                                                                                                                         
   11/1/97 to 4/30/98+++...........     $36.33        $(.09)(b)       $ 6.11            $ 6.02           $0.00
   Year ended 10/31/97 ............      29.22         (.31)(b)         8.45              8.14            0.00                     
   Year ended 10/31/96 ............      24.79         (.12)            5.18              5.06            0.00                     
   Year ended 10/31/95 ............      21.22         (.03)            4.02              3.99            (.01)                    
   5/1/94 to 10/31/94** ...........      20.28          .01              .93               .94            0.00                     
   8/2/93++ to 4/30/94 ............      21.47         (.02)(c)         1.15              1.13            0.00                     
Premier Growth Fund                                                                                                                
   Class A                                                                                                                         
   12/1/97 to 5/31/98+++...........     $22.00        $(.05)(b)       $ 4.71            $ 4.66           $0.00
   Year ended 11/30/97 ............      17.98         (.10)(b)         5.20              5.10            0.00                     
   Year ended 11/30/96 ............      16.09         (.04)(b)         3.20              3.16            0.00                     
   Year ended 11/30/95 ............      11.41         (.03)            5.38              5.35            0.00                     
   Year ended 11/30/94 ............      11.78         (.09)            (.28)             (.37)           0.00                     
   Year ended 11/30/93 ............      10.79         (.05)            1.05              1.00            (.01)                    
   9/28/92+ to 11/30/92 ...........      10.00          .01              .78               .79            0.00                     
   Class B                                                                                                                         
   12/1/97 to 5/31/98+++...........     $21.26        $(.12)(b)       $ 4.53            $ 4.41           $0.00
   Year ended 11/30/97 ............      17.52         (.23)(b)         5.05              4.82            0.00                     
   Year ended 11/30/96 ............      15.81         (.14)(b)         3.12              2.98            0.00                     
   Year ended 11/30/95 ............      11.29         (.11)            5.30              5.19            0.00                     
   Year ended 11/30/94 ............      11.72         (.15)            (.28)             (.43)           0.00                     
   Year ended 11/30/93 ............      10.79         (.10)            1.03               .93            0.00                     
   9/28/92+ to 11/30/92 ...........      10.00         0.00              .79               .79            0.00                     
</TABLE>      
- --------------------------------------------------------------------------------
Please refer to the footnotes on page 18.


                                       8
<PAGE>
 
<TABLE>     
<CAPTION>    
                                                                                                Total        
                                                                 Total         Net Asset      Investment     
                                           Distributions      Dividends          Value       Return Based    
                                              From Net            And            End Of      on Net Asset    
  Fiscal Year or Period                    Realized Gains    Distributions       Period        Value (a)     
   -------------------                     --------------    --------------    ----------    ------------    
<S>                                        <C>               <C>               <C>           <C>             
Alliance Fund                                                                                                
   Class A                                     $(2.17)          $(2.17)           $7.00            7.31%
   Year ended 11/30/97 ............             (1.06)           (1.08)            8.70           31.82
   Year ended 11/30/96 ............             (1.07)           (1.09)            7.71           16.49      
   Year ended 11/30/95 ............             (1.00)           (1.01)            7.72           37.87      
   1/1/94 to 11/30/94** ...........              0.00             0.00             6.63           (3.21)     
   Year ended 12/31/93 ............              (.76)            (.78)            6.85           14.26      
   Year ended 12/31/92 ............              (.48)            (.53)            6.68           14.70      
   Year ended 12/31/91 ............              (.63)            (.70)            6.29           33.91      
   Year ended 12/31/90 ............             (1.24)           (1.42)            5.22           (4.36)     
   Year ended 12/31/89 ............              0.00             (.04)            6.87           23.42      
   Year ended 12/31/88 ............              (.35)            (.43)            5.60           17.10      
   Class B                                                                                                   
                                               $(2.17)          $(2.17)           $6.49            6.87%        
   Year ended 11/30/97 ............             (1.06)           (1.06)            8.25           30.74
   Year ended 11/30/96 ............             (1.07)           (1.07)            7.40           15.47      
   Year ended 11/30/95 ............             (1.00)           (1.00)            7.49           36.61      
   1/1/94 to 11/30/94** ...........              0.00             0.00             6.50           (3.85)     
   Year ended 12/31/93 ............              (.76)            (.76)            6.76           13.28      
   Year ended 12/31/92 ............              (.48)            (.49)            6.64           13.75      
   3/4/91++ to 12/31/91 ...........              (.63)            (.67)            6.27           13.10      
   Class C                                                                                                   
                                               $(2.17)          $(2.17)           $6.50            6.86%
   Year ended 11/30/97 ............             (1.06)           (1.06)            8.26           30.72
   Year ended 11/30/96 ............             (1.07)           (1.07)            7.41           15.48      
   Year ended 11/30/95 ............             (1.00)           (1.00)            7.50           36.79      
   1/1/94 to 11/30/94** ...........              0.00             0.00             6.50           (3.99)     
   5/3/93++ to 12/31/93 ...........              (.76)            (.76)            6.77           13.95      
Growth Fund (i)                                                                                              
   Class A                                                                                                   
                                               $(2.91)          $(2.91)          $48.57           17.96%
   Year ended 10/31/97 ............             (1.03)           (1.03)           43.95           29.54
   Year ended 10/31/96 ............              (.63)            (.82)           34.91           21.65      
   Year ended 10/31/95 ............              (.41)            (.52)           29.48           20.18      
   5/1/94 to 10/31/94** ...........              0.00             0.00            25.08            4.98      
   Year ended 4/30/94 .............             (2.32)           (2.32)           23.89           15.66      
   Year ended 4/30/93 .............             (1.23)           (1.37)           22.67           18.89      
   Year ended 4/30/92 .............             (1.61)           (1.87)           20.31           23.61      
   9/4/90++ to 4/30/91 ............              0.00             (.06)           17.94           32.40      
   Class B                                                                                                   
                                               $(2.91)          $(2.91)          $39.42           17.56% 
   Year ended 10/31/97 ............             (1.03)           (1.03)           36.31           28.64
   Year ended 10/31/96 ............              (.63)            (.63)           29.21           20.82      
   Year ended 10/31/95 ............              (.41)            (.42)           24.78           19.33      
   5/1/94 to 10/31/94** ...........              0.00             0.00            21.21            4.64      
   Year ended 4/30/94 .............             (2.32)           (2.32)           20.27           14.79      
   Year ended 4/30/93 .............             (1.62)           (1.65)           19.68           18.16      
   Year ended 4/30/92 .............             (2.35)           (2.56)           18.16           22.75      
   Year ended 4/30/91 .............              (.71)            (.80)           16.88           24.72      
   Year ended 4/30/90 .............             (1.02)           (1.02)           14.38            8.81      
   Year ended 4/30/89 .............             (1.06)           (1.06)           14.13           20.31      
   10/23/87+ to 4/30/88 ...........              0.00             0.00            12.76           27.60      
   Class C                                                                                                   
                                               $(2.91)          $(2.91)          $39.44           17.55%
   Year ended 10/31/97 ............             (1.03)           (1.03)           36.33           28.66
   Year ended 10/31/96 ............              (.63)            (.63)           29.22           20.81      
   Year ended 10/31/95 ............              (.41)            (.42)           24.79           19.32      
   5/1/94 to 10/31/94** ...........              0.00             0.00            21.22            4.64      
   8/2/93++ to 4/30/94 ............             (2.32)           (2.32)           20.28            5.27      
Premier Growth Fund                                                                                          
   Class A                                                                                                   
                                               $(1.44)          $(1.44)          $25.22           22.74%
   Year ended 11/30/97 ............             (1.08)           (1.08)           22.00           30.46
   Year ended 11/30/96 ............             (1.27)           (1.27)           17.98           21.52      
   Year ended 11/30/95 ............              (.67)            (.67)           16.09           49.95      
   Year ended 11/30/94 ............              0.00             0.00            11.41           (3.14)     
   Year ended 11/30/93 ............              0.00             (.01)           11.78            9.26      
   9/28/92+ to 11/30/92 ...........              0.00             0.00            10.79            7.90      
   Class B                                                                                                   
                                               $(1.44)          $(1.44)          $24.23           22.33%
   Year ended 11/30/97 ............             (1.08)           (1.08)           21.26           29.62
   Year ended 11/30/96 ............             (1.27)           (1.27)           17.52           20.70      
   Year ended 11/30/95 ............              (.67)            (.67)           15.81           49.01      
   Year ended 11/30/94 ............              0.00             0.00            11.29           (3.67)     
   Year ended 11/30/93 ............              0.00             0.00            11.72            8.64      
   9/28/92+ to 11/30/92 ...........              0.00             0.00            10.79            7.90      
<CAPTION>
                                       
                                             Net Assets                          Ratio Of Net                                       
                                              At End Of         Ratio Of          Investment                                        
                                                Period          Expenses         Income (Loss)                                     
                                                 (000's        To Average          To Average          Portfolio                   
  Fiscal Year or Period                         omitted)       Net Assets          Net Assets        Turnover Rate                 
   -------------------                       ------------      -----------       -------------       -------------                 
<S>                                          <C>               <C>               <C>                 <C>                           
Alliance Fund                                                                                                                      
   Class A                                     $1,188,742           98%*              (.29)%*               53%
   Year ended 11/30/97 ...........              1,201,435         1.03                (.29)                158
   Year ended 11/30/96 ...........                999,067         1.04                 .30                  80                     
   Year ended 11/30/95 ...........                945,309         1.08                 .31                  81                     
   1/1/94 to 11/30/94** ..........                760,679         1.05*                .21*                 63                     
   Year ended 12/31/93 ...........                831,814         1.01                 .27                  66                     
   Year ended 12/31/92 ...........                794,733          .81                 .79                  58                     
   Year ended 12/31/91 ...........                748,226          .83                1.03                  74                     
   Year ended 12/31/90 ...........                620,374          .81                1.56                  71                     
   Year ended 12/31/89 ...........                837,429          .75                1.79                  81                     
   Year ended 12/31/88 ...........                760,619          .82                1.38                  65                     
   Class B                                                                                                                         
                                               $   99,866         1.80%*              1.09%*                53%
   Year ended 11/30/97 ...........                 70,461         1.85               (1.12)                158
   Year ended 11/30/96 ...........                 44,450         1.87                (.53)                 80                     
   Year ended 11/30/95 ...........                 31,738         1.90                (.53)                 81                     
   1/1/94 to 11/30/94** ..........                 18,138         1.89*               (.60)*                63                     
   Year ended 12/31/93 ...........                 12,402         1.90                (.64)                 66                     
   Year ended 12/31/92 ...........                  3,825         1.64                (.04)                 58                     
   3/4/91++ to 12/31/91 ..........                    852         1.64*                .10*                 74                     
   Class C                                                                                                                         
                                               $   30,980         1.79%*              1.09%*                53%
   Year ended 11/30/97 ...........                 18,871         1.83               (1.10)                158                     
   Year ended 11/30/96 ...........                 13,899         1.86                (.51)                 80                     
   Year ended 11/30/95 ...........                 10,078         1.89                (.51)                 81                     
   1/1/94 to 11/30/94** ..........                  6,230         1.87*               (.59)*                63                     
   5/3/93++ to 12/31/93 ..........                  4,006         1.94*               (.74)*                66                     
Growth Fund (i)                                                                                                                    
   Class A                                                                                                                         
                                               $  982,831         1.17%*               .24%*                27%
    ear ended 10/31/97 ...........                783,110         1.26 (i)            (.25)                 48                     
   Year ended 10/31/96 ...........                499,459         1.30                 .15                  46                     
   Year ended 10/31/95 ...........                285,161         1.35                 .56                  61                     
   5/1/94 to 10/31/94** ..........                167,800         1.35*                .86*                 24                     
   Year ended 4/30/94 ............                102,406         1.40 (f)             .32                  87                     
   Year ended 4/30/93 ............                 13,889         1.40 (f)             .20                  124                    
   Year ended 4/30/92 ............                  8,228         1.40                1.44                  137                    
   9/4/90++ to 4/30/91 ...........                    713         1.40*               1.99*                 130                    
   Class B                                                                                                                         
                                               $4,352,301         1.88%*              (.47)%                27%
   Year ended 10/31/97 ...........              3,578,806         1.96 (i)            (.94)                 48
   Year ended 10/31/96 ...........              2,498,097         1.99                (.54)                 46                     
   Year ended 10/31/95 ...........              1,052,020         2.05                (.15)                 61                     
   5/1/94 to 10/31/94** ..........                751,521         2.05*                .16*                 24                     
   Year ended 4/30/94 ............                394,227         2.10 (f)            (.36)                 87                     
   Year ended 4/30/93 ............                 56,704         2.15 (f)            (.53)                124                     
   Year ended 4/30/92 ............                 37,845         2.15                 .78                 137                     
   Year ended 4/30/91 ............                 22,710         2.10                 .56                 130                     
   Year ended 4/30/90 ............                 15,800         2.00                 .07                 165                     
   Year ended 4/30/89 ............                  7,672         2.00                (.03)                139                     
   10/23/87+ to 4/30/88 ..........                  1,938         2.00*               (.40)*                52                     
   Class C                                                                                                                         
                                               $  730,631         1.88%               (.47)%*               27%
   Year ended 10/31/97 ...........                599,449         1.97 (i)            (.95)%                48                     
   Year ended 10/31/96 ...........                403,478         2.00                (.55)                 46                     
   Year ended 10/31/95 ...........                226,662         2.05                (.15)                 61                     
   5/1/94 to 10/31/94** ..........                114,455         2.05*                .16*                 24                     
   8/2/93++ to 4/30/94 ...........                 64,030         2.10*(f)            (.31)*                87                     
Premier Growth Fund                                                                                                                
   Class A                                                                                                                         
                                               $  796,794         1.51%*              (.40)%                30%
   Year ended 11/30/97 ...........                373,099         1.57                (.52)                 76                     
   Year ended 11/30/96 ...........                172,870         1.65                (.27)                 95                     
   Year ended 11/30/95 ...........                 72,366         1.75                (.28)                114                     
   Year ended 11/30/94 ...........                 35,146         1.96                (.67)                 98                     
   Year ended 11/30/93 ...........                 40,415         2.18                (.61)                 68                     
   9/28/92+ to 11/30/92 ..........                  4,893         2.17*                .91*                  0                     
   Class B                                                                                                                         
                                               $1,633,922         2.20%              (1.10)%*               30%
   Year ended 11/30/97 ...........                858,449         2.25               (1.20)%                76                     
   Year ended 11/30/96 ...........                404,137         2.32                (.94)                 95                     
   Year ended 11/30/95 ...........                238,088         2.43                (.95)                114                     
   Year ended 11/30/94 ...........                139,988         2.47               (1.19)                 98                     
   Year ended 11/30/93 ...........                151,600         2.70               (1.14)                 68                     
   9/28/92+ to 11/30/92 ..........                 19,941         2.68*                .35*                  0                     
</TABLE>      


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


                                       9

<PAGE>
 
<TABLE>        
<CAPTION>
                                         Net                            Net             Net        
                                        Asset                       Realized and      Increase     
                                        Value                        Unrealized     (Decrease) In   Dividends From  
                                     Beginning Of  Net Investment  Gain (Loss) On  Net Asset Value  Net Investment  
  Fiscal Year or Period                 Period      Income (Loss)    Investments   From Operations       Income     
   -------------------               ------------  --------------  --------------  ---------------  --------------  
<S>                                      <C>          <C>              <C>               <C>             <C>        
Premier Growth Fund (continued)                                                                                     
   Class C                                                                                                          
   12/1/97 to 5/31/98+++...........     $21.29        $(.12)(b)        $4.54             $4.42           $0.00
   Year ended 11/30/97 ............      17.54         (.24)(b)         5.07              4.83            0.00      
   Year ended 11/30/96 ............      15.82         (.14)(b)         3.13              2.99            0.00      
   Year ended 11/30/95 ............      11.30         (.08)            5.27              5.19            0.00      
   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      
                                                                                                                    
Technology Fund                                                                                                     
   Class A                                                                                                          
   12/1/97 to 5/31/98+++...........     $54.44        $(.30)(b)        $6.90             $6.60           $0.00
   Year ended 11/30/97 ............      51.15         (.51)(b)         4.22              3.71            0.00       
   Year ended 11/30/96 ............      46.64         (.39)(b)         7.28              6.89            0.00       
   Year ended 11/30/95 ............      31.98         (.30)           18.13             17.83            0.00       
   1/1/94 to 11/30/94** ...........      26.12         (.32)            6.18              5.86            0.00       
   Year ended 12/31/93 ............      28.20         (.29)            6.39              6.10            0.00       
   Year ended 12/31/92 ............      26.38         (.22)(b)         4.31              4.09            0.00       
   Year ended 12/31/91 ............      19.44         (.02)           10.57             10.55            0.00       
   Year ended 12/31/90 ............      21.57         (.03)            (.56)             (.59)           0.00       
   Year ended 12/31/89 ............      20.35         0.00             1.22              1.22            0.00       
   Year ended 12/31/88 ............      20.22         (.03)(c)          .16               .13            0.00       
                                                                                                                    
   Class B                                                                                                           
   12/1/97 to 5/31/98+++...........     $52.58        $(.49)(b)        $6.66             $6.17           $0.00
   Year ended 11/30/97 ............      49.76         (.88)(b)         4.12              3.24            0.00       
   Year ended 11/30/96 ............      45.76         (.70)(b)         7.08              6.38            0.00       
   Year ended 11/30/95 ............      31.61         (.60)(b)        17.92             17.32            0.00       
   1/1/94 to 11/30/94** ...........      25.98         (.23)            5.86              5.63            0.00       
   5/3/93++ to 12/31/93 ...........      27.44         (.12)            6.84              6.72            0.00       
                                                                                                                    
   Class C                                                                                                           
   12/1/97 to 5/31/98+++...........     $52.57        $(.48)(b)        $6.65             $6.17           $0.00
   Year ended 11/30/97 ............      49.76         (.88)(b)         4.11              3.23            0.00       
   Year ended 11/30/96 ............      45.77         (.70)(b)         7.07              6.37            0.00       
   Year ended 11/30/95 ............      31.61         (.58)(b)        17.91             17.33            0.00       
   1/1/94 to 11/30/94** ...........      25.98         (.24)            5.87              5.63            0.00       
   5/3/93++ to 12/31/93 ...........      27.44         (.13)            6.85              6.72            0.00       
                                                                                                                    
Quasar Fund                                                                                                          
   Class A                                                                                                           
   10/1/97 to 3/31/98+++...........     $30.37        $(.09)(b)        $2.36             $2.27           $0.00
   Year ended 9/30/97 .............      27.92         (.24)(b)         6.80              6.56            0.00       
   Year ended 9/30/96 .............      24.16         (.25)            8.82              8.57            0.00       
   Year ended 9/30/95 .............      22.65         (.22)(b)         5.59              5.37            0.00       
   Year ended 9/30/94 .............      24.43         (.60)            (.36)             (.96)           0.00       
   Year ended 9/30/93 .............      19.34         (.41)            6.38              5.97            0.00       
   Year ended 9/30/92 .............      21.27         (.24)           (1.53)            (1.77)           0.00       
   Year ended 9/30/91 .............      15.67         (.05)            5.71              5.66            (.06)      
   Year ended 9/30/90 .............      24.84          .03(b)         (7.18)            (7.15)           0.00       
   Year ended 9/30/89 .............      17.60          .02(b)          7.40              7.42            0.00       
   Year ended 9/30/88 .............      24.47         (.08)(c)        (2.08)            (2.16)           0.00       
                                                                                                                    
   Class B                                                                                                           
   10/1/97 to 3/31/98+++...........     $27.83        $(.19)(b)        $2.15             $1.96           $0.00
   Year ended 9/30/97 .............      26.13         (.42)(b)        (6.23)             5.81            0.00       
   Year ended 9/30/96 .............      23.03         (.20)            8.11              7.91            0.00       
   Year ended 9/30/95 .............      21.92         (.37)(b)         5.34              4.97            0.00       
   Year ended 9/30/94 .............      23.88         (.53)            (.61)            (1.14)           0.00       
   Year ended 9/30/93 .............      19.07         (.18)            5.87              5.69            0.00       
   Year ended 9/30/92 .............      21.14         (.39)           (1.52)            (1.91)           0.00       
   Year ended 9/30/91 .............      15.66         (.13)            5.67              5.54            (.06)      
   9/17/90++ to 9/30/90 ...........      17.17         (.01)           (1.50)            (1.51)           0.00       
                                                                                                                    
   Class C                                                                                                           
   10/1/97 to 3/31/98+++...........     $27.85        $(.19)(b)        $2.14             $1.95           $0.00
   Year ended 9/30/97 .............      26.14         (.42)(b)         6.24              5.82            0.00       
   Year ended 9/30/96 .............      23.05         (.20)            8.10              7.90            0.00       
   Year ended 9/30/95 .............      21.92         (.37)(b)         5.36              4.99            0.00       
   Year ended 9/30/94 .............      23.88         (.36)            (.78)            (1.14)           0.00       
   5/3/93++ to 9/30/93 ............      20.33         (.10)            3.65              3.55            0.00       
                                                                                                                    
International Fund                                                                                                   
   Class A                                                                                                           
   Year ended 6/30/98+++...........     $18.69        $(.01)(b)(c)     $1.13             $1.12           $(.05)
   Year ended 6/30/97 .............      18.32          .06(b)          1.51              1.57            (.12)      
   Year ended 6/30/96 .............      16.81          .05(b)          2.51              2.56            0.00       
   Year ended 6/30/95 .............      18.38          .04              .01               .05            0.00       
   Year ended 6/30/94 .............      16.01         (.09)            3.02              2.93            0.00       
   Year ended 6/30/93 .............      14.98         (.01)            1.17              1.16            (.04)      
   Year ended 6/30/92 .............      14.00          .01(b)          1.04              1.05            (.07)      
   Year ended 6/30/91 .............      17.99          .05            (3.54)            (3.49)           (.03)      
   Year ended 6/30/90 .............      17.24          .03             2.87              2.90            (.04)      
   Year ended 6/30/89 .............      16.09          .05             3.73              3.78            (.13)     
</TABLE>      
- --------------------------------------------------------------------------------
Please refer to the footnotes on page 18.


                                      10


<PAGE>


<TABLE> 
<CAPTION> 
                                                                                        Total     Net Assets
                                                            Total      Net Asset    Investment    At End Of 
                                        Distributions     Dividends     Value       Return Based   Period    
                                          From Net           And        End of      on Net Asset   (000's
    Fiscal Year or Period              Realized Gains   Distributions   Period       Value (a)    omitted)  
    ---------------------              --------------   -------------   ------       ---------    ----------
<S>                                   <C>               <C>           <C>            <C>         <C> 
Premier Growth Fund (continued)       
  Class C                             
  12/1/97 to 5/31/98+++.............     $(1.44)        $(1.44)         $24.27         22.35%     $  422,016
  Year ended 11/30/97...............      (1.08)         (1.08)          21.29         29.64         177,923
  Year ended 11/30/96...............      (1.27)         (1.27)          17.54         20.76          60,194
  Year ended 11/30/95...............       (.67)          (.67)          15.82         48.96          20,679
  Year ended 11/30/94...............       0.00           0.00           11.30         (3.58)          7,332
  5/3/93++ to 11/30/93..............       0.00           0.00           11.72         11.83           3,899
                                      
Technology Fund                       
  Class A                             
  12/1/97 to 5/31/98+++.............      $(.58)        $ (.58)         $60.46         12.25%     $  720,675
  Year ended 11/30/97...............       (.42)          (.42)          54.44          7.32         624,716
  Year ended 11/30/96...............      (2.38)         (2.38)          51.15         16.05         594,861
  Year ended 11/30/95...............      (3.17)         (3.17)          46.64         61.93         398,262
  1/1/94 to 11/30/94/**/............       0.00           0.00           31.98         22.43         202,929
  Year ended 12/31/93...............      (8.18)         (8.18)          26.12         21.63         173,732
  Year ended 12/31/92...............      (2.27)         (2.27)          28.20         15.50         173,566
  Year ended 12/31/91...............      (3.61)         (3.61)          26.38         54.24         191,693
  Year ended 12/31/90...............      (1.54)         (1.54)          19.44         (3.08)        131,843
  Year ended 12/31/89...............       0.00           0.00           21.57          6.00         141,730
  Year ended 12/31/88...............       0.00           0.00           20.35          0.64         169,856
  Class B                             
  12/1/97 to 5/31/98+++.............     $ (.58)        $ (.58)         $58.17         11.87%     $1,248,323
  Year ended 11/30/97...............       (.42)          (.42)          52.58          6.57       1,053,436
  Year ended 11/30/96...............      (2.38)         (2.38)          49.76         15.20         660,921
  Year ended 11/30/95...............      (3.17)         (3.17)          45.76         60.95         277,111
  1/1/94 to 11/30/94/**/............       0.00           0.00           31.61         21.67          18,397
  5/3/93++ to 12/31/93..............      (8.18)         (8.18)          25.98         24.49           1,645
  Class C                             
  12/1/97 to 5/31/98+++.............     $ (.58)        $ (.58)         $58.16         11.86%     $  219,120
  Year ended 11/30/97...............       (.42)          (.42)          52.57          6.55         184,194
  Year ended 11/30/96...............      (2.38)         (2.38)          49.76         15.17         108,488
  Year ended 11/30/95...............      (3.17)         (3.17)          45.77         60.98          43,161
  1/1/94 to 11/30/94/**/............       0.00           0.00           31.61         21.67           7,470
  5/3/93++ to 12/31/93..............      (8.18)         (8.18)          25.98         24.49           1,096
                                      
Quasar Fund                           
  Class A                             
  10/1/97 to 3/31/98+++.............     $(1.23)        $(1.23)         $31.41          7.97%     $  562,517
  Year ended 9/30/97................      (4.11)         (4.11)          30.37         27.81         402,081
  Year ended 9/30/96................      (4.81)         (4.81)          27.92         42.42         229,798
  Year ended 9/30/95................      (3.86)         (3.86)          24.16         30.73         146,663
  Year ended 9/30/94................       (.82)          (.82)          22.65         (4.05)        155,470
  Year ended 9/30/93................       (.88)          (.88)          24.43         31.58         228,874
  Year ended 9/30/92................       (.16)          (.16)          19.34         (8.34)        252,140
  Year ended 9/30/91................       0.00           (.06)          21.27         36.28         333,806
  Year ended 9/30/90................      (2.02)         (2.02)          15.67        (30.81)        251,102
  Year ended 9/30/89................       (.18)          (.18)          24.84         42.68         263,099
  Year ended 9/30/88................      (4.71)         (4.71)          17.60         (8.61)         90,713
  Class B                             
  10/1/97 to 3/31/98+++.............     $(1.23)        $(1.23)         $28.56          7.57%     $  716,818
  Year ended 9/30/97................      (4.11)         (4.11)          27.83         26.70         503,037
  Year ended 9/30/96................      (4.81)         (4.81)          26.13         41.48         112,490
  Year ended 9/30/95................      (3.86)         (3.86)          23.03         29.78          16,604
  Year ended 9/30/94................       (.82)          (.82)          21.92         (4.92)         13,901
  Year ended 9/30/93................       (.88)          (.88)          23.88         30.53          16,779
  Year ended 9/30/92................       (.16)          (.16)          19.07         (9.05)          9,454
  Year ended 9/30/91................       0.00           (.06)          21.14         35.54           7,346
  9/17/90++ to 9/30/90..............       0.00           0.00           15.66         (8.79)             71
  Class C                             
  10/1/97 to 3/31/98+++.............     $(1.23)        $(1.23)         $28.57          7.53%     $  206,104
  Year ended 9/30/97................      (4.11)         (4.11)          27.85         26.74         145,494
  Year ended 9/30/96................      (4.81)         (4.81)          26.14         41.46          28,541
  Year ended 9/30/95................      (3.86)         (3.86)          23.05         29.87           1,611
  Year ended 9/30/94................       (.82)          (.82)          21.92         (4.92)          1,220
  5/3/93++ to 9/30/93...............       0.00           0.00           23.88         17.46             118
                                      
International Fund                    
  Class A                             
  Year ended 6/30/98................     $(1.21)        $(1.26)         $18.55          6.79%     $  131,565
  Year ended 6/30/97................      (1.08)         (1.20)          18.69          9.30         190,173
  Year ended 6/30/96................      (1.05)         (1.05)          18.32         15.83         196,261
  Year ended 6/30/95................      (1.62)         (1.62)          16.81           .59         165,584
  Year ended 6/30/94................       (.56)          (.56)          18.38         18.68         201,916
  Year ended 6/30/93................       (.09)          (.13)          16.01          7.86         161,048
  Year ended 6/30/92................       0.00           (.07)          14.98          7.52         179,807
  Year ended 6/30/91................       (.47)          (.50)          14.00        (19.34)        214,442
  Year ended 6/30/90................      (2.11)         (2.15)          17.99         16.98         265,999
  Year ended 6/30/89................      (2.50)         (2.63)          17.24         27.65         166,003
- -------------------------------------------------------------------------------------------------------------
</TABLE> 

<TABLE> 
<CAPTION> 

                                                     Ratio Of Net                 
                                      Ratio Of       Investment                   
                                      Expenses       Income (Loss)                
                                      To Average     To Average         Portfolio  
    Fiscal Year or Period             Net Assets     Net Assets       Turnover Rate
    ---------------------             ----------     ----------       -------------
<S>                                   <C>            <C>                 <C> 
Premier Growth Fund (continued)                                                   
  Class C                                                                         
  12/1/97 to 5/31/98+++.............    2.19%*        (1.10)%*                30% 
  Year ended 11/30/97...............    2.24          (1.22)                  76  
  Year ended 11/30/96...............    2.32           (.94)                  95  
  Year ended 11/30/95...............    2.42           (.97)                 114  
  Year ended 11/30/94...............    2.47          (1.16)                  98 
  5/3/93++ to 11/30/93..............    2.79*         (1.35)*                 68                                  
                                                                                                                         
Technology Fund                                                                                                          
  Class A                                                                                                                
  12/1/97 to 5/31/98+++.............    1.63%*        (1.04)%*                31%                                        
  Year ended 11/30/97...............    1.67(i)        (.97)                  51                                         
  Year ended 11/30/96...............    1.74           (.87)                  30                                         
  Year ended 11/30/95...............    1.75           (.77)                  55                                         
  1/1/94 to 11/30/94/**/............    1.66*         (1.22)*                 55                                                  
  Year ended 12/31/93...............    1.73          (1.32)                  64                                                  
  Year ended 12/31/92...............    1.61           (.90)                  73                                                  
  Year ended 12/31/91...............    1.71           (.20)                 134                                                  
  Year ended 12/31/90...............    1.77           (.18)                 147                                                  
  Year ended 12/31/89...............    1.66            .02                  139                                         
  Year ended 12/31/88...............    1.42           (.16)                 139                                         
  Class B                                                                                                                
  12/1/97 to 5/31/98+++.............    2.35%(i)*     (1.76)%*                31%                                        
  Year ended 11/30/97...............    2.38(i)       (1.70)                  51                                         
  Year ended 11/30/96...............    2.44          (1.61)                  30                                  
  Year ended 11/30/95...............    2.48          (1.47)                  55                                                  
  1/1/94 to 11/30/94/**/............    2.43*         (1.95)*                 55                                                  
  5/3/93++ to 12/31/93..............    2.57*         (2.30)*                 64                                                  
  Class C                                                                                                                         
  12/1/97 to 5/31/98+++.............    2.35%(i)*     (1.77)%*                31%                                                 
  Year ended 11/30/97...............    2.38(i)       (1.70)                  51                                  
  Year ended 11/30/96...............    2.44          (1.60)                  30                                                  
  Year ended 11/30/95...............    2.48          (1.47)                  55                                                  
  1/1/94 to 11/30/94/**/............    2.41*         (1.94)*                 55                                                  
  5/3/93++ to 12/31/93..............    2.52*         (2.25)*                 64                                                  
                                                                                                                                  
Quasar Fund                                                                                                                       
  Class A                                                                                                                         
  10/1/97 to 3/31/98+++.............    1.56%*         (.66)%*                63%                                                 
  Year ended 9/30/97................    1.67           (.91)                 135                                                  
  Year ended 9/30/96................    1.79          (1.11)                 168                                                  
  Year ended 9/30/95................    1.83          (1.06)                 160                                                  
  Year ended 9/30/94................    1.67          (1.15)                 110                                                    
  Year ended 9/30/93................    1.65          (1.00)                 102           
  Year ended 9/30/92................    1.62           (.89)                 128           
  Year ended 9/30/91................    1.64           (.22)                 118           
  Year ended 9/30/90................    1.66            .16                   90           
  Year ended 9/30/89................    1.73            .10                   90           
  Year ended 9/30/88................    1.28           (.40)                  58           
  Class B                                                                                  
  10/1/97 to 3/31/98+++.............    2.34%*        (1.44)%*                63%          
  Year ended 9/30/97................    2.51          (1.73)                 135                                                    
  Year ended 9/30/96................    2.62          (1.96)                 168                                                   
  Year ended 9/30/95................    2.65          (1.88)                 160                                                   
  Year ended 9/30/94................    2.50          (1.98)                 110                                                   
  Year ended 9/30/93................    2.46          (1.81)                 102                                                   
  Year ended 9/30/92................    2.42          (1.67)                 128                                                   
  Year ended 9/30/91................    2.41          (1.28)                 118                                                   
  9/17/90++ to 9/30/90..............    2.09*          (.26)*                 90                                                    
  Class C                                                                               
  10/1/97 to 3/31/98+++.............    2.33%*        (1.44)%*                63%       
  Year ended 9/30/97................    2.50          (1.72)                 135        
  Year ended 9/30/96................    2.61          (1.94)                 168        
  Year ended 9/30/95................    2.64*         (1.76)*                160        
  Year ended 9/30/94................    2.48          (1.96)                 110        
  5/3/93++ to 9/30/93...............    2.49*         (1.90)*                102        
                                                                                        
International Fund                                                                  
  Class A                                                                           
  Year ended 6/30/98................    1.65%(f)       (.05)%                121%   
  Year ended 6/30/97................    1.74(i)         .31                   94    
  Year ended 6/30/96................    1.72            .31                   78    
  Year ended 6/30/95................    1.73            .26                  119    
  Year ended 6/30/94................    1.90           (.50)                  97    
  Year ended 6/30/93................    1.88           (.14)                  94    
  Year ended 6/30/92................    1.82            .07                   72    
  Year ended 6/30/91................    1.73            .37                   71    
  Year ended 6/30/90................    1.45            .33                   37 
  Year ended 6/30/89................    1.41            .39                   87  
- ------------------------------------------------------------------------------------
</TABLE> 

                                      11

<PAGE>
 
<TABLE>    
<CAPTION>    
                                         Net                            Net             Net                           
                                        Asset                       Realized and      Increase                       Distributions 
                                        Value                        Unrealized     (Decrease) In   Dividends From    In Excess Of 
                                     Beginning Of  Net Investment  Gain (Loss) On  Net Asset Value  Net Investment   Net Investment
  Fiscal Year or Period                 Period      Income (Loss)    Investments   From Operations       Income          Income    
   -------------------               ------------  --------------  --------------  ---------------  --------------   --------------
<S>                                      <C>          <C>              <C>               <C>             <C>        
International Fund (continued)
   Class B                                                                                                           
   Year ended 6/30/98 .............     $17.71        $(.16)(b)(c)    $ 1.07            $  .91           $0.00         $0.00     
   Year ended 6/30/97 .............      17.45         (.09)(b)         1.43              1.34            0.00          0.00     
   Year ended 6/30/96 .............      16.19         (.07)(b)         1.38)             2.31            0.00          0.00     
   Year ended 6/30/95 .............      17.90         (.01)           (0.08)             (.09)           0.00          0.00     
   Year ended 6/30/94 .............      15.74         (.19)(b)         2.91              2.72            0.00          0.00     
   Year ended 6/30/93 .............      14.81         (.12)            1.14              1.02            0.00          0.00     
   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)         0.00     
   Class C                                                                                                                       
   Year ended 6/30/98 .............     $17.73        $(.15)(b)(c)    $ 1.05            $  .90           $0.00         $0.00     
   Year ended 6/30/97 .............      17.46         (.09)(b)         1.44              1.35            0.00          0.00     
   Year ended 6/30/96 .............      16.20         (.07)(b)         2.38              2.31            0.00          0.00     
   Year ended 6/30/95 .............      17.91         (.14)             .05              (.09)           0.00          0.00
   Year ended 6/30/94 .............      15.74         (.11)            2.84              2.73            0.00          0.00     
   5/3/93++ to 6/30/93 ............      15.93         0.00             (.19)             (.19)           0.00          0.00     
                                                                                                                              
International Premier Growth fund
   Class A
   -------
   3/3/98+ to 5/31/98+++ ..........     $10.00        $ .04(b)(c)     $  .30            $  .34           $0.00         $0.00 
   Class B
   -------
   3/3/98+ to 5/31/98+++ ..........     $10.00        $ .03(b)(c)     $  .30            $  .33           $0.00         $0.00   
   Class C
   -------
   3/3/98+ to 5/31/98+++ ..........     $10.00        $ .02(b)(c)     $  .30            $  .32           $0.00         $0.00   

Worldwide Privatization Fund                                                                                                   
   Class A
   Year ended 6/30/98 .............     $13.26        $ .10(b)        $  .85            $  .95           $(.18)        $0.00
   Year ended 6/30/97 .............      12.13          .15(b)          2.55              2.70            (.15)         0.00    
   Year ended 6/30/96 .............      10.18          .10(b)          1.85              1.95            0.00          0.00    
   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 6/30/98 .............     $13.04        $ .02(b)        $  .82            $  .84           $(.15)        $0.00 
   Year ended 6/30/97 .............      11.96          .08(b)          2.50              2.58            (.08)         0.00    
   Year ended 6/30/96 .............      10.10         (.02)            1.88              1.86            0.00          0.00    
   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                                                                                                                      
   Year ended 6/30/98 .............     $13.04        $ .05(b)        $  .79            $  .84           $(.15)        $0.00 
   Year ended 6/30/97 .............      11.96          .12(b)          2.46              2.58            (.08)         0.00    
   Year ended 6/30/96 .............      10.10          .03             1.83              1.86            0.00          0.00    
   2/8/95++ to 6/30/9 .............       9.53          .05              .52               .57            0.00          0.00    

New Europe Fund                                                                                                                 
   Class A                                                                                                                      
   Year ended 7/31/98 .............     $18.61        $ .05(b)        $ 5.28            $ 5.33           $0.00         $(.04)
   Year ended 7/31/97 .............      15.84          .07(b)          4.20              4.27            (.15)         (.03)   
   Year ended 7/31/96 .............      15.11          .18             1.02              1.20            0.00          0.00    
   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)         0.00    
   Class B                                                                                                                      
   Year ended 7/31/98 .............     $17.87        $(.08)(b)       $ 5.02            $ 4.94           $0.00         $0.00  
   Year ended 7/31/97 .............      15.31         (.04)(b)         4.02              3.98            0.00          (.10)   
   Year ended 7/31/96 .............      14.71          .08              .99              1.07            0.00          0.00    
   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 7/31/98 .............     $17.89        $(.08)(b)       $ 5.01            $ 4.93           $0.00         $0.00  
   Year ended 7/31/97 .............      15.33         (.04)(b)         4.02              3.98            0.00          (.10)   
   Year ended 7/31/96 .............      14.72          .08             1.00              1.08            0.00          0.00    
   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    

All-Asia Investment Fund                                                                                                        
   Class A                                                                                                                      
   11/1/97 to 4/30/98+++...........     $ 7.54        $(.07)(b)(c)    $ (.26)           $ (.33)          $0.00         $0.00  
   Year ended 10/31/97 .............     11.04         (.21)(b)(c)     (2.95)            (3.16)           0.00          0.00    
   Year ended 10/31/96 .............     10.45         (.21)(b)(c)       .88               .67            0.00          0.00    
   11/28/94+ to 10/31/9 ............     10.00         (.19)(c)          .64               .45            0.00          0.00    
</TABLE>       

- --------------------------------------------------------------------------------
Please refer to the footnotes on page 18.


                                      12
<PAGE>
 
<TABLE>     
<CAPTION>                                 
                                                                                                Total               Net Assets
                                                              Total       Net Asset           Investment             At End of 
                                          Distributions     Dividends       Value            Return Based              Period 
                                            From Net           And          End of           On Net Asset              (000's 
  Fiscal Year or Period                   Realized Gains   Distributions    Period              Value (a)              omitted)
   -------------------                    --------------   --------------   ----------        ------------           ------------
<S>                                          <C>           <C>              <C>               <C>                    <C>       
International Fund (continued)
   Class B                                    
   Year ended 6/30/98 .............            $(1.21)        $(1.21)         $17.41                5.92%              $   71,370
   Year ended 6/30/97 .............             (1.08)         (1.08)          17.71                8.37                   77,725
   Year ended 6/30/96 .............             (1.05)         (1.05)          17.45               14.87                   72,470
   Year ended 6/30/95 .............             (1.62)         (1.62)          16.19                (.22)                  48,998
   Year ended 6/30/94 .............              (.56)          (.56)          17.90               17.65                   29,943 
   Year ended 6/30/93 .............              (.09)          (.09)          14.74                6.98                    6,363
   Year ended 6/30/92 .............              0.00           (.03)          14.81                6.54                    5,585
   9/17/90++ to 6/30/91 ...........              (.47)          (.50)          13.93               (6.97)                   3,515
                                      
   Class C                                                                                                                       
   Year ended 6/30/98 .............            $(1.21)        $(1.21)         $17.42                5.85%              $   20,428   
   Year ended 6/30/97 .............             (1.08)         (1.08)          17.73                8.42                   23,268   
   Year ended 6/30/96 .............             (1.05)         (1.05)          17.46               14.85                   26.965   
   Year ended 6/30/95 .............             (1.62)         (1.62)          16.20                (.22)                  19,395   
   Year ended 6/30/94 .............              (.56)          (.56)          17.91               17.72                   13,503   
   5/3/93++ to 6/30/93 ............              0.00           0.00           15.74               (1.19)                     229   
                                                                                                                              
International Premier Growth fund     
   Class A                            
   3/3/98+ to 5/31/98+++ ..........              0.00           0.00           10.34                3.40                    2,764 
   Class B                            
   3/3/98+ to 5/31/98+++ ..........              0.00           0.00           10.33                3.30                    7,042 
   Class C                            
   3/3/98+ to 5/31/98+++ ..........              0.00           0.00           10.32                3.20                    1,017 
                                      
Worldwide Privatization Fund                                                                                                   
   Class A                            
   Year ended 6/30/98 .............            $(1.36)        $(1.54)         $12.67                9.11%              $  467,960   
   Year ended 6/30/97 .............             (1.42)         (1.57)          13.26               25.16                  561,793   
   Year ended 6/30/96 .............              0.00           0.00           12.13               19.16                  672,732   
   Year ended 6/30/95 .............              0.00           0.00           10.18                4.41                   13,535   
   6/2/94+ to 6/30/94 .............              0.00           0.00            9.75               (2.50)                   4,990   
   Class B                                                                                                                      
   Year ended 6/30/98 .............            $(1.36)        $(1.51)         $12.37                8.34%              $  156,348
   Year ended 6/30/97 .............             (1.42)         (1.50)          13.04               24.34                  121,173
   Year ended 6/30/96 .............              0.00           0.00           11.96               18.42                   83,050
   Year ended 6/30/95 .............              0.00           0.00           10.10                3.70                   79,359
   6/2/94+ to 6/30/94 .............              0.00           0.00            9.74               (2.60)                  22,859   
   Class C                                                                                                                      
   Year ended 6/30/98 .............            $(1.36)        $(1.51)         $12.37                8.34%              $   26,635   
   Year ended 6/30/97 .............             (1.42)         (1.50)          13.04               24.33                   12,929   
   Year ended 6/30/96 .............              0.00           0.00           11.96               18.42                    2,383   
   2/8/95++ to 6/30/9 .............              0.00           0.00           10.10                5.98                      338

New Europe Fund                                                                                                                 
   Class A                                                                                                                      
   Year ended 7/31/98 .............            $(2.05)        $(2.09)         $21.85               32.21%              $  130,777   
   Year ended 7/31/97 .............             (1.32)         (1.50)          18.61               28.78                   78,578   
   Year ended 7/31/96 .............              (.47)          (.47)          15.84                8.20                   74,026   
   Year ended 7/31/95 .............              0.00           (.09)          15.11               20.22                   86,112   
   Period ended 7/31/94**..........              0.00           0.00           12.66                1.04                   86,739   
   Year ended 2/28/94 .............              0.00           0.00           12.53               33.73                   90,372   
   Year ended 2/28/93 .............              0.00           (.15)           9.37               (2.82)                  79,285   
   Year ended 2/29/92 .............              0.00           (.02)           9.81                 .74                  108,510   
   4/2/90+ to 2/28/91 .............              (.44)          (.70)           9.76               (5.63)                 188,016 
   Class B                                                                                                                      
   Year ended 7/31/98 .............            $(2.05)        $(2.05)         $20.76               31.22%              $  137,425   
   Year ended 7/31/97 .............             (1.32)         (1.42)          17.87               27.76                   77,032   
   Year ended 7/31/96 .............              (.47)          (.47)          15.31                7.53                   42,662   
   Year ended 7/31/95 .............              0.00           (.09)          14.71               19.42                   34,527   
   Period ended 7/31/94**..........              0.00           0.00           12.41                 .73                   31,404   
   Year ended 2/28/94 .............              0.00           0.00           12.32               32.76                   20,729   
   Year ended 2/28/93 .............              0.00           (.11)           9.28               (3.49)                   1,732  
   3/5/91++ to 2/29/92.............              0.00           (.02)           9.74                 .03                    1,423   
   Class C                                                                                                                      
   Year ended 7/31/98 .............            $(2.05)        $(2.05)         $20.77               31.19%              $   39,618   
   Year ended 7/31/97 .............             (1.32)         (1.42)          17.89               27.73                   16,907   
   Year ended 7/31/96 .............              (.47)          (.47)          15.33                7.59                   10,141   
   Year ended 7/31/95 .............              0.00           (.09)          14.72               19.40                    7,802   
   Period ended 7/31/94**..........              0.00           0.00           12.42                 .73                   11,875  
   5/3/93++ to 2/28/94.............              0.00           0.00           12.33               20.77                   10,886   

All-Asia Investment Fund                                                                                                        
   Class A                                                                                                                      
   11/1/97 to 4/30/98  ............            $ 0.00         $(0.00)         $ 7.21               (4.38)%             $    4,816  
   Year ended 10/31/97 ............               .34            .34            7.54              (29.61)                   5,916  
   Year ended 10/31/96 ............              (.08)          (.08)          11.04                6.43                   12,284  
   11/28/94+ to 10/31/95...........              0.00           0.00)          10.45                4.50                    2,870   






                                                            Ratio of Net 
                                              Ratio of       Investment  
                                              Expenses      Income (Loss) 
                                             To Average       To Average      Portfolio 
                                             Net Assets       Net Assets   Turnover Rate
                                            ------------    ------------- --------------- 
   Class B                                                                     
   Year ended 6/30/98 .............              2.49%(f)       (.90)%           121%
   Year ended 6/30/97 .............              2.59 (i)       (.51)             94
   Year ended 6/30/96 .............              2.55           (.46)             78
   Year ended 6/30/95 .............              2.57           (.62)            119
   Year ended 6/30/94 .............              2.78          (1.15)             97
   Year ended 6/30/93 .............              2.70           (.96)             94
   Year ended 6/30/92 .............              2.68           (.70)             72
   9/17/90++ to 6/30/91 ...........              3.39*           .84*             71 
                                     
                                     
   Class C                            
   Year ended 6/30/98 .............              2.48%(f)       (.90)%           121%
   Year ended 6/30/97 .............              2.58           (.51)             94
   Year ended 6/30/96 .............              2.53           (.47)             78
   Year ended 6/30/95 .............              2.54           (.88)            119
   Year ended 6/30/94 .............              2.78          (1.12)             97
   5/3/93++ to 6/30/93 ............              2.57*           .08*             94
                                      
International Premier Growth fund    
   Class A                           
   3/3/98+ to 5/31/98+++ ..........              2.50%*         2.08%*            26%
   Class B                           
   3/3/98+ to 5/31/98+++ ..........              3.20%          1.59%*            26%
   Class C                           
   3/3/98+ to 5/31/98+++ ..........              3.20%          1.42%*            26%
                                     
Worldwide Privatization Fund          
   Class A                           
   Year ended 6/30/98 .............              1.73%           .80%             53% 
   Year ended 6/30/97 .............              1.72           1.27              48
   Year ended 6/30/96 .............              1.87            .95              28
   Year ended 6/30/95 .............              2.56            .66              36 
   6/2/94+ to 6/30/94 .............              2.75*          1.03*              0
   Class B                            
   Year ended 6/30/98 .............              2.45%           .20%             53%
   Year ended 6/30/97 .............              2.43            .66              48
   Year ended 6/30/96 .............              2.83           (.20)             28
   Year ended 6/30/95 .............              3.27            .01              36
   6/2/94+ to 6/30/94 .............              3.45*           .33*              0
   Class C                            
   Year ended 6/30/98 .............              2.44%           .38%             53%
   Year ended 6/30/97 .............              2.42           1.06              48
   Year ended 6/30/96 .............              2.57            .63              28
   2/8/95++ to 6/30/9 .............              3.27*          2.65*             36 

New Europe Fund                       
   Class A                            
   Year ended 7/31/98 .............              1.85%(i)        .25%             99%
   Year ended 7/31/97 .............              2.05 (i)        .40              89
   Year ended 7/31/96 .............              2.14           1.10              69
   Year ended 7/31/95 .............              2.09            .37              74
   Period ended 7/31/94**..........              2.06*          1.85*             35
   Year ended 2/28/94 .............              2.30            .17              94
   Year ended 2/28/93 .............              2.25            .47             125
   Year ended 2/29/92 .............              2.24            .16              34
   4/2/90+ to 2/28/91 .............              1.52*          2.71*             48 
   Class B                            
   Year ended 7/31/98 .............              2.56%(i)       (.40)%            99%
   Year ended 7/31/97 .............              2.75 (i)       (.23)             89
   Year ended 7/31/96 .............              2.86            .59              69
   Year ended 7/31/95 .............              2.79           (.33)             74
   Period ended 7/31/94**..........              2.76           1.15*             35
   Year ended 2/28/94 .............              3.02           (.52)             94 
   Year ended 2/28/93 .............              3.00           (.50)            125
   3/5/91++ to 2/29/92.............              3.02*          (.71)*            34      
   Class C                            
   Year ended 7/31/98 .............              2.56%(i)       (.41)%            99%
   Year ended 7/31/97 .............              2.74 (i)       (.23)             89
   Year ended 7/31/96 .............              2.87            .58              69
   Year ended 7/31/95 .............              2.78           (.33)             74  
   Period ended 7/31/94**..........              2.76*          1.15*             35
   5/3/93++ to 2/28/94.............              3.00*          (.52)*            94

All-Asia Investment Fund              
   Class A                            
   11/1/97 to 4/30/98  ............              3.74%*        (1.86)%*           87%
   Year ended 10/31/97 ............              3.45 (f)      (1.97)             70
   Year ended 10/31/96 ............              3.37*(f)      (1.75)             66    
   11/28/94+ to 10/31/95...........              4.42*(f)      (1.87)*            90

</TABLE>        
<PAGE>
 
<TABLE>    
<CAPTION>
                                           Net                                      Net               Net
                                          Asset                                 Realized and        Increase
                                          Value                                  Unrealized       (Decrease) In       Dividends From
                                       Beginning Of        Net Investment      Gain (Loss) On    Net Asset Value      Net Investment
  Fiscal Year or Period                   Period            Income (Loss)        Investments     From Operations           Income
   -------------------                 ------------        --------------      --------------    ---------------      --------------

<S>                                        <C>                <C>                  <C>                 <C>                 <C>     
All-Asia Investment Fund (continued)
   Class B                                                                                                                         
   11/1/97 to 4/30/98+++.....             $ 7.39              $(.09)(b)(c)        $ (.25)             $ (.34)              $0.00  
   Year ended 10/31/97.......              10.90               (.28)(b)(c)         (2.89)              (3.17)               0.00   
   Year ended 10/31/96.......              10.41               (.28)(b)(c)           .85                 .57                0.00   
   11/28/94+ to 10/31/95.....              10.00               (.25)(c)              .66                 .41                0.00   
   Class C                                                                                                                         
   11/1/97 to 4/30/98+++.....             $ 7.40              $(.09)(b)(c)        $ (.25)             $ (.34)              $0.00 
   Year ended 10/31/97.......             $10.91              $(.27)(b)(c)        $(2.90)             $(3.17)              $0.00   
   Year ended 10/31/96.......              10.41               (.28)(b)(c)           .86                 .58                0.00   
   11/28/94+ to 10/31/95.....              10.00               (.35)(c)              .76                 .41                0.00   
Greater China '97 Fund
   Class A                                                                                                                          
   September 3, 1997 to 7/31/98.....      $10.00              $ .08(b)(c)         $(5.18)             $(5.10)              $(.06) 
   Class B
   September 3, 1997 to 7/31/98.....      $10.00              $ .03(b)(c)         $(5.17)             $(5.14)              $(.03)   
   Class c                           
   September 3, 1997 to 7/31/98.....      $10.00              $ .03(b)(c)         $(5.17)             $(5.14)              $(.03) 
Global Small Cap Fund                                                                                                              
   Class A                                                                                                                          
   Year ended 7/31/98........             $12.87              $(.11)(b)           $  .37              $  .26               $0.00    
   Year ended 7/31/97........              11.61               (.15)(b)             2.97                2.82                0.00    
   Year ended 7/31/96........              10.38               (.14)(b)             1.90                1.76                0.00   
   Year ended 7/31/95........              11.08               (.09)                1.50                1.41                0.00   
   Period ended 7/31/94**....              11.24               (.15)(b)             (.01)               (.16)               0.00   
   Year ended 9/30/93........               9.33               (.15)                2.49                2.34                0.00   
   Year ended 9/30/92........              10.55               (.16)               (1.03)              (1.19)               0.00   
   Year ended 9/30/91........               8.26               (.06)                2.35                2.29                0.00   
   Year ended 9/30/90........              15.54               (.05)(b)            (4.12)              (4.17)               0.00   
   Year ended 9/30/89........              11.41               (.03)                4.25                4.22                0.00   
   Class B                                                                                                                         
   Year ended 7/31/98........             $12.03              $(.18)(b)           $  .34              $  .16               $0.00    
   Year ended 7/31/97........              11.03               (.21)(b)             2.77                2.56                0.00    
   Year ended 7/31/96........               9.95               (.20)(b)             1.81                1.61                0.00   
   Year ended 7/31/95........              10.78               (.12)                1.40                1.28                0.00   
   Period ended 7/31/94**....              11.00               (.17)(b)             (.05)               (.22)               0.00   
   Year ended 9/30/93........               9.20               (.15)                2.38                2.23                0.00   
   Year ended 9/30/92........              10.49               (.20)               (1.06)              (1.26)               0.00   
   Year ended 9/30/91........               8.26               (.07)                2.30                2.23                0.00   
   9/17/90++ to 9/30/90......               9.12               (.01)                (.85)               (.86)               0.00   
   Class C                                                                                                                         
   Year ended 7/31/98........             $12.05              $(.19)(b)           $  .35              $  .16               $0.00    
   Year ended 7/31/97........              11.05               (.22)(b)             2.78                2.56                0.00    
   Year ended 7/31/96........               9.96               (.20)(b)             1.82                1.62                0.00   
   Year ended 7/31/95........              10.79               (.17)                1.45                1.28                0.00   
   Period ended 7/31/94**....              11.00               (.17)(b)             (.04)               (.21)               0.00   
   5/3/93++ to 9/30/93.......               9.86               (.05)                1.19                1.14                0.00   
Global Environment Fund (k)                                                                                                       
   Class A                 
   11/1/97 to 4/30/98++......             $18.77              $(.14)(b)           $ 1.30              $ 1.16               $0.00  
   Year ended 10/31/97 ......              16.48               (.23)(b)             3.65                3.42                0.00 
   Year ended 10/31/96 ......              12.37               (.13)(b)             4.26                4.13                (.02)
   Year ended 10/31/95 ......              11.74                .03                  .60                 .63                0.00 
   Year ended 10/31/94 ......              10.97               0.00                  .77                 .77                0.00 
   Year ended 10/31/93 ......              10.78                .01                  .18                 .19                0.00 
   Year ended 10/31/92 ......              13.12                .01                (2.17)              (2.16)               (.10)
   Year ended 10/31/91 ......              12.46                .13                  .87                1.00                (.25)
   6/1/90+ to 10/31/90 ......              13.83                .20                (1.57)              (1.37)               0.00 
   Class B                                                                                                                       
   11/1/97 to 4/30/98++......             $18.76              $(.15)(b)           $ 1.30              $ 1.15               $0.00 
   10/3/97++to 10/31/97......              19.92               (.20)(b)             (.96)              (1.16)               0.00 
   Class C                                                                                                                       
   11/1/97 to 4/30/98++......             $19.15              $(.16)(b)           $ 0.88              $  .72               $0.00 
Balanced Shares                                                                                                                  
   Class A                                                                                                                       
   Year ended 7/31/98 .......             $16.17              $ .33 (b)           $ 1.86              $ 2.19               $(.32)
   Year ended 7/31/97 .......              14.01                .31(b)              3.97                4.28                (.32)
   Year ended 7/31/96 .......              15.08                .37                  .45                 .82                (.41)
   Year ended 7/31/95 .......              13.38                .46                 1.62                2.08                (.36)
   Period ended 7/31/94** ...              14.40                .29                 (.74)               (.45)               (.28)
   Year ended 9/30/93 .......              13.20                .34                 1.29                1.63                (.43)
   Year ended 9/30/92 .......              12.64                .44                  .57                1.01                (.45)
   Year ended 9/30/91 .......              10.41                .46                 2.17                2.63                (.40)
   Year ended 9/30/90 .......              14.13                .45                (2.14)              (1.69)               (.40)
   Year ended 9/30/89 .......              12.53                .42                 2.18                2.60                (.46)
   Class B                                                                                                                       
   Year ended 7/31/98 .......             $15.83              $ .21(b)            $ 1.81              $ 2.02               $(.24)
   Year ended 7/31/97 .......              13.79                .19(b)              3.89                4.08                (.24)
   Year ended 7/31/96 .......              14.88                .28                  .42                 .70                (.31)
   Year ended 7/31/95 .......              13.23                .30                 1.65                1.95                (.28)
   Period ended 7/31/94** ...              14.27                .22                 (.75)               (.53)               (.22)
   Year ended 9/30/93 .......              13.13                .29                 1.22                1.51                (.37)
   Year ended 9/30/92 .......              12.61                .37                  .54                 .91                (.39)
   2/4/91++ to 9/30/91 ......              11.84                .25                  .80                1.05                (.28)
   2/4/91++ to 9/30/91 ......              11.84                .25                  .80                1.05                (.28)

<CAPTION>
                                    Distributions                        
                                     In Excess Of        
                                    Net Investment       
  Fiscal Year or Period                 Income           
   -------------------              --------------       
<S>                                      <C>             

All-Asia Investment Fund (continued)
   Class B                                               
   11/1/97 to 4/30/98+++.....            $0.00 
   Year ended 10/31/97.......             0.00           
   Year ended 10/31/96.......             0.00           
   11/28/94+ to 10/31/95.....             0.00           
   Class C                                               
   11/1/97 to 4/30/98+++.....            $0.00
   Year ended 10/31/97.......             0.00           
   Year ended 10/31/96.......             0.00           
   11/28/94+ to 10/31/95.....             0.00           
Greater China '97 Fund
   Class A                                                                                                                        
   September 3, 1997 to 7/31/98.....     $0.00  
   Class B                              
   September 3, 1997 to 7/31/98.....     $(.01) 
   Class c                              
   September 3, 1997 to 7/31/98.....     $(.01) 
Global Small Cap Fund                                    
   Class A                                               
   Year ended 7/31/97........            $0.00
   Year ended 7/31/97........             0.00           
   Year ended 7/31/96........             0.00           
   Year ended 7/31/95........             0.00           
   Period ended 7/31/94**....             0.00           
   Year ended 9/30/93........             0.00           
   Year ended 9/30/92........             0.00           
   Year ended 9/30/91........             0.00           
   Year ended 9/30/90........             0.00           
   Year ended 9/30/89........             0.00           
   Year ended 9/30/88........             0.00           
   Class B                                               
   Year ended 7/31/97........            $0.00
   Year ended 7/31/97........             0.00           
   Year ended 7/31/96........             0.00           
   Year ended 7/31/95........             0.00           
   Period ended 7/31/94**....             0.00           
   Year ended 9/30/93........             0.00           
   Year ended 9/30/92........             0.00           
   Year ended 9/30/91........             0.00           
   9/17/90++ to 9/30/90......             0.00           
   Class C                                               
   Year ended 7/31/98........            $0.00 
   Year ended 7/31/97........             0.00
   Year ended 7/31/97........             0.00           
   Year ended 7/31/96........             0.00           
   Year ended 7/31/95........             0.00           
   Period ended 7/31/94**....             0.00           
   5/3/93++ to 9/30/93.......             0.00           
Global Environment Fund (k)
   Class A                 
   11/1/97 to 4/30/98++......            $0.00  
   Year ended 10/31/97 ......             0.00   
   Year ended 10/31/96 ......             0.00   
   Year ended 10/31/95 ......             0.00   
   Year ended 10/31/94 ......             0.00   
   Year ended 10/31/93 ......             0.00   
   Year ended 10/31/92 ......             0.00   
   Year ended 10/31/91 ......             0.00   
   6/1/90+ to 10/31/90 ......             0.00   
   Class B                   
   11/1/97 to 4/30/98++......            $0.00 
   10/3/97++to 10/31/97......             0.00 
   Class C                   
   11/1/97 to 4/30/98++......            $0.00 
Balanced Shares              
   Class A                   
   Year ended 7/31/98 .......            $0.00 
   Year ended 7/31/97 .......             0.00 
   Year ended 7/31/96 .......             0.00 
   Year ended 7/31/95 .......             0.00 
   Period ended 7/31/94** ...             0.00 
   Year ended 9/30/93 .......             0.00 
   Year ended 9/30/92 .......             0.00 
   Year ended 9/30/91 .......             0.00 
   Year ended 9/30/90 .......             0.00 
   Year ended 9/30/89 .......             0.00 
   Class B                   
   Year ended 7/31/98 .......            $0.00 
   Year ended 7/31/97 .......             0.00 
   Year ended 7/31/96 .......             0.00 
   Year ended 7/31/95 .......             0.00 
   Period ended 7/31/94** ...             0.00 
   Year ended 9/30/93 .......             0.00 
   Year ended 9/30/92 .......             0.00 
   2/4/91++ to 9/30/91 ......             0.00 
   2/4/91++ to 9/30/91 ......             0.00 
</TABLE>    
- --------------------------------------------------------------------------------
Please refer to footnotes on page 18.

                                      14
<PAGE>

<TABLE>    
<CAPTION>
                                                                                                 Total           Net Assets         
                                                              Total           Net Asset        Investment        At End Of     
                                         Distributions      Dividends           Value         Return Based         Period     
                                            From Net           And              End Of        on Net Asset         (000's     
  Fiscal Year or Period                  Realized Gains   Distributions         Period          Value (a)         omitted)    
   -------------------                   --------------   -------------       ---------       ------------       ----------   
<S>                                      <C>              <C>                 <C>             <C>                <C>          
All-Asia Investment Fund (continued)                                                                                          
   Class B                                                                                                                    
   11/1/97 to 4/30/98+++.....               $ (0.00)         $ (.00)             $ 7.05          (4.60)%          $ 11,139     
   Year ended 10/31/97.......                  (.34)           (.34)               7.39         (30.09)             11,439     
   Year ended 10/31/96.......                  (.08)           (.08)              10.90           5.49              23,784    
   11/28/94+ to 10/31/95.....                  0.00            0.00               10.41           4.10               5,170    
   Class C                                                                                                                    
   11/1/97 to 4/30/98+++.....               $ (0.00)         $(0.00)             $ 7.06          (4.60)%          $  1,981     
   Year ended 10/31/97.......                  (.34)           (.34)               7.40         (30.06)              1,859     
   Year ended 10/31/96.......                  (.08)           (.08)              10.91           5.59               4,228    
   11/28/94+ to 10/31/95.....                  0.00            0.00               10.41           4.10                 597 

Greater China '97 Fund                                                                                                        
   Class A                                                                                                                    
   September 3, 1997 to 7/31/98.....        $  0.00          $ (.06)             $ 4.84         (51.20)%          $    445     
   Class B                                                                                                                    
   September 3, 1997 to 7/31/98.....        $  0.00            (.04)             $ 4.82         (51.53)%          $  1,551
   Class C                                                                                      
   September 3, 1997 to 7/31/98.....        $  0.00            (.04)             $ 4.82         (51.53)%          $    102 

Global Small Cap Fund                                                                                                         
   Class A                                                                                                                    
   Year ended 7/31/98........               $ ( .99)         $( .99)             $12.14           2.49%           $ 82,843          
   Year ended 7/31/97........                 (1.56)          (1.56)              12.87          26.47              85,217     
   Year ended 7/31/96........                  (.53)           (.53)              11.61          17.46              68,623    
   Year ended 7/31/95........                 (2.11)(h)       (2.11)              10.38          16.62              60,057    
   Period ended 7/31/94**....                  0.00            0.00               11.08          (1.42)             61,372 
   Year ended 9/30/93........                  (.43)           (.43)              11.24          25.83              65,713    
   Year ended 9/30/92........                  (.03)           (.03)               9.33         (11.30)             58,491    
   Year ended 9/30/91........                  0.00            0.00               10.55          27.72              84,370    
   Year ended 9/30/90........                 (3.11)          (3.11)               8.26         (31.90)             68,316    
   Year ended 9/30/89........                  (.09)           (.09)              15.54          37.34             113,583    
   Class B                                                                                                                    
   Year ended 7/31/98........               $ ( .99)         $( .99)             $11.20           1.80%           $ 38,827
   Year ended 7/31/97........                 (1.56)          (1.56)              12.03          25.42              31,946
   Year ended 7/31/96........                  (.53)           (.53)              11.03          16.69              14,247
   Year ended 7/31/95........                 (2.11)(h)       (2.11)               9.95          15.77               5,164
   Period ended 7/31/94**....                  0.00            0.00               10.78          (2.00)              3,889    
   Year ended 9/30/93........                  (.43)           (.43)              11.00          24.97               1,150    
   Year ended 9/30/92........                  (.03)           (.03)               9.20         (12.03)                819    
   Year ended 9/30/91........                  0.00            0.00               10.49          27.00                 121    
   9/17/90++ to 9/30/90......                  0.00            0.00                8.26          (9.43)                183    
   Class C                                                                                                                          
   Year ended 7/31/98........               $ ( .99)         $( .99)             $11.22           1.79%           $  9,471
   Year ended 7/31/97........                 (1.56)          (1.56)              12.05          25.37               8,718          
   Year ended 7/31/96........                  (.53)           (.53)              11.05          16.77               4,119          
   Year ended 7/31/95........                 (2.11)(h)       (2.11)               9.96          15.75               1,407          
   Period ended 7/31/94**....                  0.00            0.00               10.79          (1.91)              1,330          
   5/3/93++ to 9/30/93.......                  0.00            0.00               11.00          11.56                 261          
                                                                 
Global Environment Fund (k)                                      
   Class A                                                       
   11/1/97 to 4/30/98++......               $(9.07)          $(9.07)             $10.86          16.53%           $ 29,087 
   Year ended 10/31/97 ......                (1.13)           (1.13)              18.77          23.51              52,378  
   Year ended 10/31/96 ......                 0.00             (.02)              16.48          33.48             100,271  
   Year ended 10/31/95 ......                 0.00             0.00               12.37           5.37              85,416  
   Year ended 10/31/94 ......                 0.00             0.00               11.74           7.02              81,102  
   Year ended 10/31/93 ......                 0.00             0.00               10.97           1.76              75,805  
   Year ended 10/31/92 ......                 (.08)            (.18)              10.78         (16.59)             74,442  
   Year ended 10/31/91 ......                 (.09)            (.34)              13.12           8.66              90,612  
   6/1/90+ to 10/31/90 ......                 0.00             0.00               12.46         (10.68)             86,041  
   Class B                                                                                                                  
   11/1/97 to 4/30/98++......               $(9.07)          $(9.07)             $10.84          16.50%           $    114  
   10/3/97++to 10/31/97......                 0.00            $0.00              $18.76          (5.82)                235    
   Class C                                              
   11/1/97 to 4/30/98++......               $(9.07)          $(9.07)             $10.80          13.78%           $      4  
                                                        
Balanced Shares                                         
   Class A                                              
   Year ended 7/31/98 .......               $ 2.07           $(2.39)             $15.97          14.99%           $123,623  
   Year ended 7/31/97 .......                 1.80            (2.12)              16.17          33.46             115,500  
   Year ended 7/31/96 .......                (1.48)           (1.89)              14.01           5.23             102,567 
   Year ended 7/31/95 .......                 (.02)            (.38)              15.08          15.99             122,033 
   Period ended 7/31/94** ...                 (.29)            (.57)              13.38          (3.21)            157,637 
   Year ended 9/30/93 .......                 0.00             (.43)              14.40          12.52             172,484 
   Year ended 9/30/92 .......                 0.00             (.45)              13.20           8.14             143,883 
   Year ended 9/30/91 .......                 0.00             (.40)              12.64          25.52             154,230 
   Year ended 9/30/90 .......                (1.63)           (2.03)              10.41         (13.12)            140,913 
   Year ended 9/30/89 .......                 (.54)           (1.00)              14.13          22.27             159,290  
   Class B                                              
   Year ended 7/31/98 .......               $ 2.07           $(2.31)             $15.54          14.13%           $ 47,728 
   Year ended 7/31/97 .......                 1.80            (2.04)              15.83          32.34              24,192 
   Year ended 7/31/96 .......                (1.48)           (1.79)              13.79           4.45              18,393
   Year ended 7/31/95 .......                 (.02)            (.30)              14.88          15.07              15,080
   Period ended 7/31/94** ...                 (.29)            (.51)              13.23          (3.80)             14,347
   Year ended 9/30/93 .......                 0.00             (.37)              14.27          11.65              12,789
   Year ended 9/30/92 .......                 0.00             (.39)              13.13           7.32               6,499
   2/4/91++ to 9/30/91 ......                 0.00             (.28)              12.61           8.96               1,830 
   2/4/91++ to 9/30/91 ......                 0.00       

<CAPTION>                                                                                                       
                                                       Ratio Of Net                                             
                                      Ratio Of          Investment                                              
                                      Expenses         Income (Loss)                                             
                                     To Average         To Average        Portfolio                              
  Fiscal Year or Period              Net Assets         Net Assets      Turnover Rate                            
  ---------------------              ----------         ----------      -------------                            
<S>                                  <C>               <C>              <C>                                      
All-Asia Investment Fund (continued)                                                                             
   Class B                                                                                                       
   11/1/97 to 4/30/98+++.....           4.46%*             (2.56)%*           87%                                 
   Year ended 10/31/97.......           4.15(f)            (2.67)             70
   Year ended 10/31/96.......           4.07(f)            (2.44)             66                                 
   11/28/94+ to 10/31/95.....           5.20*(f)           (2.64)*            90                                 
   Class C                                                                                                       
   11/1/97 to 4/30/98+++.....           4.47%*             (2.56)%*           87%                                 
   Year ended 10/31/97.......           4.15(f)            (2.66)             70
   Year ended 10/31/96.......           4.07(f)            (2.42)             66                                 
   11/28/94+ to 10/31/95.....           5.84*(f)           (3.41)             90                                 

Greater China '97 Fund                                                                                                     
   Class A                                                                                                                 
   September 3, 1997 to 7/31/98.....    2.52%(f)(i)         1.20%             58%                                    
   Class B                                                                                                           
   September 3, 1997 to 7/31/98.....    3.22%(f)(i)          .53%*            58%                                    
   Class C                                                                                                           
   September 3, 1997 to 7/31/98.....    3.22%(f)(i)          .50%             58%                                    

Global Small Cap Fund                                                                                           
   Class A                                                                                                      
   Year ended 7/31/98........           2.16%(i)            (.88)%           113%              
   Year ended 7/31/97........           2.41(i)            (1.25)            129              
   Year ended 7/31/96........           2.51               (1.22)            139             
   Year ended 7/31/95........           2.54(f)            (1.17)            128             
   Period ended 7/31/94**....           2.42*              (1.26)*            78             
   Year ended 9/30/93........           2.53               (1.13)             97             
   Year ended 9/30/92........           2.34                (.85)            108             
   Year ended 9/30/91........           2.29                (.55)            104             
   Year ended 9/30/90........           1.73                (.46)             89             
   Year ended 9/30/89........           1.56                (.17)            106             
   Class B                                                                                   
   Year ended 7/31/98........           2.88%(i)           (1.58)%           113%               
   Year ended 7/31/97........           3.11(i)            (1.92)            129             
   Year ended 7/31/96........           3.21               (1.88)            139             
   Year ended 7/31/95........           3.20(f)            (1.92)            128             
   Period ended 7/31/94**....           3.15*              (1.93)*            78             
   Year ended 9/30/93........           3.26               (1.85)             97             
   Year ended 9/30/92........           3.11               (1.31)            108             
   Year ended 9/30/91........           2.98               (1.39)            104             
   9/17/90++ to 9/30/90......           2.61*              (1.30)*            89             
   Class C                                                                                   
   Year ended 7/31/98........           2.88%(i)           (1.59)%           113%               
   Year ended 7/31/97........           3.10(i)            (1.93)            129
   Year ended 7/31/96........           3.19               (1.85)            139             
   Year ended 7/31/95........           3.25(f)            (2.10)            128             
   Period ended 7/31/94**....           3.13*              (1.92)*            78             
   5/3/93++ to 9/30/93.......           3.75*              (2.51)*            97             

Global Environment Fund (k)                                                                           
   Class A                                                                                            
   11/1/97 to 4/30/98++............     2.75%*             (2.31)%*          199%              
   Year ended 10/31/97 ............     2.39               (1.35)            145               
   Year ended 10/31/96 ............     1.60                (.85)            268               
   Year ended 10/31/95 ............     1.57                 .21             109               
   Year ended 10/31/94 ............     1.67                (.04)             42               
   Year ended 10/31/93 ............     1.62                 .15              25               
   Year ended 10/31/92 ............     1.63                 .10              41               
   Year ended 10/31/91 ............     1.49                 .95              32               
   6/1/90+ to 10/31/90 ............     1.72*               3.95*              4               
   Class B                                                                                     
   11/1/97++ to 4/30/98++..........     3.55%              (3.08)%*          199%              
   10/3/97++ to 10/31/97 ..........    20.84               (1.03)            145               
   Class C                                                                   
   11/1/97++ to 4/30/98++..........     3.32%*             (2.71)%           199%              

Balanced Shares                                                                                                  
   Class A                                                                                                       
   Year ended 7/31/98 .............     1.30%(i)            2.07%            145%                  
   Year ended 7/31/97 .............     1.47(i)             2.11             207                   
   Year ended 7/31/96 .............     1.38                2.41             227                  
   Year ended 7/31/95 .............     1.32                3.12             179                  
   Period ended 7/31/94** .........     1.27*               2.50*            116                  
   Year ended 9/30/93 .............     1.35                2.50             188                  
   Year ended 9/30/92 .............     1.40                3.26             204                  
   Year ended 9/30/91 .............     1.44                3.75              70                  
   Year ended 9/30/90 .............     1.36                4.01             169                  
   Year ended 9/30/89 .............     1.42                3.29             132                  
   Class B                                                                                        
   Year ended 7/31/98 .............     2.06%(i)            1.34%            145%                  
   Year ended 7/31/97 .............     2.25(i)             1.32             207                   
   Year ended 7/31/96 .............     2.16                1.61             227                  
   Year ended 7/31/95 .............     2.11                2.30             179                  
   Period ended 7/31/94** .........     2.05*               1.73*            116                  
   Year ended 9/30/93 .............     2.13                1.72             188                  
   Year ended 9/30/92 .............     2.16                2.46             204                  
   2/4/91++ to 9/30/91 ............     2.13*               3.19*             70                  
</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>    
Balanced Shares (continued)
Class C
Year ended 7/31/98 .............    $15.86       $ .21(b)             $1.81             $ 2.02           $ (.24)         $(2.07) 
Year ended 7/31/97 .............     13.81         .20(b)              3.89               4.09             (.24)          (1.80) 
Year ended 7/31/96 .............     14.89         .26                  .45                .71             (.31)          (1.48) 
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  
Utility Income Fund                                                                                                              
Class A                                                                                                                          
12/1/97 to 5/31/98+++............   $12.48       $ .15(b)(c)          $1.41             $ 1.56           $ (.16)         $ (.47) 
Year ended 11/30/97 .............    10.59         .32(b)(c)           2.04               2.36             (.34)           (.13) 
Year ended 11/30/96 .............    10.22         .18(b)(c)            .65                .83             (.46)           0.00  
Year ended 11/30/95 .............     8.97         .27(c)              1.43               1.70             (.45)           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    
12/1/97 to 5/31/98+++............   $12.46       $ .11(b)(c)          $1.38             $ 1.49           $ (.12)         $ (.47) 
Year ended 11/30/97 .............    10.57         .25(b)(c)           2.04               2.29             (.27)           (.13) 
Year ended 11/30/96 .............    10.20         .10(b)(c)            .67                .77             (.40)           0.00  
Year ended 11/30/95 .............     8.96         .18(c)              1.45               1.63             (.39)           0.00  
Year ended 11/30/94 .............     9.91         .37(c)              (.91)              (.54)            (.41)           0.00  
10/18/93+ 11/30/93...............    10.00         .01(c)              (.10)              (.09)            0.00            0.00  
Class C                                                                                                                          
12/1/97 to 5/31/98+++............   $12.47       $ .10(b)(c)          $1.41             $ 1.51           $ (.12)         $ (.47) 
Year ended 11/30/97 .............    10.59         .25(b)(c)           2.03               2.28             (.27)           (.13) 
Year ended 11/30/96 .............    10.22         .11(b)(c)            .66                .77             (.40)           0.00  
Year ended 11/30/95 .............     8.97         .18(c)              1.46               1.64             (.39)           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  
Growth and Income Fund                                                                                                           
Class A                                                                                                                          
11/1/97 to 4/30/98+++............   $ 3.48       $ .02(b)             $ .58             $  .60           $ (.02)         $ (.46) 
Year ended 10/31/97 .............     3.00         .04(b)               .87                .91             (.05)           (.38) 
Year ended 10/31/96 .............     2.71         .05                  .50                .55             (.05)           (.21) 
Year ended 10/31/95 .............     2.35         .02                  .52                .54             (.06)           (.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) 
Class B                                                                                                                          
11/1/97 to 4/30/98+++............   $ 3.45       $0.00(b)             $ .59             $  .59          $  (.01)         $ (.46) 
Year ended 10/31/97 .............     2.99         .02(b)               .85                .87             (.03)           (.38)  
Year ended 10/31/96 .............     2.69         .03                  .51                .54             (.03)           (.21)  
Year ended 10/31/95 .............     2.34         .01                  .49                .50             (.03)           (.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                                                                                                                           
11/1/97 to 4/30/98+++............   $ 3.45       $0.00(b)             $ .59             $  .59          $  (.01)         $ (.46) 
Year ended 10/31/97 .............     2.99         .02(b)               .85                .87             (.03)           (.38) 
Year ended 10/31/96 .............     2.70         .03                  .50                .53             (.03)           (.21) 
Year ended 10/31/95 .............     2.34         .01                  .50                .51             (.03)           (.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  
Real Estate Investment Fund                                                                                                      
Class A                                                                                                                          
Year ended 8/31/98 ..............   $12.80       $ .52(b)            $(2.33)            $(1.81)         $  (.51)         $ (.01)  
10/1/96+ to 8/31/97..............    10.00         .30(b)              2.88               3.18             (.38)(j)        0.00  
Class B                                                                                                                          
Year ended 8/31/98 ..............   $12.79       $ .42(b)            $(2.33)            $(1.91)         $  (.43)         $ (.01) 
10/1/96+ to 8/31/97..............    10.00         .23(b)              2.89               3.12             (.33)(j)        0.00  
Class C                                                                                                                          
Year ended 8/31/98 ..............   $12.79       $ .42(b)            $(2.33)            $(1.91)         $  (.43)         $ (.01) 
10/1/96+ to 8/31/97..............    10.00         .23(b)              2.89               3.12             (.33)(j)        0.00  
</TABLE>    

Please refer to the footnotes on page 18.
<PAGE>

<TABLE>    
<CAPTION>
                                                                                  Total                Net Assets  
                                            Total            Net Asset          Investment              At End Of  
                                         Dividends             Value           Return Based              Period   
                                             And               End Of          on Net Asset               (000's  
  Fiscal Year or Period                 Distributions          Period            Value (a)               omitted) 
   -------------------                  --------------       ----------        ------------           ------------
<S>                                     <C>                  <C>               <C>                    <C>       
Balanced Shares (continued)
   Class C                                                                                                       
   Year ended 7/31/98 .............       $(2.31)             $15.57               14.09%              $   10,855 
   Year ended 7/31/97 .............        (2.04)              15.86               32.37                    5,510 
   Year ended 7/31/96 .............        (1.79)              13.81                4.52                    6,096
   Year ended 7/31/95 .............         (.30)              14.89               15.06                    5,108
   Period ended 7/31/94** .........         (.51)              13.24               (3.80)                   6,254
   5/3/93++ to 9/30/93 ............         (.17)              14.28                6.01                    1,487
Utility Income Fund                                                                                                 
   Class A                                                                                                          
   12/1/97 to 5/31/98+++...........           $(.63)             $13.41               12.83%           $    6,196 
   Year ended 11/30/97 ............            (.47)              12.48               23.10%                4,117
   Year ended 11/30/96 ............            (.46)              10.59                8.47                 3,294
   Year ended 11/30/95 ............            (.45)              10.22               19.58                 2,748
   Year ended 11/30/94 ............            (.48)               8.97               (4.86)                1,068
   10/18/93+ to 11/30/93 ..........            0.00                9.92                (.80)                  229
   Class B                                                                                                          
   12/1/97 to 5/31/98+++...........           $(.59)             $13.36               12.29%           $   19,744  
   Year ended 11/30/97 ............            (.40)              12.46               22.35                14,782
   Year ended 11/30/96 ............            (.40)              10.57                7.82                13,561
   Year ended 11/30/95 ............            (.39)              10.20               18.66                10,988
   Year ended 11/30/94 ............            (.41)               8.96               (5.59)                2,353
   10/18/93+ 11/30/93 .............            0.00                9.91                (.90)                  244
   Class C                                                                                                          
   12/1/97 to 5/31/98+++...........           $(.59)             $13.39               12.44%           $    4,259  
   Year ended 11/30/97 ............            (.40)              12.47               22.21                 3,413
   Year ended 11/30/96 ............            (.40)              10.59                7.81                 3,376
   Year ended 11/30/95 ............            (.39)              10.22               18.76                 3,500
   Year ended 11/30/94 ............            (.41)               8.97               (5.58)                2,651
   10/27/93+ to 11/30/93 ..........            0.00                9.92                (.80)                   18
Growth and Income Fund                                                                                              
   Class A                                                                                                          
   11/1/97 to 4/30/98+++...........           $(.48)              $3.60               19.32%           $  966,167 
   Year ended 10/31/97 ............            (.43)               3.48               33.28               787,566
   Year ended 10/31/96 ............            (.26)               3.00               21.51               553,151
   Year ended 10/31/95 ............            (.18)               2.71               24.21               458,158
   Year ended 10/31/94 ............            (.24)               2.35                (.67)              414,386
   Year ended 10/31/93 ............            (.22)               2.61               14.98               459,372
   Year ended 10/31/92 ............            (.21)               2.48                7.23               417,018
   Year ended 10/31/91 ............            (.39)               2.52               31.03               409,597
   Year ended 10/31/90 ............            (.53)               2.28               (8.55)              314,670
   Year ended 10/31/89 ............            (.56)               3.02               21.59               377,168
   Year ended 10/31/88 ............            (.86)               3.05               16.45               350,510
   Class B                                                                                                          
   11/1/97 to 4/30/98+++...........           $(.47)              $3.57               19.14%           $  666,923  
   Year ended 10/31/97 ............            (.41)               3.45               31.83               456,399
   Year ended 10/31/96 ............            (.24)               2.99               21.20               235,263
   Year ended 10/31/95 ............            (.15)               2.69               22.84               136,758
   Year ended 10/31/94 ............            (.22)               2.34               (1.50)              102,546
   Year ended 10/31/93 ............            (.20)               2.60               14.22                76,633
   Year ended 10/31/92 ............            (.20)               2.47                6.22                29,656
   2/8/91++ to 10/31/91 ...........            (.04)               2.52                6.83                10,221
   Class C                                                                                                          
   11/1/97 to 4/30/98+++...........           $(.47)              $3.57               19.14%           $  150,335  
   Year ended 10/31/97 ............            (.41)               3.45               31.83               106,526
   Year ended 10/31/96 ............            (.24)               2.99               20.72                61,356
   Year ended 10/31/95 ............            (.15)               2.70               23.30                35,835
   Year ended 10/31/94 ............            (.22)               2.34               (1.50)               19,395
   5/3/93 ++ to 10/31/93 ..........            (.02)               2.60                7.85                 7,774
Real Estate Investment Fund                                                                                         
   Class A                                                                                                          
   Year ended 8/31/98 .............           $(.52)             $10.47              (14.90)%          $   51,214
   10/1/96+ to 8/31/97 ............            (.38)              12.80               32.24                37,638 
   Class B                                                                                                           
   Year ended 8/31/98 .............           $(.44)             $10.44              (15.56)%          $  268,856 
   10/1/96+ to 8/31/97 ............            (.33)              12.79               31.49               186,802 
   Class C                                                                                                           
   Year ended 8/31/98 .............           $(.44)             $10.44              (15.56)%          $   69,575
   10/1/96+ to 8/31/97 ............            (.33)              12.79               31.49                42,719 
   
                                                            Ratio Of Net
                                          Ratio Of          Investment
                                          Expenses         Income (Loss)                    
                                         To Average          To Average          Portfolio  
  Fiscal Year or Period                  Net Assets          Net Assets        Turnover Rate
   -------------------                   -----------       -------------       -------------
<S>                                      <C>               <C>                 <C>          
Balanced Shares (continued)                                                                 
   Class C                                                                                  
   Year ended 7/31/98 .............         2.05%(i)            1.36%               145%    
   Year ended 7/31/97 .............         2.23(l)             1.37                207
   Year ended 7/31/96 .............         2.15                1.63                227     
   Year ended 7/31/95 .............         2.09                2.32                179     
   Period ended 7/31/94** .........         2.03*               1.81*               116     
   5/3/93++ to 9/30/93 ............         2.29*               1.47*               188     
Utility Income Fund                                                                          
   Class A                                                                                   
   12/1/97/ to 5/31/98+++..........       1.51%(i)            2.30%                  9%      
   Year ended 11/30/97 ............       1.50(i)             2.89                  37      
   Year ended 11/30/96 ............       1.50(f)             1.67                  98       
   Year ended 11/30/95 ............       1.50(f)             2.48                 162       
   Year ended 11/30/94 ............       1.50(f)             4.13                  30       
   10/18/93+ to 11/30/93 ..........       1.50*(f)            2.35*                 11       
   Class B                                                                                   
   12/1/97/ to 5/31/98+++..........       2.21%(i)            1.60%                  9%      
   Year ended 11/30/97 ............       2.20(f)             2.27                  37      
   Year ended 11/30/96 ............       2.20(f)              .95                  98       
   Year ended 11/30/95 ............       2.20(f)             1.60                 162       
   Year ended 11/30/94 ............       2.20(f)             3.53                  30       
   10/18/93+ 11/30/93 .............       2.20*(f)            2.84*                 11       
   Class C                                                                                   
   12/1/97/ to 5/31/98+++..........       2.21%(i)            1.59%                  9%      
   Year ended 11/30/97 ............       2.20(f)             2.27                  37      
   Year ended 11/30/96 ............       2.20(f)              .94                  98       
   Year ended 11/30/95 ............       2.20(f)             1.88                 162       
   Year ended 11/30/94 ............       2.20(f)             3.60                  30       
   10/27/93+ to 11/30/93 ..........       2.20*(f)            3.08*                 11       
Growth and Income Fund                                                                       
   Class A                                                                                   
   11/1/97/ to 4/30/98+++..........        .88%                .97%                 41%      
   Year ended 10/31/97 ............        .92(i)             1.39*                 88      
   Year ended 10/31/96 ............        .97                1.73                  88       
   Year ended 10/31/95 ............       1.05                1.88                 142       
   Year ended 10/31/94 ............       1.03                2.36                  68       
   Year ended 10/31/93 ............       1.07                2.38                  91       
   Year ended 10/31/92 ............       1.09                2.63                 104       
   Year ended 10/31/91 ............       1.14                2.74                  84       
   Year ended 10/31/90 ............       1.09                3.40                  76       
   Year ended 10/31/89 ............       1.08                3.49                  79       
   Year ended 10/31/88 ............       1.09                3.09                  66       
   Class B                                                                                   
   11/1/97/ to 4/30/98+++..........       1.66%                .18%                 41%      
   Year ended 10/31/97 ............       1.72(i)              .56                  88      
   Year ended 10/31/96 ............       1.78                 .91                  88       
   Year ended 10/31/95 ............       1.86                1.05                 142       
   Year ended 10/31/94 ............       1.85                1.56                  68       
   Year ended 10/31/93 ............       1.90                1.58                  91       
   Year ended 10/31/92 ............       1.90                1.69                 104       
   2/8/91++ to 10/31/91 ...........       1.99*               1.67*                 84       
   Class C                                                                                             
   11/1/97/ to 4/30/98+++..........       1.66%                .18%                 41%                      
   Year ended 10/31/97 ............       1.71(i)              .58                  88
   Year ended 10/31/96 ............       1.76                 .93                  88                  
   Year ended 10/31/95 ............       1.84                1.04                 142                  
   Year ended 10/31/94 ............       1.84                1.61                  68                  
   5/3/93 ++ to 10/31/93 ..........       1.96*               1.45*                 91                  

Real Estate Investment Fund                                                                            
   Class A                                                                                             
   Year ended 8/31/98  ............       1.55%               3.87%                 23%                   
   10/1/96+ to 8/31/97 ............       1.77*(l)            2.73*                 20                   
   Class B                                                                                                
   Year ended 8/31/98  ............       2.26%               3.16%                 23%                    
   10/1/96+ to 8/31/97 ............       2.44*(i)            2.08*                 20                   
   Class C                                                                                                
   Year ended 8/31/98  ............       2.26%               3.15%                 23%                    
   10/1/96+ to 8/31/97 ............       2.43*(i)            2.06*                 20                   
</TABLE>     

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

                                      17
<PAGE>
 
- ----------

   
+    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 charges or
     contingent deferred sales charges are not reflected in the calculation of
     total investment return. Total investment returns calculated for periods of
     less than one year are not annualized.
(b)  Based on average shares outstanding.
(c)  Net of fee waiver and expense reimbursement.
    
(d)  Not Applicable.     
(e)  Net of offering costs of ($.05).
(f)  Net of expenses assumed and/or waived/reimbursed. If the following Funds
     had borne all expenses in their most recent five fiscal years, their
     expense ratios, without giving effect to the expense offset arrangement
     described in (l) below, would have been as follows:

<TABLE>    
<CAPTION>
                                    1993              1994             1995             1996              1997             1998
     All-Asia Investment Fund                                                                    
<S>                                 <C>               <C>             <C>               <C>               <C>            <C> 
       Class A                        --                --            10.57%*           3.61%             3.57%              --
       Class B                        --                --            11.32%*           4.33%             4.27%              --
       Class C                        --                --            11.38%*           4.30%             4.27%              --
                                                                                                 
     Growth Fund                                                                                 
       Class A                      1.84%             1.46%              --               --                --               --
       Class B                      2.52%             2.13%              --               --                --               --
       Class C                        --              2.13%*             --               --                --               -- 
                                                                                                 
     Global Small Cap Fund                                                                       
       Class A                        --                --             2.61%              --                --               --
       Class B                        --                --             3.27%              --                --               --
       Class C                        --                --             3.31%              --                --               -- 
                                                                                                 
     Utility Income Fund                                                                         
       Class A                    145.63%*           13.72%            4.86%*           3.38%             3.55%              --
       Class B                    133.62%*           14.42%            5.34%*           4.08%             4.28%              --
       Class C                    148.03%*           14.42%            5.99%*           4.07%             4.28%              -- 
                                                                                                 
     International Fund                                                                          
       Class A                        --                --               --               --                --             1.80%  
       Class B                        --                --               --               --                --             2.64%   
       Class C                        --                --               --               --                --             2.63%   
                                                                                                                                   
     Greater China '97 Fund                                                                                                        
       Class A                        --                --               --               --                --            18.27%*  
       Class B                        --                --               --               --                --            19.18%*  
       Class C                        --                --               --               --                --            19.37%*   
</TABLE>     

- ----------
    
For the expense ratios of the Funds in years prior to fiscal year 1993, assuming
the Funds had borne all expenses, please see the Financial Statements in each
Fund's Statement of Additional Information.     
    
(g)  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 is a series. On July 22,
     1993, Alliance acquired the business and substantially all assets of
     Equitable Capital and became investment adviser to the Fund.    
    
(h)  "Distributions from Net Realized Gains" includes a return of capital of 
     $(.12).     
    
(i)  Amounts do not reflect the impact of expense offset arrangements with the
     transfer agent. Taking into account such expense offset arrangements, the
     ratio of expenses to average net assets, assuming the assumption and/or
     waiver/reimbursement of expenses described in (f) above, would have been as
     follows:     

<TABLE>    
<CAPTION>
     <S>                    <C>       <C>               <C>                     <C>       <C> 
     Balanced Shares        1997      1998              Technology Fund         1997      1998    
      Class A               1.46%     1.29%              Class A                1.66%      --
      Class B               2.24%     2.05%              Class B                2.36%      --
      Class C               2.22%     2.04%              Class C                2.37%      --
                  
     Real Estate                                        Greater China 
     Investment Fund        1997      1998              '97 Fund                1997      1998
      Class A               1.77%      --                Class A                 --       2.50%
      Class B               2.43%      --                Class B                 --       3.20%
      Class C               2.42%      --                Class C                 --       3.20%

     Growth Fund            1997      1998              New Europe Fund         1997      1998
      Class A               1.25%      --                Class A                2.04%     1.84%
      Class B               1.95%      --                Class B                2.74%     2.54%
      Class C               1.95%      --                Class C                2.73%     2.54%

     International Fund     1997     1998              Growth and Income Fund   1997      1998                                   
      Class A               1.73%     --                Class A                  .91%      --    
      Class B               2.58%     --                Class B                 1.71%      --    
      Class C               2.56%     --                Class C                 1.70%      --    
                               
     Global Small Cap Fund  1997     1998                                                 
      Class A               2.38%    2.14%                                                 
      Class B               3.08%    2.86%                                                 
      Class C               3.08%    2.85%                                                 
</TABLE>      

    
(j)  Distributions from net investment income include a tax return of capital of
     $.08, $.09 and $.08 for Class A, B and C shares, respectively.     
    
(k)  Global Environment Fund operated as a closed-end investment company
     through October 3, 1997, when it converted to an open-end investment
     company and all shares of its common stock then outstanding were
     reclassified as Class A shares.     


                                       18


<PAGE>
 
- --------------------------------------------------------------------------------
                                    GLOSSARY
- --------------------------------------------------------------------------------

The following terms are frequently used in this Prospectus.
    
Equity securities, except as noted otherwise, 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,
the Hong Kong Special Administrative Region of the People's Republic of China
(Hong Kong), the Islamic Republic of Pakistan, Japan, the Kingdom of Thailand,
Malaysia, Negara Brunei Darussalam (Brunei), New Zealand, the People's Republic
of China, the People's Republic of Kampuchea (Cambodia), the Republic of China
(Taiwan), the Republic of India, the Republic of Indonesia, the Republic of
Korea (South Korea), the Republic of the Philippines, the Republic of Singapore,
the Socialist Republic of Vietnam and the Union of Myanmar.
    
Greater China company is an entity that (i) is organized under the laws of a 
Greater China country and conducts business in a Greater China country, (ii) 
derives 50% or more of its total revenues from businesses in Greater China 
countries, or (iii) issues equity or debt securities that are trade principally 
on a stock exchange in a Greater China country. A company of a particular 
Greater China country is a company that meets any of these criteria with respect
to that country.     
    
Greater China countries are the People's Republic of China ("China"), the Hong 
Kong Special Administrative Region of the People's Republic of China ("Hong 
Kong") and the Republic of China ("Taiwan").     
    
Non-U.S. company is an entity that (i) is organized under the laws of a foreign 
country and conducts business in a foreign country, (ii) derives 50% or more of 
its total revenues from business in foreign countries, or (iii) issues equity or
debt securities that are traded principally on a stock exchange in a foreign 
country.     

Eligible Companies are companies expected to benefit from advances or
improvements in products, processes or services intended to foster the
protection of the environment.

Environmental Companies are Eligible Companies that have a principal business
involving the sale of systems or services intended to foster environmental
protection, such as waste treatment and disposal, remediation, air pollution
control and recycling.

Beneficiary Companies are Eligible Companies whose principal businesses lie
outside the environmental sector but nevertheless anticipate environmental
regulations or consumer preferences through the development of new products,
processes or services that are intended to contribute to a cleaner and healthier
environment, such as companies that anticipate the demand for plastic
substitutes, aerosol substitutes, alternative fuels and processes that generate
less hazardous waste.

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 IBCA, Inc     

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

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

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.
    
Exchange is the New York Stock Exchange.     


                                       19

<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 to achieve 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 over
time. 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 bonds. See "Risk Considerations--Securities
Ratings" and "--Investment in Lower-Rated Fixed-Income Securities." The Fund
generally will not invest in securities rated at the time of purchase below Caa-
by Moody's and CCC- by S&P, Duff & Phelps or Fitch or in securities judged by
Alliance to be of comparable investment quality. 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. 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 of 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 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 40-50 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.

                                       20

<PAGE>
 
Alliance's investment strategy for the Fund emphasizes stock selection and
investment in the securities of a limited number of issuers. Alliance relies
heavily upon the fundamental analysis and research of its large internal
research staff, which generally follows a primary research universe of more than
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 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 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 for the
Fund, Alliance considers the economic and political outlook, the values of
specific securities relative to other investments, trends in the determinants of
corporate profits and management capability and practices.

The Fund invests principally in equity securities, but it also invests to a
limited degree in non-convertible bonds and preferred stocks. The Fund invests
in listed and unlisted U.S. and foreign securities. The Fund 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.

                                       21

<PAGE>
 
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, as well as in
warrants, or obligations of the U.S. or foreign governments and their political
subdivisions.
    
The Fund intends to diversify its investments broadly among countries and
normally invests in at least three foreign countries, although it may invest a
substantial portion of its assets in one or more of such countries. In this
regard, at June 30, 1998, approximately 15% 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, provided that not 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 International Premier Growth Fund

Alliance International Premier Growth Fund, Inc. ("International Premier Growth
Fund") is a diversified investment company that seeks long term capital
appreciation by investing predominately in the equity securities of a limited
number of carefully selected non-U.S. companies that are judged likely to
achieve superior earnings growth. Investments will be made based upon their
potential for capital appreciation. Current income is incidental to that
objective.     
    
In the main, the Fund's investments will be in comparatively large, high-quality
companies. Normally, about 60 companies will be represented in the Fund's
portfolio, and the 30 most highly regarded of these companies usually will
constitute approximately 70% of the Fund's net assets. The Fund thus differs
from more typical international equity mutual funds by focusing on a relatively
small number of intensively researched companies. The Fund is designed for
investors seeking to accumulate capital over time. Because of 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.     
    
Alliance expects the average weighted market capitalization of the companies
represented in the Fund's portfolio (i.e., the number of a company's outstanding
shares multiplied by the price per share) normally will be in the range of, or
in excess of, that of the companies comprising the Morgan Stanley Capital
International Europe, Australasia and Far East ("EAFE") Index. As of December
31, 1997, the average weighted market capitalization of those companies was
approximately $2.6 billion.     
    
Within the investment framework described herein, Alliance's Large Cap Growth
Group, headed by Alfred Harrison, Alliance's Vice Chairman, has responsibility
for managing the Fund's portfolio. As discussed below, in selecting the Fund's
portfolio investments Alliance's Large Cap Growth Group will follow a
structured, disciplined research and investment process which is essentially
similar to that which it employs in managing Premier Growth Fund.     
    
In managing the Fund's assets, Alliance's investment strategy will emphasize
stock selection and investment in the securities of a limited number of issuers.
Alliance depends heavily upon the fundamental analysis and research of its large
global equity research team situated in numerous locations around the world. Its
global equity analysts follow a research universe of approximately 900
companies. As one of the largest multinational investment management firms, 
Alliance has     

                                       22
<PAGE>
     
access to considerable information concerning the companies in its research
universe, an in-depth understanding of the products, services, markets and
competition of these companies and a good knowledge of their managements.
Research emphasis is placed on the identification of companies whose superior
prospective earnings growth is not fully reflected in current market valuations.
         
Companies are constantly added to and deleted from this universe as fundamentals
and valuations change. Alliance's global equity analysts rate companies in three
categories. The performance of each analyst's ratings is an important
determinant of his or her incentive compensation. The equity securities of "one-
rated" companies are expected to significantly outperform the local market in
local currency terms. All equity securities purchased for the Fund's portfolio
will be selected from the universe of approximately 100 "one-rated" companies.
As noted above, approximately 70% of the Fund's net assets will usually be
invested in the approximately 30 most highly regarded such companies. The Fund
will not concentrate more than 25% of its total assets in any one industry.
Within this limit, portfolio emphasis upon particular industries or sectors will
be a by-product of the stock selection process rather than the result of
assigned targets or ranges.     
    
The Fund's investments will be diversified among at least four, and usually
considerably more, countries. No more than 15% of the Fund's total assets will
be invested in issuers in any one foreign country, except that the Fund may
invest up to 25% of its total assets in issuers in each of Canada, France,
Germany, Italy, Japan, The Netherlands, Switzerland and the United Kingdom.
Within these limits, geographic distribution of the Fund's investments among
countries or regions will also be a product of the stock selection process
rather than predetermined allocation. To the extent that the Fund's assets will
be concentrated within any one region, the Fund may be subject to any special
risks that may be associated with that region. While the Fund may engage in
currency hedging programs in periods in which Alliance perceives extreme
exchange rate risk, the Fund will not normally make significant use of currency
hedging strategies.     
    
In the management of the Fund's investment portfolio, Alliance will seek to
utilize market volatility judiciously (assuming no change in company
fundamentals) to adjust the Fund's portfolio positions. To the extent consistent
with local market liquidity considerations, the Fund will strive to capitalize
on apparently unwarranted price fluctuations, both to purchase or increase
positions on weakness and to sell or reduce overpriced holdings. Under normal
circumstances, the Fund will remain substantially fully invested in equity
securities and will not take significant cash positions for market timing
purposes. Rather, through "buying into declines" and "selling into strength,"
Alliance seeks superior relative returns over time.     
    
As a matter of fundamental policy, which may not be changed without shareholder
approval, the Fund will invest under normal circumstances at least 85% of the
value of its total assets in equity securities. The Fund's other investment
policies are not fundamental and, therefore, may be changed by the Board of
Directors of the Fund without shareholder approval. For temporary defensive
purposes, the Fund may vary from its investment policies during periods in which
Alliance believes that business or financial conditions warrant, and may then
invest in high-grade short-term fixed-income securities, including U.S.
Government securities, or hold its assets in cash.     
    
The Fund may invest up to 20% of its total assets in convertible securities of
issuers whose common stocks are eligible for purchase by the Fund. 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 and may also write uncovered options for cross hedging purposes; (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 such future
contracts; (iv) purchase and write put and call options on foreign currencies
for hedging purposes; (v) purchase or sell forward contracts; (vi) enter into
forward commitments for the purchase or sale of securities; (vii) 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 short positions, provided that the Fund may not make a
short sale if as a result more than 5% of its net assets would be held as
collateral for short sales; and (xi) make secured loans of its portfolio
securities not in excess of 30% of its total assets to entities with which it is
permitted to enter into repurchase agreements. 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

                                       23
<PAGE>

(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. The Fund will invest in any country believed to present 
attractive investment opportunities.

A major premise of the Fund's approach is that the equity securities of 
privatized companies offer opportunities for significant capital appreciation. 
In particular, because privatizations are integral to a country's economic 
restructuring, securities sold in initial equity offerings often are priced 
attractively 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 foreign currencies for hedging purposes; (v) purchase or sell forward
contracts; (vi) enter into 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.

                                       24

<PAGE>

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 larger, established companies, but will also invest in smaller,
emerging companies.

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. In this regard, at July 31, 1998, approximately 20% 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 Investment 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 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, which may be in excess of 50%,
of its assets in equity securities of Japanese companies.     

In the past decade, Asian countries generally have experienced a high level of
real economic growth due to political and economic changes, including foreign
investment and reduced government intervention in the economy. Alliance believes
that certain conditions exist in Asian countries 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 


                                      25
<PAGE>
 
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 Greater China '97 Fund, Inc.     
    
Alliance Greater China '97 Fund, Inc. ("Greater China '97 Fund") is a non-
diversified investment company that seeks long-term capital appreciation through
investment of at least 80% of its total assets in equity securities issued by
Greater China companies. In furtherance of its investment objective, the Fund
expects to invest a significant portion, which may be greater than 50%, of its
assets in equity securities of Hong Kong companies and may invest, from time to
time, all of its assets in Hong Kong companies or companies of either of the
other Greater China countries.     
    
In recent years, China, Hong Kong and Taiwan have each experienced a high level
of real economic growth, although growth is expected to slow in 1998. This
growth has resulted from advantageous economic conditions, including favorable
demographics, competitive wage rates, and rising per capita income and consumer
demand. Significantly, the growth has also been fueled by an easing by both
China and Taiwan of government restrictions and an increased receptivity to
foreign investment. This expanded, if not yet complete, openness to foreign
investment extends as well to the securities markets of both countries. Hong
Kong's free-market economy has historically included securities markets
completely open to foreign investments. All three countries have regulated stock
exchanges upon which shares of an increasing number of Greater China companies
are traded.    
    
With its population estimated at more than 1.2 billion as a driving force, and
notwithstanding its continuing political rigidity, China's economic growth has
been coupled with significantly reduced government economic intervention and
basic economic structural change. Recent years have seen large increases in
industrial production with a significant decline in the state sector share of
industrial output, and increased involvement of local governmental units and the
private sector in establishing new business enterprises.     
    
With China's growth has come an increasing direct and indirect economic
involvement of all three Greater China countries. For some time, Hong Kong, a
world financial and trade center in its own right, with a large stock exchange
and offices of many of the world's multinational companies, has been the gateway
to trade with and foreign investment in China. With the long-awaited transfer on
July 1, 1997 of the sovereignty of Hong Kong from Great Britain to China, not
only the political but the economic ties between China and Hong Kong are
expected to continue to intensify, albeit with the continuation of Hong Kong's
economic system as provided for in the law governing its sovereignty.    
    
Notwithstanding the, at times considerable, political tension between the two
countries, it is generally recognized that substantially increased trade and
investment with China has been generated from Taiwan, in many cases through Hong
Kong. Along with this increased interaction with China, Taiwan is becoming a
regional technological and telecommunication center, while continuing the
process of opening its economy up to foreign investment. Although geographically
limited, Taiwan     

                                       26
<PAGE>
     
boasts an economy among the world's twenty largest and its foreign exchange
reserves are third largest in the world measured in U.S. dollars. As
China's economy continues to expand, it is expected that Taiwan's economic
interaction with China will likewise increase.     
    
Alliance believes that over the long term conditions are favorable for
continuing and expanding economic growth in all three Greater China countries.
It is this potential which the Fund hopes to take advantage of by investing both
in established and new and emerging companies.    
    
Set forth below under "Certain Considerations and Risks" and in Appendix A to
the Fund's Statement of Additional Information is additional information
concerning the Greater China countries.     
    
In addition to investing in equity securities of Greater China companies, the
Fund may invest up to 20% of its total assets in (i) debt securities issued or
guaranteed by Greater China companies or by Greater China governments, their
agencies or instrumentalities, and (ii) equity or debt securities issued by
issuers other than Greater China companies. The Fund will not invest in debt
securities other than investment grade securities. Should a debt security in
which the Fund is invested be downgraded below investment grade or be determined
by Alliance to have undergone a similar credit quality deterioration, the Fund
will dispose of that security.     
    
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 20% of its net assets in loans and other direct debt securities;
(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.
All or some of the policies and practices listed above may not be available to
the Fund in the Greater China countries, and the Fund will utilize these
policies only to the extent permissible. 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 $1.5 billion. Because
the Fund applies the U.S. size standard on a global basis, its foreign
investments might rank above the lowest 20%, and, in fact, might in some
countries rank among the largest, by market capitalization in local markets.
Normally, the Fund invests at least 65% of its assets in equity securities of
these smaller capitalization 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 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

                                       27
<PAGE>

brokers, dealers and financial institutions. For additional information on the
use, risks and costs of these policies and practices see "Additional Investment
Practices."

   
Alliance Global Environment Fund

Alliance Global Environment Fund, Inc. ("Global Environment Fund") is a
non-diversified investment company that seeks long-term capital appreciation
through investment in equity securities of Eligible Companies. For purposes of
the Fund's investment objective and investment policies, "equity securities" are
common stocks (but not preferred stocks), rights or warrants to subscribe for or
purchase common stocks, and preferred stocks or debt securities that are
convertible into common stocks without the payment of any further consideration.
Until October 3, 1997, the Fund operated as a closed-end investment company, and
its common stock (which then comprised a single class) was listed on the
Exchange.

The Fund invests in two categories of Eligible Companies--"Environmental
Companies" and "Beneficiary Companies." Environmental Companies are those that
have a principal business involving the sale of systems or services intended to
foster environmental protection, such as waste treatment and disposal,
remediation, air pollution control and recyclying. Under normal circumstances,
the Fund invests at least 65% of its total assets in equity securities of
Environmental Companies. Beneficiary Companies are those whose principal
businesses lie outside the environmental sector but nevertheless anticipate
environmental regulations or consumer preferences through the development of new
products, processes or services that are intended to contribute to a cleaner and
healthier environment. Examples of such companies could be companies that
anticipate the demand for plastic substitutes, aerosol substitutes, alternative
fuels and processes that generate less hazardous waste. In this regard, the Fund
may invest in an issuer with a broadly diversified business only a part of which
provides such products, processes or services, when Alliance believes that these
products, processes or services will yield a competitive advantage that
significantly enhances the issuer's growth prospects. As a matter of fundamental
policy, the Fund will, under normal circumstances, invest substantially all of
its total assets in equity securities of Eligible Companies.

A major premise of the Fund's investment approach is that environmental concerns
will be a significant source of future growth opportunities, and that
Environmental Companies will see an increased demand for their systems and
services. Environmental Companies operate in the areas of pollution control,
clean energy, solid waste management, hazardous waste treatment and disposal,
pulp and paper recycling, waste-to-energy alternatives, biodegradable cartons,
packages, plastics and other products, remedial projects and emergency cleanup
efforts, manufacture of environmental supplies and equipment, the achievement of
purer air, groundwater and foods and the detection, evaluation and treatment of
both existing and potential environmental problems including, among others, air
pollution and acid rain.

The environmental services industry is generally positively affected by
increasing governmental action intended to foster environmental protection. As
environmental regulations are developed and enforced, Environmental Companies
providing the means of compliance with such regulations are afforded substantial
opportunities for growth. Beneficiary Companies may also derive an advantage to
the extent that they have anticipated environmental regulation and are therefore
at a competitive advantage.

In the view of Alliance, increasing public and political awareness of
environmental concerns and resultant environmental regulations are long-term
phenomena that are driven by an emerging global consensus that environmental
protection is a vital and increasingly immediate priority. Alliance believes
that Eligible Companies based in the United States and other economically
developed countries will have increasing opportunities for earnings growth
resulting not only from an increased demand for their existing products or
services but also from innovative responses to changing regulations and
priorities and enforcement policies. Such opportunities will arise, in the
opinion of Alliance, not only within developed countries but also within many
economically developing countries, such as those of Eastern Europe and the
Pacific Rim. These countries lag well behind developed countries in the
conservation and efficient use of natural resources and in their implementation
of policies which protect the environment.

    
Alliance believes that global investing offers opportunities for superior
investment returns. The Fund spreads investment risk among the capital markets
of a number of countries and invests in equity securities of companies based in
at least three, and normally considerably more, such countries. The percentage
of the Fund's assets invested in securities of companies in a particular country
or denominated in a particular currency will vary in accordance with Alliance's
assessment of the appreciation potential of such securities and the strength of
that currency. As of August 31, 1998, approximately 82% of the Fund's net
assets were invested in equity securities of U.S. companies.     

The Fund may also: (i) invest up to 20% of its total assets in warrants to
purchase equity securities to the extent consistent with its investment
objective: (ii) invest in depositary receipts; (iii) purchase and write put and
call options on foreign currencies for hedging purposes; (iv) enter into forward
foreign currency transactions for hedging purposes; (v) invest in currency
futures and options on such futures for hedging purposes; and (vi) make secured
loans of its portfolio securities not in excess of 30% of its total assets. For
additional information on the use, risks and costs of these policies and
practices see "Additional Investment Practices."
    
                                      28
<PAGE>
 
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 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, 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 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 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, 


                                      29
<PAGE>
 
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
Investment."

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 rate swaps and purchase or sell
interest rate caps and floors; (x) enter into 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, risks 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. 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. The Fund may also purchase and sell financial forward
and futures contracts and options thereon for hedging purposes. For additional
information on the use, risks and costs of these policies and practices see
"Additional Investment Practices."

Alliance Real Estate Investment Fund

Alliance Real Estate Investment Fund, Inc. ("Real Estate Investment Fund") is a
diversified investment company that seeks a total return on its assets from
long-term growth of capital and from income principally through investing in a
portfolio of equity securities of issuers that are primarily engaged in or
related to the real estate industry.
   
Under normal circumstances, at least 65% of the Fund's total assets will be
invested in equity securities of real estate investment trusts ("REITs") and
other real estate industry companies. A "real estate industry company" is a
company that derives at least 50% of its gross revenues or net profits from the
ownership, development, construction, financing, management or sale of
commercial, industrial or residential real estate or interests therein. The
equity securities in which the Fund will invest for this purpose consist of
common stock, shares of beneficial interest of REITs and securities with common
stock characteristics, such as preferred stock or convertible securities ("Real
Estate Equity Securities").


                                      30
<PAGE>
 
The Fund may invest up to 35% of its total assets in (a) securities that
directly or indirectly represent participations in, or are collateralized by and
payable from, mortgage loans secured by real property ("Mortgage-Backed
Securities"), such as mortgage pass-through certificates, real estate mortgage
investment conduit ("REMIC") certificates and collateralized mortgage
obligations ("CMOs") and (b) short-term investments. These instruments are
described below. The risks associated with the Fund's transactions in REMICs,
CMOs and other types of mortgage-backed securities, which are considered to be
derivative securities, may include some or all of the following: market risk,
leverage and volatility risk, correlation risk, credit risk and liquidity and
valuation risk. See "Risk Considerations" for a description of these and other
risks.

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

The Fund may invest without limitation in shares of REITs. REITs are pooled
investment vehicles which invest primarily in income producing real estate or
real estate related loans or interests. REITs are generally classified as equity
REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity
REITs invest the majority of their assets directly in real property and derive
income primarily from the collection of rents. Equity REITs can also realize
capital gains by selling properties that have appreciated in value. Mortgage
REITs invest the majority of their assets in real estate mortgages and derive
income from the collection of interest payments. Similar to investment companies
such as the Fund, REITs are not taxed on income distributed to shareholders
provided they comply with several requirements of the Code. The Fund will
indirectly bear its proportionate share of expenses incurred by REITs in which
the Fund invests in addition to the expenses incurred directly by the Fund.
   
Investment Process for Real Estate Equity Securities. The Fund's investment
strategy with respect to Real Estate Equity Securities is based on the premise
that property market fundamentals are the primary determinant of growth
underlying the performance of Real Estate Equity Securities. Value added
management further distinguishes the most attractive Real Estate Equity
Securities. The Fund's research and investment process is designed to identify
those companies with strong property fundamentals and strong management teams.
This process is comprised of real estate market research, specific property
inspection and securities analysis. Alliance believes that this process will
result in a portfolio that will consist of Real Estate Equity Securities of
companies that own assets in the most desirable markets across the country,
diversified geographically and by property type.
    
In implementing the Fund's research and investment process, Alliance will avail
itself of the consulting services of CB Richard Ellis, Inc. ("CBRE"), a publicly
held company and the largest real estate services company in the United States,
comprised of real estate brokerage, property and facilities management, and real
estate finance and investment advisory activities. In 1997, CBRE completed
22,100 sale and lease transactions, managed over 6,600 client properties,
created over $5 billion in mortgage originations, and completed over 3,600
appraisal and consulting assignments. In addition, it advised and managed for
institutions over $4 billion in real estate investments. As consultant to
Alliance, CBRE provides access to its proprietary model, REIT o Score, that
analyzes the approximately 18,000 properties owned by these 142 companies. Using
proprietary databases and algorithms, CBRE analyzes local market rent, expense,
and occupancy trends, market specific transaction pricing, demographic and
economic trends, and leading indicators of real estate supply such as building
permits. Over 1,000 asset-type specific geographic markets are analyzed and
ranked on a relative scale by CBRE in compiling its REIT o Score database. The
relative attractiveness of these real estate industry companies is similarly
ranked based on the composite rankings of the properties they own. See
"Management of the Funds--Consultant to Alliance with Respect to Investments in
Real Estate Securities" for more information about CBRE.    
    
The universe of property-owning real estate industry firms consists of
approximately 142 companies of sufficient size and quality to merit
consideration for investment by the Fund. Once the universe of real estate
industry companies has been distilled through the market research process,
CBRE's local market presence provides the capability to perform site specific
inspections of key properties. This analysis examines specific location,
condition, and sub-market trends. CBRE's use of locally based real estate
professionals provides Alliance with a window on the operations of the portfolio
companies as information can immediately be put in the context of local market
events. Only those companies whose specific property portfolios reflect the
promise of their general markets will be considered for initial and continued
investment by the Fund.     


                                      31
<PAGE>
    
Alliance further screens the universe of real estate industry companies by using
rigorous financial models and by engaging in regular contact with management of
targeted companies. Each management's strategic plan and ability to execute the
plan are determined and analyzed. Alliance will make extensive use of CBRE's
network of industry analysts in order to assess trends in tenant industries.
This information is then used to further interpret management's strategic plans.
Financial ratio analysis is used to isolate those companies with the ability to
make value-added acquisitions. This information is combined with property market
trends and used to project future earnings potential.     

The short-term investments in which Real Estate Investment Fund may invest are:
corporate commercial paper and other short-term commercial obligations, in each
case rated or issued by companies with similar securities outstanding that are
rated Prime-1, Aa or better by Moody's or A-1, AA or better by S&P; obligations
(including certificates of deposit, time deposits, demand deposits and bankers'
acceptances) of banks with securities outstanding that are rated Prime-1, Aa or
better by Moody's or A-1, AA or better by S&P; and obligations issued or
guaranteed by the U.S. Government or its agencies or instrumentalities with
remaining maturities not exceeding 18 months.
    
The Fund may invest in debt securities rated BBB or higher by S&P or Baa or
higher by Moody's or, if not so rated, of equivalent credit quality as
determined by Alliance. The Fund expects that it will not retain a debt security
which is downgraded below BBB or Baa or, if unrated, determined by Alliance to
have undergone similar credit quality deterioration, subsequent to purchase by
the Fund.

The Fund may also engage in the following investment practices to the extent
indicated: (i) invest up to 10% of its net assets in rights or warrants; (ii)
invest up to 15% of its net assets in the convertible securities of companies
whose common stocks are eligible for purchase by the Fund; (iii) lend portfolio
securities equal in value to not more than 25% of total assets; (iv) enter into
repurchase agreements of up to seven days' duration; (v) enter into forward
commitment transactions as long as the Fund's aggregate commitments under such
transactions are not more than 30% of the Fund's total assets; (vi) enter into
standby commitment agreements; (vii) make short sales of securities or maintain
a short position but only if at all times when a short position is open not more
than 25% of the Fund's net assets (taken at market value) is held as collateral
for such sales; and (viii) invest in illiquid securities unless, as a result,
more than 15% of its net assets would be so invested.

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


                                      32
 
<PAGE>
 
    
for use in foreign securities markets. For purposes of determining the country
of issuance, investments in depositary receipts of either type are deemed to be
investments in the underlying securities except with respect to Growth Fund,
where investments in ADRs are deemed to be investments in securities issued by
U.S. issuers and those in GDRs and other types of depositary receipts are deemed
to be investments in the underlying securities.     

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

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. Conversely,
during periods of rising interest rates, a reduction in prepayments may increase
the effective maturity of the securities, subjecting them to a greater risk of
decline in market value in response to rising interest rates. In addition,
prepayments of mortgages underlying securities purchased at a premium could
result in capital losses.

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 a Fund. Furthermore, as with any debt securities, the values
of equity-linked debt securities will generally vary inversely with changes in
interest rates. A Fund's ability to dispose of equity-linked debt securities
will depend on the availability of liquid markets for such securities.
Investment in equity-linked debt securities may be considered to be speculative.
As with other securities, a Fund could lose its entire investment in equity-
linked debt securities.

                                      33
<PAGE>

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

    
Purchasers of loans and other forms of direct indebtedness depend primarily upon
the creditworthiness of the borrower for payment of principal and interest.
Direct debt instruments may not be rated by any nationally recognized rating
service. If a Fund does not receive scheduled interest or principal payments
on such indebtedness, the Fund's share price and yield could be adversely
affected. Loans that are fully secured offer a 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. Maturing loans to borrowers whose creditworthiness is poor may
involve substantial risks, and may be highly speculative.    

    
Borrowers that are in bankruptcy or restructuring may never pay off their
indebtedness, or may pay only a small fraction of the amount owed. Direct
indebtedness of Asian countries and Greater China 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 a Fund. For
example, if a loan is foreclosed, a Fund could become part owner of any
collateral, and would bear the costs and liabilities associated with owning and
disposing of the collateral. Direct debt instruments may also involve a risk of
insolvency of the lending bank or other intermediary.     

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

    
Direct indebtedness purchased by a Fund may include letters of credit,
revolving credit facilities, or other standby financing commitments obligating
a Fund to pay additional cash on demand. These commitments may have the effect
of requiring a Fund to increase its investment in a borrower at a time when it
would not otherwise have done so, even if the borrower's condition makes it
unlikely that the amount will ever be repaid. Greater China '97 Fund will not
invest in lower-rated loans and other lower-rated direct debt instruments.    

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

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

Multiple-Class Pass-Through Securities and Collateralized Mortgage Obligations.
Mortgage-Backed Securities also include CMOs and REMIC pass-through or
participation certificates, which may be issued by, among others, U.S.
Government agencies and instrumentalities as well as private lenders. CMOs and
REMIC certificates are issued in multiple classes and the principal of and
interest on the mortgage assets may be allocated among the several classes of
CMOs or REMIC certificates in various ways. Each class of CMOs or REMIC
certificates, often referred to as a "tranche," is issued at a specific
adjustable or fixed interest rate and must be fully retired no later than its
final distribution date. Generally, interest is paid or accrues on all classes
of CMOs or REMIC certificates on a monthly basis. Real Estate Investment Fund
will not invest in the lowest tranche of CMOs and REMIC certificates.

Typically, CMOs are collateralized by Ginnie Mae or Freddie Mac certificates but
also may be collateralized by other 


                                      34
<PAGE>
 
mortgage assets such as whole loans or private mortgage pass-through securities.
Debt service on CMOs is provided from payments of principal and interest on
collateral of mortgaged assets and any reinvestment income thereon.

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

Risks. Investing in Mortgage-Backed Securities involves certain unique risks in
addition to those generally associated with investing in the real estate
industry in general. These unique risks include the failure of a counterparty to
meet its commitments, adverse interest rate changes and the effects of
prepayments on mortgage cash flows. See "Risk Considerations--Mortgage-Backed
Securities" for a more complete description of the characteristics of
Mortgage-Backed Securities and associated risks.

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 Growth 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. Such securities are 
unlike securities which are traded on in the open market and which can be 
expected to be sold immediately if the market is adequate. The sale price of 
illiquid securities may be lower or higher than Alliance's most recent estimate 
of their fair value. Generally, less public information is available with 
respect to the issuers of such securities than with respect to companies whose 
securities are traded on an exchange. To the extent that these securities are
foreign securities, there is no law in many of the countries in which a Fund may
invest similar to the Securities Act requiring an issuer to register the sale of
securities with a governmental agency or imposing legal restrictions on resales
of securities, either as to length of time the securities may be held or manner
of resale. However, there may be contractual restrictions on resales of
securities.     
    
Options on Securities. An option gives the purchaser of the option, upon payment
of a premium, the right to deliver to (in the case of a put) or receive from (in
the case of a call) the writer a specified amount of a security on or before a
fixed date at a predetermined price. A call option written by a Fund is
"covered" if the Fund owns the underlying security, has an absolute and
immediate right to acquire that security upon conversion or exchange of another
security it holds, or holds a call option on the underlying security with an
exercise price equal to or less than that of the call option it has written. A
put option written by a Fund is covered if the Fund holds a put option on the
underlying securities with an exercise price equal to or greater than that of
the put option it has written.     
    
A call option is for cross-hedging purposes if a Fund does not own the
underlying security, and is designed to provide a hedge against a decline in
value in another security which the Fund owns or has the right to acquire.
Worldwide Privatization Fund, All-Asia Investment Fund, Greater China '97 Fund, 
International Premier Growth 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 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 


                                      35
<PAGE>
 
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, or in the case of
International Premier Growth Fund 100% of its total assets. Premier Growth
Fund and Growth and Income Fund may not purchase or sell a stock index future if
immediately thereafter more than 30% of its total assets would be hedged by
stock index futures. Premier Growth Fund and Growth and Income Fund may not
purchase or sell a stock index future if, immediately thereafter, the sum of the
amount of margin deposits on the Fund's existing futures positions would exceed
5% of the market value of the Fund's total assets.    

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 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
foreign currency exchange 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 a particular currency to an extent greater than the 


                                      36
<PAGE>
 
aggregate market value (at the time of making such sale) of the securities held
in its portfolio denominated or quoted in that currency. Instead of entering
into a position hedge, a Fund may, in the alternative, enter into a forward
contract to sell a different foreign currency for a fixed U.S. dollar amount
where the Fund believes that the U.S. dollar value of the currency to be sold
pursuant to the forward contract will fall whenever there is a decline in the
U.S. dollar value of the currency in which portfolio securities of the Fund are
denominated ("cross-hedge"). Unanticipated changes in currency prices may result
in poorer overall performance for the Fund than if it had not entered into such
forward contracts.
    
Hedging against a decline in the value of a currency does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the
prices of such securities decline. Such transactions also preclude the
opportunity for gain if the value of the hedged currency should rise. Moreover,
it may not be possible for a Fund to hedge against a devaluation that is so
generally anticipated that the Fund is not able to contract to sell the currency
at a price above the devaluation level it anticipates. 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 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,
International Premier Growth Fund, All-Asia Investment Fund, Greater China '97
Fund, Worldwide Privatization Fund, Real Estate Investment 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.     
    
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. No Fund, other than
Internation Premier Growth Fund, will enter into a standby commitment with a
remaining term in excess of 45 days. Investments in standby commitments will be
limited so that the aggregate purchase price of the securities subject to the
commitments will not exceed 25% with respect to New Europe Fund and Real Estate
Investment Fund, 50% with respect to International Premier Growth Fund,
Worldwide Privatization Fund, All-Asia Investment Fund and Greater China '97
Fund and 20% with respect to Utility Income Fund, of the Fund's assets taken at
the time of making the commitment.     

There is no guarantee that a security subject to a standby commitment will be
issued and the value of the security, if 


                                      37
<PAGE>
 
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, Greater China '97 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 were to incorrectly
forecast market values, interest rates and other applicable factors, the
investment performance of a Fund would be adversely affected by the use of these
investment techniques. Moreover, even if Alliance is correct in its forecasts,
there is a risk that the transaction position may correlate imperfectly with the
price of the asset or liability being hedged. There is no limit on the amount of
interest rate transactions that may be entered into by a Fund that is permitted
to enter into such transactions. These transactions do not involve the delivery
of securities or other underlying assets or principal. Accordingly, the risk of
loss with respect to interest rate transactions is limited to the net amount of
interest payments that a Fund is contractually obligated to make. If the other
party to an interest rate transaction defaults, a Fund's risk of loss consists
of the net amount of interest payments that the Fund contractually is entitled
to receive.
    
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 


                                      38
<PAGE>
    
identical to those sold short without payment. Worldwide Privatization Fund, 
All-Asia Investment Fund, Greater China '97 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, Greater China
'97 Fund and Real Estate 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 risk in lending portfolio securities, as with
other extensions of credit, consists of the possible loss of rights in the
collateral should the borrower fail financially. In determining whether to lend
securities to a particular borrower, Alliance will consider all relevant facts
and circumstances, including the creditworthiness of the borrower. While
securities are on loan, the borrower will pay the Fund any income 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 and the use of certain hedging
techniques may adversely impact the characterization of income to a Fund for
U.S. federal income tax purposes. 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 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 reduce its
position in equity securities and invest in without limit certain types of 
short-term, liquid, high grade or high quality (depending on the Fund) debt
securities. These securities may include U.S. Government securities, qualifying
bank deposits, money market instruments, prime commercial paper and other types
of short-term debt securities including notes and bonds. For Funds that may
invest in foreign countries, such securities 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 


                                      39
<PAGE>

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 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.     

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 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.

    
International Premier Growth 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      

                                      40
<PAGE>
    
that this restriction does not apply to U.S. Government Securities; (ii) borrow 
money or issue senior securities, except that the Fund may borrow (a) from a 
bank if immediately after such borrowing there is asset coverage of at least 
300% as defined in the 1940 Act and (b) for temporary purposes in an amount not 
exceeding 5% of the value of the total assets of the Fund; or (iii) pledge, 
hypothecate, mortgage or otherwise encumber its assets, except to secure 
permitted borrowings.     

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.

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.
    
Greater China '97 Fund may not: (i) invest 25% or more of its total assets on 
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 redemption 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 


                                      41
<PAGE>
 
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.

Global Environment Fund may not: (i) purchase more than 10% of the outstanding
voting securities of any one issuer; (ii) invest more than 15% of the value of
its total assets in the securities of any one issuer or 25% or more of the value
of its total assets in the same industry, except that the Fund will invest more
than 25% of its total assets in Environmental Companies, provided that this
restriction does not apply to U.S. Government securities, but will apply to
foreign government obligations unless the Commission permits their exclusion;
(iii) borrow money or issue senior securities, except that the Fund may borrow
(a) from a bank if immediately after such borrowing there is asset coverage of
at least 300% as defined in the 1940 Act and (b) for temporary purposes in an
amount not exceeding 5% of the value of the total assets of the Fund; (iv)
pledge, hypothecate, mortgage or otherwise encumber its assets, except (a) to
secure permitted borrowings and (b) in connection with initial and variation
margin deposits relating to futures contracts; (v) purchase a security (unless
the security is acquired pursuant to a plan of reorganization or an offer of
exchange) if, as 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 the aggregate;
(vi) 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 ("short sales against the box"), and unless not more
than 5% of the Fund's net assets (taken at market value) is held as collateral
for such sales at any one time; or (vii) buy or write (i.e., sell) put or call
options, except (a) the Fund may buy foreign currency options or write covered
foreign currency options and options on foreign currency futures and (b) the
Fund may purchase warrants.

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.
    
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.

Real Estate Investment 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 class of securities of such issuer; (iii)
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 real
estate industry in which the Fund will invest at least 25% or more of its total
assets, except that this restriction does not apply to U.S. Government
securities; (iv) purchase or sell real estate, except that it may purchase and
sell securities of companies which deal in real estate or interests therein,
including Real Estate Equity Securities; or (v) borrow money except for
temporary or emergency purposes or to meet redemption requests, in an amount not
exceeding 5% of the value of its total assets at the time the borrowing is made.


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 


                                      42
<PAGE>

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

Most state enterprises or former state enterprises go through an internal
reorganization of management prior to conducting an initial equity offering in
an attempt to better enable these enterprises to compete in the private sector.
However, certain reorganizations could result in a management team that does not
function as well as the enterprise's prior management and may have a negative
effect on such enterprise. After making an initial equity offering, enterprises
that may have enjoyed preferential treatment from the respective state or
government that owned or controlled them may no longer receive such preferential
treatment and may become subject to market competition from which they were
previously protected. Some of these enterprises may not be able to effectively
operate in a competitive market and may suffer losses or experience bankruptcy
due to such competition. In addition, the privatization of an enterprise by its
government may occur over a number of years, with the government continuing to
hold a controlling position in the enterprise even after the initial equity
offering for the enterprise.
       
Currency Considerations. Substantially all of the assets of International Fund,
International Premier Growth Fund, New Europe Fund, All-Asia Investment Fund,
Greater China '97 Fund and Worldwide Privatization Fund and a substantial
portion of the assets of Global Small Cap Fund and Global Environment 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 U.S.
companies. These markets may be subject to greater influence by adverse events
generally affecting the market, and by large investors trading significant
blocks of securities, than is usual in the United States. Securities settlements
may in some instances be subject to delays and related administrative
uncertainties. 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 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 also 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 investments. Furthermore, transaction
costs including brokerage commissions for transactions both on and off the
securities exchanges in many foreign countries are generally higher than in the
United States.

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


                                      43
<PAGE>
 
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 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. Investment in securities of United Kingdom
issuers involves certain considerations not present with investment in
securities of U.S. issuers. As with any investment not denominated in the U.S.
dollar, the U.S. dollar value of the Fund's investment denominated in the
British pound sterling will fluctuate with pound sterling--dollar exchange rate
movements. Between 1972, when the pound sterling was allowed to float against
other currencies, and the end of 1992, the pound sterling generally depreciated
against most major currencies, including the U.S. dollar. Between September and
December 1992, after the United Kingdom's exit from the Exchange Rate Mechanism
of the European Monetary System, the value of the pound sterling fell by almost
20% against the U.S. dollar. The pound sterling has since recovered due to
interest rate cuts throughout Europe and an upturn in the economy of the United
Kingdom. The average exchange rate of the U.S. dollar to the pound sterling was
1.50 in 1993 and 1.64 in 1997. On October 13, 1998 the U.S. dollar-pound
sterling exchange rate was 1.71.     
    
The United Kingdom's largest stock exchange is the London Stock Exchange, which
is the third largest exchange in the world. As measured by the FT-SE 100 index,
the performance of the 100 largest companies in the United Kingdom reached
5,135.5 at the end of 1997, up approximately 25% from the end of 1996. On
October 5, 1998 the FT-SE 100 index closed at 4648.7, the lowest close in the
12-month period prior to that date, after reaching a high of 6179.0 on July 20,
1998. The FT-SE 100 index closed at 4990.1 on October 14, 1998.     
    
In January 1999, the Economic and Monetary Union ("EMU") is scheduled to take
effect. The EMU will establish a common currency for European countries that
meet the eligibility criteria and choose to participate. Although the United
Kingdom meets the eligibility criteria, the government has not taken any action
to join the EMU.     

From 1979 until 1997 the Conservative Party controlled Parliament. In the May 1,
1997 general elections, however, the Labour Party, led by Tony Blair, won a
majority in Parliament, holding 418 of 658 seats in the House of Commons. Mr.
Blair, who was appointed Prime Minister, has launched a number of reform
initiatives, including an overhaul of the monetary policy framework intended to
protect monetary policy from political forces by vesting responsibility for
setting interest rates in a new Monetary Policy Committee headed by the Governor
of the Bank of England, as opposed to the Treasury. Prime Minister Blair has
also undertaken a comprehensive restructuring of the regulation of the financial
services industry. For further information regarding the United Kingdom, see the
Statement of Additional Information of New Europe Fund.

Investment in Japanese Issuers. Investment in securities of Japanese issuers
involves certain considerations not present with investment in securities of
U.S. issuers. As with any investment not denominated in the U.S. dollar, the
U.S. dollar value of each Fund's investments denominated in the Japanese yen
will fluctuate with yen-dollar exchange rate movements. Between 1985 and 1995,
the Japanese yen generally appreciated against the U.S. dollar, but has since
fallen from its post-World War II high (in 1995) against the U.S. dollar.
    
Japan's largest stock exchange is the Tokyo Stock Exchange, the First Section of
which is reserved for larger, established companies. As measured by the TOPIX, a
capitalization-weighted composite index of all common stocks listed in the First
Section, the performance of the First Section reached a peak in 1989.
Thereafter, the TOPIX declined approximately 50% through the end of 1997. On
October 13, 1998 the TOPIX closed at 998.98, down approximately 15% from the end
of 1997. 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.     

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 will be subject to uncertainty
resulting from the instability of recent Japanese ruling coalitions. From 1955
to 1993, Japan's government was controlled by a single political party. Between
August 1993 and October 1996 Japan was ruled by a series of four coalition
governments. As the result of a general election on October 20, 1996, however,
Japan returned to a single-party government led by Ryutaro Hashimoto, a member
of the Liberal Democratic Party ("LDP"). While the LDP does not control a
majority of the seats in the parliament, it is only three seats short of the 251
seats required to attain a majority in the House of Representatives (down from a
12-seat shortfall just after the     

                                       44
<PAGE>
     
October 1996 election). The popularity of the LDP declined, however, due to the
dissatisfaction with Mr. Hashimoto's leadership. In the July 1998 House of
Councillors election, the LDP's representation fell to 103 seats from 120 seats.
As a result of the LDP's defeat, Mr. Hashimoto resigned as prime minister and
leader of the LDP. Mr. Hashimoto was replaced by Keizo Obuchi. For the past
several years, Japan's banking industry has been weakened by a significant
amount of problem loans. Japan's banks also have significant exposure to the
current financial turmoil in other Asian markets. Following the insolvency of
one of Japan's largest banks in November 1997, the government proposed several
plans designed to strengthen the weakened banking sector. In October 1998, the
Japanese parliament approved several new laws that will make $508 billion in
public funds available to increase the capital of Japanese banks, to guarantee
depositors' accounts and to nationalize the weakest banks. It is unclear whether
these new laws will achieve their intended effect. For further information
regarding Japan, see the Statements of Additional Information of All-Asia
Investment Fund and International Fund.     
    
Investment in Greater China Issuers. China, in particular, but Hong Kong and
Taiwan, as well, in significant measure because of their existing and increasing
economic, and now in the case of Hong Kong, direct political ties with China,
may be subject to a greater degree of economic, political and social instability
than is the case in the United States.     
    
China's economy is very much in transition. While the government still controls
production and pricing in major economic sectors, significant steps have been
taken toward capitalism and China's economy has become increasingly market
oriented. China's strong economic growth and ability to attract significant
foreign investment in recent years stem from the economic liberalization
initiated by Deng Xiaoping who assumed power in the late 1970s. The economic
growth, however, has not been smooth and has been marked by extremes in many
respects of inordinate growth, which has not been tightly controlled, followed
by rigid measures of austerity.     
    
The rapidity and erratic nature of the growth have resulted in inefficiencies
and dislocations, including at times high rates of inflation.     
    
China's economic development has occurred notwithstanding the continuation of
the power of China's Communist Party and China's authoritarian government
control, not only of centrally planned economic decisions, but of many aspects
of the social structure. While a significant portion of China's population has
benefited from China's economic growth, the conditions of many leave much room
for improvement. Notwithstanding restrictions on freedom of expression and the
absence of a free press, and notwithstanding the extreme manner in which past
unrest has been dealt with, the 1989 Tianamen Square uprising being a recent
reminder, the potential for renewed popular unrest associated with demands for
improved social, political and economic conditions cannot be dismissed.     
    
Following the death of Deng Xiaoping in February 1997, Jiang Zemin became the
leader of China's Communist Party. The transfer of political power has
progressed smoothly and Jiang's popularity and credibility have gradually
increased. Jiang continues to consolidate his power, but as of yet does not
appear to have the same degree of control as did Deng Xiaoping. Jiang has
continued the market-oriented policies of Deng. Currently, China's major
economic challenge centers on reforming or eliminating inefficient state-owned
enterprises without creating an unacceptable level of unemployment. Recent
capitalistic policies have in many respects effectively outdated the Communist
Party and the governmental structure, but both remain entrenched. The Communist
Party still controls access to governmental positions and closely monitors
governmental action. Essentially there exists an inefficient set of parallel
bureaucracies and attendant opportunities for corruption.    
    
In addition to the economic impact of China's internal political uncertainties,
the potential effect of China's actions, not only on China itself, but on Hong
Kong and Taiwan as well, could also be significant.     
    
China is heavily dependent on foreign trade, particularly with Japan, the United
States, South Korea and Germany. Political developments adverse to its trading
partners, as well as political and social repression, could cause the United
States and others to alter their trading policy towards China. For example, in
the United States, the continued extension of most favored nation trading status
to China which is reviewed regularly and was reviewed in 1998 is an issue of 
significant controversy. Loss of that status would clearly hurt China's economy
by reducing its exports. With much of China's trading activity being funneled
through Hong Kong and with trade through Taiwan becoming increasingly
significant, any sizable reduction in demand for goods from China would have
negative implications for both countries. China is believed to be the largest
investor in Hong Kong and its markets and an economic downturn in China would be
expected to reverberate through Hong Kong's markets as well.    
    
Although China has committed by treaty to preserve Hong Kong's autonomy and its
economic, political and social freedoms for fifty years from the July 1, 1997
transfer of sovereignty from Great Britain to China. Hong Kong is headed by a
chief executive, appointed by the central government of China, whose power is
checked by both the government of China and a Legislative Council. Although
Hong Kong voters voted overwhelmingly for pro-democracy candidates in the recent
election, it remains possible that China could exert its authority so as to
alter the economic structure, political structure or existing social policy of
Hong Kong. Investor and business confidence in Hong Kong can be significantly
affected by such developments, which in turn can affect markets and business
performance. In this connection, it is noted that a substantial portion of the
companies listed on the Hong Kong Stock Exchange are involved in real estate-
related activities.     

     
The securities markets of China  and to a lesser extent Taiwan, are relatively
small, with the majority of market capitalization and     


                                       45
<PAGE>

     
trading volume concentrated in a limited number of companies representing a
small number of industries. Consequently, Greater China '97 Fund may experience
greater price volatility and significantly lower liquidity than a portfolio
invested solely in equity securities of U.S. companies. These markets may be
subject to greater influence by adverse events generally affecting the market,
and by large investors trading significant blocks of securities, than is usual
in the U.S. Securities settlements may in some instances be subject to delays
and related administrative uncertainties.    

    
Foreign investment in the securities markets of China and Taiwan is restricted
or controlled to varying degrees. These restrictions or controls, which apply to
the Greater China '97 Fund may at times limit or preclude investment in certain
securities and may increase the cost and expenses of the Fund. China and Taiwan
require governmental approval prior to investments by foreign persons or limit
investment by foreign persons to only a specified percentage of an issuer's
outstanding securities or a specific class of securities which may have less
advantageous terms (including price) than securities of the company available
for purchase by nationals. In addition, the repatriation of investment income,
capital or the proceeds of sales of securities from China and Taiwan is
controlled under regulations, including in some cases the need for certain
advance government notification or authority, and if a deterioration occurs in a
country's balance of payments, the country could impose restrictions on foreign
capital remittances.     
    
Greater China '97 Fund could be adversely affected by delays in, or a refusal to
grant, any required governmental approval for repatriation, as well as by the
application to it of other restrictions on investment. The liquidity of the
Fund's investments in any country in which any of these factors exists could be
affected by any such factor or factors on the Fund's investments. The limited
liquidity in certain Greater China markets is a factor to be taken into account
in the Fund's valuation of portfolio securities in this category and may affect
the Fund's ability to dispose of securities in order to meet redemption requests
at the price and time it wishes to do so. It is also anticipated that
transaction costs, including brokerage commissions for transactions both on and
off the securities exchanges in Greater China countries, will be higher than in
the U.S.     
    
Issuers of securities in Greater China countries are generally not subject to
the same degree of regulation as are U.S. issuers with respect to such matters
as timely disclosure of information, insider trading rules, restrictions on
market manipulation and shareholder proxy requirements. Reporting, accounting
and auditing standards of Greater China countries may differ, in some cases
significantly, from U.S. standards in important respects, and less information
may be available to investors in securities of Greater China country issuers
than to investors in securities of U.S. issuers.     
    
Investment in Greater China companies which are in the initial stages of their
development involves greater risk than is customarily associated with securities
of more established companies. The securities of such companies may have
relatively limited marketability and may be subject to more abrupt or erratic
market movements than securities of established companies or broad market
indices.     
    
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, Greater China '97 Fund and Global
Environment Fund may emphasize investment in, smaller, emerging companies.
Investment in such companies involves greater risks than is customarily
associated with securities of more established companies. Companies in the
earlier stages of their development often have products and management personnel
which have not been thoroughly tested by time or the marketplace; their
financial resources may not be as substantial as those of more established
companies. The securities of smaller companies may have relatively limited
marketability and may be subject to more abrupt or erratic market movements than
securities of larger companies or broad market indices. The revenue flow of such
companies may be erratic and their results of operations may fluctuate widely
and may also contribute to stock price volatility.     
    
Extreme Governmental Action; Less Protective Laws. In contrast with investing in
the United States, foreign investment may involve in certain situations greater
risk of nationalization, expropriation, confiscatory taxation, currency blockage
or other extreme governmental action which could adversely impact a Fund's
investments. In the event of certain such actions, a Fund could lose its entire
investment in the country involved. In addition, laws in various foreign
countries, including in certain respects each of the Greater China countries,
governing, among other subjects, business organization and practices, securities
and securities trading, bankruptcy and insolvency may provide less protection to
investors such as the Fund than provided under United States laws.    

Investing in Environmental Companies by Global Environment Fund. Governmental
regulations or other action can inhibit an Environmental Company's performance,
and it may take years to translate environmental legislation into sales and
profits. Environmental Companies generally face competition in fields often
characterized by relatively short product cycles and competitive pricing
policies. Losses may result from large product development or expansion costs,
unprotected marketing or distribution systems, erratic revenue flows and low
profit margins. Additional risks that Environmental Companies may face include
difficulty in financing the high cost of technological development,
uncertainties due to changing governmental regulation or rapid technological
advances, potential liabilities associated with hazardous components and
operations, and difficulty in finding experienced employees.
    
The Real Estate Industry. Although Real Estate Investment Fund does not invest
directly in real estate, it invests primarily in Real Estate Equity Securities
and has a policy of concentration of its investments in the real estate
industry. Therefore, an investment in the Fund is subject to certain risks
associated with the direct ownership of real estate and with the real estate
industry in     

                                       46
<PAGE>
 
    
general. These risks include, among others: possible declines in the value of
real estate; risks related to general and local economic conditions; possible
lack of availability of mortgage funds; overbuilding; extended vacancies of
properties; increases in competition, property taxes and operating expenses;
changes in zoning laws; costs resulting from the clean-up of, and liability to
third parties for damages resulting from, environmental problems; casualty or
condemnation losses; uninsured damages from floods, earthquakes or other natural
disasters; limitations on and variations in rents; and changes in interest
rates. To the extent that assets underlying the Fund's investments are
concentrated geographically, by property type or in certain other respects, the
Fund may be subject to certain of the foregoing risks to a greater extent.    
    
In addition, if Real Estate Investment Fund receives rental income or income
from the disposition of real property acquired as a result of a default on
securities the Fund owns, the receipt of such income may adversely affect the
Fund's ability to retain its tax status as a regulated investment company. See
"Dividends, Distributions and Taxes" in the Fund's Statement of Additional
Information. Investments by the Fund in securities of companies providing
mortgage servicing will be subject to the risks associated with refinancings and
their impact on servicing rights.     

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

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

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

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

Further, the yield characteristics of Mortgage-Backed Securities, such as those
in which Real Estate Investment Fund may invest, differ from those of
traditional fixed-income securities. The major differences typically include
more frequent interest and principal payments (usually monthly), the
adjustability of interest rates, and the possibility that prepayments of
principal may be made substantially earlier than their final distribution dates.

Prepayment rates are influenced by changes in current interest rates and a
variety of economic, geographic, social and other factors, and cannot be
predicted with certainty. Both adjustable rate mortgage loans and fixed rate
mortgage loans may be subject to a greater rate of principal prepayments in a
declining interest rate environment and to a lesser rate of principal
prepayments in an increasing interest rate environment. Early payment associated
with Mortgage-Backed Securities causes these securities to experience
significantly greater price and yield volatility than that experienced by
traditional fixed-income securities. Under certain interest rate and prepayment
rate scenarios, the Fund may fail to recoup fully its investment in
Mortgage-Backed Securities notwithstanding any direct or indirect governmental
or agency guarantee. When the Fund reinvests amounts representing payments and
unscheduled prepayments of principal, it may receive a rate of interest that is
lower than the rate on existing adjustable rate mortgage pass-through
securities. Thus, Mortgage-Backed Securities, and adjustable rate mortgage pass-
through securities in particular, may be less effective than other types of U.S.
Government securities as a means of "locking in" interest rates.
    
U.S. and Foreign Taxes. A Fund's investment in foreign securities may be subject
to taxes withheld at the source on dividend or interest payments. Foreign taxes
paid by a Fund may be creditable or deductible by U.S. shareholders for U.S.
income tax purposes. No assurance can be given that applicable tax laws and
interpretations will not change in the future. Moreover, non-U.S. investors may
not be able to credit or deduct such foreign taxes. 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.

Fixed-Income Securities. The value of each Fund's shares will fluctuate with the
value of its investments. The value of each


                                      47
<PAGE>
 
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 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. In periods
of increasing interest rates, each of the Funds may, to the extent it holds
mortgage-backed securities, be subject to the risk that the average dollar-
weighted maturity of the Fund's portfolio of debt or other fixed-income
securities may be extended as a result of lower than anticipated prepayment
rates. See "Additional Investment Practices--Mortgage-Backed 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.

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


                                      48
<PAGE>
 
Additional Information for each Fund that invests in lower-rated 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, 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 Worldwide Privatization Fund, New Europe Fund,
All-Asia Investment Fund, Greater China '97 Fund and Global Environment 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 and other regulated investment
companies are not subject to these limitations. Because each of Worldwide
Privatization Fund, New Europe Fund, Greater China '97 Fund and Global
Environment Fund and All-Asia Investment Fund is 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.
    
Year 2000 and Euro. Many computer systems and applications in use today process
transactions using two-digit date fields for the year of the transaction, rather
than the full four digits. If these systems are not modified or replaced,
transactions occurring after 1999 could be processed as year "1900", which could
result in processing inaccuracies and computer system failures. This is commonly
known as the Year 2000 problem. In addition to the Year 2000 problem, the
European Economic and Monetary Union has established a single currency, the Euro
Currency ("Euro") that will replace the national currency of certain European
countries effective January 1, 1999. Computer systems and applications must be
adapted in order to be able to process Euro sensitive information accurately
beginning in 1999. Should any of the computer systems employed by the Funds'
major service providers fail to process Year 2000 or Euro related information
properly, that could have a significant negative impact on the Funds' operations
and the services that are provided to the Funds' shareholders. In addition, to
the extent that the operations of issuers of securities held by the Funds are
impaired by the Year 2000 problem or the Euro, or prices of securities held by
the Funds decline as a result of real or perceived problems relating to the Year
2000 or the Euro, the value of the Funds' shares may be materially 
affected.     
    
With respect to the Year 2000, the Funds have been advised that Alliance, each 
Fund's investment adviser, Alliance Fund Distributors, Inc. ("AFD"), each Fund's
principal underwriter, and Alliance Fund Services, Inc. ("AFS"), each Fund's 
registrar, transfer agent and dividend disbursing agent (collectively,
"Alliance") began to address the Year 2000 issue several years ago in connection
with the replacement or upgrading of certain computer systems and applications.
During 1997, Alliance began a formal Year 2000 initiative, which established a
structured and coordinated process to deal with the Year 2000 issue. Alliance
reports that it has completed its assessment of the Year 2000 issues on its
domestic and international computer systems and applications. Currently,
management of Alliance expects that the required modifications for the majority
of its significant systems and applications that will be in use on January 1,
2000, will be completed and tested by the end of 1998. Full integration testing
of these systems and testing of interfaces with third-party suppliers will
continue through 1999. At this time, management of Alliance believes that the
costs associated with resolving this issue will not have a material adverse
effect on its operations or on its ability to provide the level of services it
currently provides to the Funds.    
    
With respect to the Euro, the Funds have been advised that Alliance has
established a project team to assess changes that will be required in connection
with the introduction of the Euro. Alliance reports that its project team has
assessed all systems, including those developed or managed internally, as well
as those provided by vendors, in order to determine the modifications that will
be required to process accurately transactions denominated in Euro after 1998.
At this time, management of Alliance expects that the required modifications for
the introduction of the Euro will be completed and tested before the end of
1998. Management of Alliance believes that the costs associated with resolving
this issue will not have a material adverse effect on its operations or on its
ability to provide the level of services it currently provides to the 
Funds.     
    
The Funds and Alliance have been advised by the Funds' Custodians that they are
also in the process of reviewing their systems with the same goals. As of the
date of this prospectus, the Funds and Alliance have no reason to believe that
the Custodians will be unable to achieve these goals.     

                                       49
<PAGE>


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

HOW TO BUY SHARES

You can purchase shares of any of the Funds at a price based on the next
calculation of their net asset value after receipt of a proper purchase order
either through broker-dealers, banks or other financial intermediaries, or
directly through AFD. 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
Statements of Additional Information for more information.
   
Existing shareholders may make subsequent purchases by electronic funds transfer
if they have completed the appropriate section of the Subscription Application
or the Shareholder Options form obtained from AFS. Telephone purchase orders can
be made by calling 800-221-5672 and may not exceed $500,000.

Each Fund offers three classes of shares through this prospectus, Class A, Class
B and Class C. The Funds may refuse any order to purchase shares. In this
regard, the Funds reserve the right to restrict purchases of shares (including
through exchanges) when they appear to evidence a pattern of frequent purchases
and sales made in response to short-term considerations.
    
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 Statements 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. A Fund will thus receive the full amount of your purchase. 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.

The amount of the CDSC for Class B shares 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. 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 at net asset value without any initial sales
charge. A Fund will thus receive the full amount of your purchase, and, if you
hold your shares for one year or more, 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.

Class C shares redeemed within one year of purchase will be subject to a CDSC
equal to 1% of the lesser of their original cost or net asset value at the time
of redemption.


Application of the CDSC

Shares obtained from dividend or distribution reinvestment are not subject to
the CDSC. 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 monthly, bimonthly or quarterly 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 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 


                                      50
<PAGE>

available, such other methods as the Fund's Directors believe accurately
reflects fair market value.

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

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 is no initial sales charge and no CDSC as long as the shares are held for
one year or more. 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 B
shares is $250,000. The maximum purchase of Class C shares is $1,000,000.

Each Fund offers a fourth class of shares, Advisor Class shares, by means of
separate prospectus. Advisor Class shares may be purchased and held solely by
(i) accounts established under a fee-based program sponsored and maintained by a
registered broker-dealer or other financial intermediary and approved by AFD,
(ii) a self-directed defined contribution employee benefit plan (e.g., a 401(k)
plan) that has at least 1,000 participants or $25 million in assets and (iii)
certain other categories of investors described in the prospectus for the
Advisor Class, including investment advisory clients of, and certain other
persons associated with, Alliance and its affiliates or the Funds. Advisor Class
shares are offered without any initial sales charge or CDSC and without an
ongoing distribution fee and are expected, therefore, to have different
performance than Class A, Class B or Class C shares. You can obtain more
information about Advisor Class shares by contacting AFS at 800-221-5672 or by
contacting your financial representative.

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

Your broker must receive your request before 4:00 p.m. Eastern time, and your
broker must transmit your request to the Fund by 5:00 p.m. Eastern time, for you
to receive that day's net asset value (less any applicable CDSC). 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 AFS along with
certificates, if any, that represent the shares you want to sell. For your
protection, signatures must be guaranteed by a bank, 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
                                  800-221-5672



                                      51
<PAGE>
    
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.
Telephone redemption requests must be made by 4:00 p.m. Eastern time on a Fund
business day in order to receive that day's net asset value. A shareholder who
has completed the appropriate section of the Subscription Application, or the
Shareholder Options form obtained from AFS, can elect to have the proceeds of
his or her redemption sent to his or her bank via an electronic funds transfer.
Proceeds of telephone redemptions also may be sent by check to a shareholder's
address of record. Redemption requests by electronic funds transfer may not
exceed $100,000 and redemption requests by check may not exceed $50,000 per day.
Telephone redemption is not available for 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 fails 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 Subscription 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 (including 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. Telephone exchange requests must be received by AFS by 4:00
p.m. Eastern time on a Fund business day in order to receive that day's net
asset value.

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.

<TABLE>    
<CAPTION>
   
                                                                 Principal occupation
                                                                   during the past
  Fund                  Employee; year; title                         five years
- -------------------------------------------------------------------------------------
<S>                     <C>                                        <C>
Alliance Fund           Alden M. Stewart since 1997--              Associated with   
                        Executive Vice President of                Alliance      
                        Alliance Capital Management                                 
                        Corporation (ACMC*)                                         

                        Randall E. Haase since 1997--              Associated with
                        Senior Vice President of ACMC              Alliance            
                                                                                    
Growth Fund             Tyler Smith since inception--              Associated with   
                        Senior Vice President of ACMC              Alliance 
                                                                                    
Premier Growth          Alfred Harrison since inception--          Associated with
   Fund                 Vice Chairman 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       

Quasar Fund             Alden M. Stewart since 1994--              (see above)
                        (see above)

                        Randall E. Haase since 1994--              (see above)
                        (see above)
                        
International Fund      Bruce W. Calvert since 1998--              Associated with
                        Vice Chairman and Chief                    Alliance 
                        Investment Officer                  
                        of ACMC
                        
International Premier   Alfred Harrison  since 1998--              (see above)
Growth Fund             (see above)
                        
                        Thomas Kamp since 1998--                   Associated with
                        Senior Vice President of ACMC              Alliance

Worldwide Privatization Mark H. Breedon since inception            Associated with
Fund                    Senior Vice President of ACMC              Alliance
                        and Director and Vice President
                        of Alliance Capital Limited **
                                                                                  
</TABLE>     
                                                     

                                      52

        
<PAGE>

<TABLE>   
<CAPTION>

                                                                        Principal occupation
                                                                        during the past
Fund                                Employee; year; title               five years
- ----------------------------------------------------------------------------------
<S>                                 <C>                                 <C> 
New Europe Fund                     Steven Beinhacker since 1997--      Associated with
                                    Vice President of ACMC              Alliance

All-Asia Investment                 Hiroshi Motoki since 1998--         Associated with
Fund                                Senior Vice President of ACMC       Alliance since
                                    and director of Japanese/Asian      1994; prior
                                    Equity research                     thereto,
                                                                        associated with
                                                                        Ford Motor
                                                                        Company

Greater China '97                   Matthew W. S. Lee since 1997--      Associated with
Fund                                Vice President of ACMC              Alliance since
                                                                        1997; prior
                                                                        thereto,
                                                                        associated
                                                                        with National
                                                                        Mutual Funds
                                                                        Management
                                                                        (Asia) since 1994
                                                                        and James Capel
                                                                        and Co. since
                                                                        prior to 1994

Global Small Cap                    Alden M. Stewart since 1994--       (see above)
Fund                                (see above)
                                    Randall E. Haase since 1994--       (see above)
                                    (see above)
                                    Ronald L. Simcoe since 1993--       Associated with
                                    Vice President of ACMC              Alliance 
                                                                                         
Global Environment                  Linda Bolton Weiser since 1998--    Associated with
Fund                                Vice President of ACMC              Alliance 
                                                                                           
Balanced Shares                     Paul Rissman since 1997--           Associated with
                                    Senior Vice President of ACMC       Alliance

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

Growth & Income                     Paul Rissman since 1994--           (see above)
Fund                                (see above)                         

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

Real Estate                         David Kruth since 1997--            Associated with
Investment Fund                     Vice President of ACMC              Alliance since
(cont.)                                                                 1997; prior
                                                                        thereto Senior
                                                                        Vice President of
                                                                        the Yarmouth
                                                                        Group
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>    

*   The sole general partner of Alliance. 
       
     
**  An indirect wholly-owned subsidiary of Alliance.     

    Alliance is a leading international investment manager supervising client
accounts with assets as of June 30, 1998 totaling more than $262 billion (of
which approximately $107 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 58 registered investment companies managed by Alliance
comprising 123 separate investment portfolios currently have over two million
shareholders. As of June 30, 1998, Alliance was an investment manager of
employee benefit plan assets for 32 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-UAP, a French insurance holding company. Certain information concerning
the ownership and control of Equitable by AXA-UAP is set forth in each Fund's
Statement of Additional Information under "Management of the Funds."

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

     
Set forth below is performance data provided by Alliance relating to the
Historical Portfolios for each of the nineteen full calendar years during which
Mr. Harrison has managed the Historical Portfolios as an employee of Alliance
and cumulatively through September 30, 1998. As of September 30, 1998, the
assets in the Historical Portfolios totaled approximately $12.3 billion and the
average size of an institutional account in the Historical Portfolio was $412
million. Each Historical Portfolio has a nearly identical composition of
investment holdings and related percentage weightings.     

The performance data is net of all fees (including brokerage commissions)
charged to those accounts. The performance data is computed in accordance with
standards formulated by the Association of Investment Management and Research
and has not been adjusted to reflect any fees that will be payable by Premier
Growth Fund, which are higher than the fees imposed on the Historical Portfolio
and will result in a higher expense ratio and lower returns for Premier Growth
Fund. Expenses associated with the distribution of Class A, Class B and Class C
shares of Premier Growth Fund in accordance with the plan adopted by Premier
Growth Fund's Board of Directors pursuant to Rule 12b-1 under the 1940 Act
("distribution fees") are also excluded. See "Expense Information." The
performance data has also not been adjusted for corporate or individual taxes,
if any, payable by the account owners.


                                      53
<PAGE>

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

As reflected below, the Historical Portfolios have over time performed favorably
when compared with the performance of recognized performance indices. The S&P
500 Index is a widely recognized, unmanaged index of market activity based upon
the aggregate performance of a selected portfolio of publicly traded common
stocks, including monthly adjustments to reflect the reinvestment of dividends
and other distributions. The S&P 500 Index reflects the total return of
securities comprising the Index, including changes in market prices as well as
accrued investment income, which is presumed to be reinvested. The Russell 1000
universe of securities is compiled by Frank Russell Company and is segmented
into two style indices, based on the capitalization-weighted median
book-to-price ratio of each of the securities. At each reconstitution, the
Russell 1000 constituents are ranked by their book-to-price ratio. Once so
ranked, the breakpoint for the two styles is determined by the median market
capitalization of the Russell 1000. Thus, those securities falling within the
top fifty percent of the cumulative market capitalization (as ranked by
descending book-to-price) become members of the Russell Price-Driven Indices.
The Russell 1000 Growth Index is, accordingly, designed to include those Russell
1000 securities with a greater-than-average growth orientation. In contrast with
the securities in the Russell Price-Driven Indices, companies in the Growth
Index tend to exhibit higher price-to-book and price-earnings ratios, lower
dividend yield and higher forecasted growth values.
   
To the extent Premier Growth Fund does not invest in U.S. common stocks or
utilizes investment techniques such as futures or options, the S&P 500 Index and
Russell 1000 Growth Index may not be substantially comparable to Premier Growth
Fund. The S&P 500 Index and Russell 1000 Growth Index are included to illustrate
material economic and market factors that existed during the time period shown.
The S&P 500 Index and Russell 1000 Growth Index do not reflect the deduction of
any fees. If Premier Growth Fund were to purchase a portfolio of securities
substantially identical to the securities comprising the S&P 500 Index or the
Russell 1000 Growth Index, Premier Growth Fund's performance relative to the
index would be reduced by Premier Growth Fund's expenses, including brokerage
commissions, advisory fees, distribution fees, custodial fees, transfer agency
costs and other administrative expenses, as well as by the impact on Premier
Growth Fund's shareholders of sales charges and income taxes.
    
The Lipper Growth Fund Index is prepared by Lipper Analytical Services, Inc. and
represents a composite index of the investment performance for the 30 largest
growth mutual funds. The composite investment performance of the Lipper Growth
Fund Index reflects investment management and administrative fees and other
operating expenses paid by these mutual funds and reinvested income dividends
and capital gain distributions, but excludes the impact of any income taxes and
sales charges.

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

Schedule of Composite Investment Performance--Historical Portfolios*

<TABLE>     
<CAPTION>
                                                                  Russell           Lipper
                   Premier      Historical       S&P 500           1000             Growth
                   Growth      Portfolios         Index        Growth Index        Fund Index
                    Fund      Total Return**   Total Return    Total Return       Total Return
                    ----      --------------   ------------    ------------       ------------
<S>                 <C>          <C>              <C>              <C>               <C>     
1/1/98-
  9/30/98***         9.09%       15.27%            6.04%            9.44%             2.38%
Year ended December:
  1997***           27.05%       34.64%           33.36%           30.49%            25.30%  
  1996***           18.84        22.06            22.96            23.12             17.48
  1995***           40.66        39.83            37.58            37.19             32.65
  1994              (9.78)       (4.82)            1.32             2.66             (1.57)
  1993               5.35        10.54            10.08             2.90             11.98
  1992              --           12.18             7.62             5.00              7.63
  1991              --           38.91            30.47            41.16             35.20
  1990              --           (1.57)           (3.10)           (0.26)            (5.00)
  1989              --           38.80            31.69            35.92             28.60
  1988              --           10.88            16.61            11.27             15.80
  1987              --            8.49             5.25             5.31              1.00
  1986              --           27.40            18.67            15.36             15.90
  1985              --           37.41            31.73            32.85             30.30
  1984              --           (3.31)            6.27             (.95)            (2.80)
  1983              --           20.80            22.56            15.98             22.30
  1982              --           28.02            21.55            20.46             20.20
  1981              --           (1.09)           (4.92)          (11.31)            (8.40)
  1980              --           50.73            32.50            39.57             37.30
  1979              --           30.76            18.61            23.91             27.40
Cumulative total                                                                
  return for the                                                                  
  period                                                                        
  January 1,                                                                    
  1979 to         
  September 30,  
  1998              --            3,542%            2,064%            1,852%             1,613%
- ----------------------------------------------------------------------------------------------
</TABLE>      

*    Total return is a measure of investment performance that is based upon the
     change in value of an investment from the beginning to the end of a
     specified period and assumes reinvestment of all dividends and other
     distributions. The basis of preparation of this data is described in the
     preceding discussion. Total returns for Premier Growth Fund are for Class A
     shares, with imposition of the maximum 4.25% sales charge.
    
**   Assumes imposition of the maximum advisory fee charged by Alliance for any
     Historical Portfolio for the period involved.      

***  During this period, the Historical Portfolios differed from Premier Growth
     Fund in that Premier Growth Fund invested a portion of its net assets in
     warrants on equity securities in which the Historical Portfolios were
     unable, by their investment restrictions, to purchase. In lieu of warrants,
     the Historical Portfolios acquired the common stock upon which the warrants
     were based.



                                      54
<PAGE>
 
    
The average annual total returns presented below are based upon the cumulative
total return as of September 30, 1998 and, for more than one year, assume a
steady compounded rate of return and are not year-by-year results, which
fluctuated over the periods as shown.      
    

<TABLE>     
<CAPTION>
                                                   Average Annual Total Returns
                             -----------------------------------------------------------------------
                             Premier                                      Russell          Lipper
                             Growth    Historical        S&P 500           1000             Growth
                              Fund     Portfolios**       Index         Growth Index      Fund Index
                              ----     ----------         -----         ------------      ----------
<S>                           <C>        <C>              <C>              <C>              <C>   
One year ................      6.21%     13.19%            6.08%           11.11%            3.07%
Three years .............     21.82      24.22            22.60            22.50            16.43
Five years ..............     20.23      20.70            19.91            20.80            15.52
Ten years ...............     19.98+     19.70            17.29            18.07            15.01
Since January 1,                                                                        
  1979 ..................        --      19.97            16.84            16.23            15.47
- ----------------------------------------------------------------------------------------------------
</TABLE>      
 +  Since inception on 9/28/92

    
ADMINISTRATOR 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.      

    
CONSULTANT TO ALLIANCE WITH RESPECT TO GREATER CHINA COUNTRIES

In connection with its provision of advisory services to Greater China '97 Fund.
Alliance has retained at its expense as a consultant New Alliance, a joint
venture company headquartered in Hong Kong which was formed in 1997 by Alliance
and Sun Hung Kai Properties Limited ("SHKP"). New Alliance provides Alliance
with ongoing, current and comprehensive information and analysis of conditions
and developments in Greater China countries consisting of, but not limited to,
statistical and factual research and assistance with respect to economic,
financial, political, technological and social conditions and trends in Greater
China countries, including information on markets and industries. In addition to
its own staff of professionals, New Alliance has access to the expertise and
personnel of SHKP, one of Hong Kong's preeminent property and business groups.
SHKP is one of the largest enterprises in Hong Kong measured by market
capitalization and has considerable expertise in evaluating business and market
conditions in Hong Kong and the other Greater China countries. Its activities
complementary to property development include insurance and estate management,
and SHKP is diversified as well into telecommunications and infrastructure
projects.     

    
CONSULTANT TO ALLIANCE WITH RESPECT TO INVESTMENT IN REAL ESTATE SECURITIES

Alliance, with respect to investment in real estate securities, has retained as
a consultant CB Commercial Richard Ellis, Inc. ("CBRE"), a publicly held company
and the largest real estate services company in the United States, comprised of
real estate brokerage, property and facilities management, and real estate
finance and investment advisory activities. In 1997, CBRE completed 22,100 sale
and lease transactions, managed over 6,600 client properties, created over $5
billion in mortgage originations, and completed over 3,600 appraisal and
consulting assignments. In addition, they advised and managed for institutions
over $4 billion in real estate investments. CBRE will make available to Alliance
the CBRE's National Real Estate Index, which gathers, analyzes and publishes
targeted research data for the 66 largest U.S. markets, based on a variety of
public-sector and private-sector sources as well as CBRE's proprietary database
of approximately 80,000 property transactions representing over $500 billion of
investment property. This information provides a substantial component of the
research and data used to create the REIToScore model. As a consultant, CBRE
provides to Alliance, at Alliance's expense, such in-depth information regarding
the real estate market, the factors influencing regional valuations and analysts
of recent transactions in office, retail, industrial and multi-family properties
as Alliance shall from time to time request. CBRE will not furnish 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.      

     
CBRE is one of the three largest fee-based property management firms in the
United States, the largest commercial real estate lease brokerage firm in the
country, the largest investment property brokerage firm in the country, as well
as one of the largest publishers of real estate research, with approximately
8,000 employees worldwide. CBRE will provide Alliance with exclusive access to
its REIT o Score model which ranks approximately 142 REITS based on the relative
attractiveness of the property markets in which they own real estate. This model
scores the approximately 18,000 individual properties owned by these companies.
REIT o Score is in turn based on CBRE's National Real Estate Index which
gathers, analyzes and publishes targeted research for the 66 largest U.S. real
estate markets based on a variety of public- and private-sector sources as well
as CBRE's proprietary database of 80,000 commercial property transactions
representing over $500 billion of investment property and over 2,500 tracked
properties which report rent and expense data quarterly. CBRE has previously
provided access to its REIT o Score model results primarily to the institutional
market through subscriptions. The model is no longer provided to any research
publications and Real Estate Investment Fund is currently the only mutual fund
available to retail investors that has access to CBRE's REIT o Score model.    

    
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 and Premier Growth 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     

                                       55

<PAGE>

    
assets attributable to the Class C shares, for distribution expenses. The
Directors of Growth Fund currently limit payments with respect to Class A shares
under the Plan to .30% of the 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 of the Class A, Class B and Class C 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, 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,
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
AFD's compensation with 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 and Class C
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 and Class C 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
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 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                      $ 3,782,063   (5.37%)  $1,025,156   (5.43%)
Premier Growth Fund                $20,874,319   (2.43%)  $1,413,557   (0.79%)
Technology Fund                    $32,259,341   (3.06%)  $1,464,569   (0.80%)
Quasar Fund                        $15,242,262   (3.03%)  $1,262,697   (0.90%)
International Fund                 $ 2,638,659   (3.70%)  $  838,475   (4.10%)
International Premier Growth
     Fund                          $   325,310   (4.62%)  $   15,653   (1.54%)
Worldwide Privatization Fund       $ 6,609,791   (4.23%)  $  537,949   (2.02%)
New Europe Fund                    $ 4,377,262   (3.19%)  $  741,808   (1.87%)
All-Asia Investment Fund           $ 1,690,408  (14.78%)  $  162,319   (8.73%)
Greater China '97 Fund             $   533,473  (34.39%)  $   18,510  (18.19%)
Global Small Cap Fund              $ 2,594,264   (6.68%)  $  676,624   (7.14%)
Balanced Shares                    $ 2,579,772   (5.41%)  $  608,865   (5.61%)
Utility Income Fund                $ 1,400,456   (9.47%)  $  456,135  (13.37%)
Growth and Income Fund             $11,066,118   (2.42%)  $1,326,535   (1.25%)
Real Estate Investment Fund        $12,995,878   (4.83%)  $  699,723   (1.01%)
- ------------------------------------------------------------------------------
</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 120 days following the date of its payment, reinvest the dividend or
distribution in additional shares of that Fund without charge by returning to
Alliance,


                                       56
<PAGE>
 
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 close of business on the day
following the declaration 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 and Class C 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. Since REITs pay
distributions based on cash flow, without regard to depreciation and
amortization, it is likely that a portion of the distributions paid to Real
Estate Investment Fund and subsequently distributed to shareholders may be a
nontaxable return of capital. The final determination of the amount of a Fund's
return of capital distributions for the period will be made after the end of
each calendar year.

If you buy shares just before a Fund deducts a distribution from its 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.

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
(or to permit shareholders to claim a deduction for such foreign taxes), but
there can be no assurance that any Fund will be able to do so. Furthermore, a
shareholder's ability to claim a foreign tax credit or deduction in respect of
foreign taxes paid by a Fund may be subject to certain limitations imposed by
the Code, as a result of which a shareholder may not be permitted to claim a
full credit or deduction for the amount of such taxes.     

U.S. Federal Income Taxes
    
Each Fund intends to qualify to be taxed as a "regulated investment company"
under the Code. Qualification as a regulated investment company relieves that
Fund of federal income taxes on that part of its taxable income, including net
capital gain, 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. Distributions received from
REITs or from foreign corporations generally do not constitute qualifying
dividends. A corporation's dividends-received deduction generally will be
disallowed unless the corporation holds shares in the Fund at least 46 days
during the 90-day period beginning 45 days before the date on which the
corporation becomes entitled to receive the dividend. Furthermore, the
dividends-received deduction will be disallowed to the extent a corporation's
investment in shares of a Fund is financed with indebtedness.     

    
Distributions of net capital gain (i.e., the excess of net long-term capital
gain over net short-term capital loss) are taxable as long-term capital gain,
regardless of how long a shareholder has held shares in a Fund. Distributions of
net captial gain are not eligible for the dividends-received deduction referred
to above.    

     
Under 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 of net 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, generally
will not be taxable to the plan. Distributions from such plans will be

                                       57
<PAGE>

taxable to individual participants under applicable tax rules without regard to
the character of the income earned by the qualified plan.

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.
   
Under certain circumstances, if a Fund realizes losses (e.g., from fluctuations
in currency exchange rates) after paying a dividend, all or a portion of the
dividend may subsequently be characterized as a return of capital. Returns of
capital are generally nontaxable, but will reduce a shareholder's basis in
shares of a Fund. If that basis is reduced to zero (which could happen if the
shareholder does not reinvest distributions and returns of capital are
significant) any further returns of capital will be taxable as capital gain. See
"Dividends, Distributions and Taxes" in the Statement of Additional Information.
Shareholders will be advised annually as to the federal tax status of dividends
and capital gains and return of capital distributions made by a Fund for the
preceding year. Shareholders are urged to consult their tax advisers regarding
their own tax situation. Distributions by a Fund may be subject to state and
local taxes.    

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

PORTFOLIO TRANSACTIONS

Consistent with the Conduct Rules 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 International Premier
Growth Fund (1997), Alliance Worldwide Privatization Fund, Inc. (1994), Alliance
New Europe Fund, Inc. (1990), Alliance All-Asia Investment Fund, Inc. (1994),
Alliance Greater China '97 Fund (1997), Alliance Global Small Cap Fund, Inc.
(1966), Alliance Global Environment Fund, Inc. (1990), Alliance Utility Income
Fund, Inc. (1993), Alliance Growth and Income Fund, Inc. (1932), and Alliance
Real Estate Investment Fund, Inc. (1996). Each of the following Funds is either
a Massachusetts business trust or a series of a Massachusetts business trust
organized in the year indicated: Alliance Growth Fund (a series of The Alliance
Portfolios) (1987), and Alliance International Fund (1980). Prior to August 2,
1993, The Alliance Portfolios was known as The Equitable Funds and Growth Fund
was known as The Equitable Growth Fund.     
    
It is anticipated that annual shareholder meetings will not be held; shareholder
meetings will be held only when required by federal or state law. Shareholders
have available certain procedures for the removal of Directors.

    
A shareholder in a Fund will be entitled to share pro rata with other holders of
the same class of shares 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 policies than
those of the Funds, and additional classes of shares within the Funds. 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, C and Advisor Class
shares have identical voting, dividend, liquidation and other rights, except
that each class bears its own transfer agency expenses, each of Class A, Class B
and Class C shares of each Fund bears its own distribution expenses and Class B
shares and Advisor Class shares convert to Class A shares under certain
circumstances. Each class of shares of each Fund 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.

                                      58
<PAGE>
 
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, Real Estate Investment 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.     
    
Real Estate Investment Fund, Balanced Shares, 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's 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.





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."


                                       59

<PAGE>
 
================================================================================
ALLIANCE STOCK FUNDS 
SUBSCRIPTION APPLICATION
================================================================================

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

To Open Your New Alliance Account...

Please complete the application and mail it to:

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

For certified or overnight deliveries, send to:

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

Section 1   Your Account Registration 
(Required)

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

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

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

     --    Transfer on Death:

           o     Ensure that your state participates

     --    Trust/Other:

           o     Indicate the name of the entity exactly as it appeared on the
                 notice you received from the IRS when your Employer
                 Identification number was assigned.

Section 2   Your Address (Required) Complete in full.

     --    Non-Resident Alien:

           o     Indicate your permanent country of residence.

Section 3   Your Initial Investment (Required) 
    
For each Fund in which you are investing: (1) Write the three digit fund number
in the column titled 'Indicate three digit fund number located below'. (2) Write
the dollar amount of your initial purchase in the column titled 'Indicate dollar
amount'.     

(If you are eligible for a reduced sales charge, you must also complete Section
4F).  (3) Check off a distribution
<PAGE>
 
option for your dividends. (4) Check off a distribution option for your capital
gains. All distributions (dividends and capital gains) will be reinvested into
your fund account unless you direct otherwise. If you want distributions sent
directly to your bank account, then you must complete Section 4D and attach a
preprinted, voided check for that account. If you want your distributions sent
to a third party you must complete Section 4E.


Section 4   Your Shareholder Options (Complete only those options you want)

A.  Automatic Investment Plans (AIP) - You can make periodic investments into
any of your Alliance Funds in one of three ways.  First, by a periodic
withdrawal ($25 minimum) directly from your bank account and invested into an
Alliance Fund.  Second, you can direct your distributions (dividends and capital
gains) from one Alliance Fund into another Fund.  Or third, you can
automatically exchange monthly ($25 minimum) shares of one Alliance Fund for
shares of another Fund.  To elect one of these options, complete the appropriate
portion of Section 4A & 4D.  If more than one dividend direction or monthly
exchange is desired, please call our Literature Center to obtain a Shareholder
Account Services Options Form for completion.

B.  Telephone Transactions via EFT - Complete this option if you would like to
be able to transact via telephone between your fund account and your bank
account.

C.  Systematic Withdrawal Plans (SWP) - Complete this option if you wish to
periodically redeem dollars from one of your fund accounts.  Payments can be
made via Electronic Funds Transfer (EFT) to your bank account or by check.

D.  Bank Information - If you have elected any options that involve transactions
between your bank account and your fund account or have elected cash
distribution options and would like the payments sent to your bank account,
please tape a preprinted, voided check of the account you wish to use to this
section of the application.

E.  Third Party Payment Details - If you have chosen cash distributions and/or a
Systematic Withdrawal Plan and would like the payments sent to a person and/or
address other than those provided in section 1 or 2, complete this option.
Medallion Signature Guarantee  is required if your account is not maintained by
a broker dealer.

F.  Reduced Charges (Class A Only) - Complete if you would like to link fund
accounts that have combined balances that might exceed $100,000 so that future
purchases will receive discounts.  Complete if you intend to purchase over
$100,000 within 13 months.

Section 5   Shareholder Authorization (Required) 
All owners must sign. If it is a custodial, corporate, or trust account, the
custodian, an authorized officer, or the trustee respectively must sign.

If We Can Assist You In Any Way, Please Do Not Hesitate To Call Us At:  (800)
221-5672.

================================================================================
                     For Literature Call:  (800) 227-4618
================================================================================

<PAGE>
The Alliance Stock Funds Subscription Application 

<TABLE>
- --------------------------------------------------------------------------------------------------------------------------
1. YOUR ACCOUNT REGISTRATION (Please Print in Capital Letters and Mark Check Boxes Where Applicable)
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>  

|_|  Individual Account { |_| Male  |_| Female } --or--  Joint Account --or--

|_|  Transfer On Death { |_| Male  |_| Female } --or--  Gift/Transfer to a Minor

     |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
     Owner or Custodian (First Name)                                               (MI)          (Last Name)

     |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
     (First Name) Joint Owner*, Transfer On Death Beneficiary or Minor             (MI)          (Last Name)
     

     |_|_|_|-|_|_|-|_|_|_|_|                                                       If Uniform Gift/Transfer
     Social Security Number of Owner or Minor (required to open account)           to Minor Account:
                                                                                   |_| |_| Minor's State of Residence

     If Joint Tenants Account: *The Account will be registered
     "Joint Tenants with right of Survivorship" unless you indicate
     otherwise below:

     |_| In Common     |_| By Entirety     |_| Community Property

|_| Trust --or--  |_| Corporation --or--  |_| Other_____________________________

     |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
     Name of Trustee if applicable (First Name)                                    (MI)          (Last Name)

     |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
     Name of Trust or Corporation or Other Entity

     |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
     Name of Trust or Corporation or Other Entity continued

     |_|_|_|_|_|_|_|_|                                                |_|_|_|_|_|_|_|_|_|
     Trust Dated (MM,DD,YYYY)                                         Tax ID Number (required to open account)

                                                                      |_| Employer ID Number --or--  |_| Social Security
                                                                                                         Number

- --------------------------------------------------------------------------------------------------------------------------
2. YOUR ADDRESS
- --------------------------------------------------------------------------------------------------------------------------

     |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|     |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
     Street Number                       Street Name

     |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|     |_|_|   |_|_|_|_|_|
     City                                                                                              State   Zip code

     |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|       |_|_|_|  -  |_|_|_|  -  |_|_|_|_|
     If Non-U.S., Specify Country                                                        Daytime Phone Number

     |_| U.S. Citizen    |_| Resident Alien    |_| Non-Resident Alien    
</TABLE>


                                                       Alliance Capital[LOGO](R)

80841GEN-TASFApp=P1


                                       1
<PAGE>
 
<TABLE>    
- --------------------------------------------------------------------------------------------------------------------------
3. Your Initial Investment   The minimum investment is $250 per fund.
                             The maximum investment in Class B is $250,000; Class C is $1,000,000.   
- --------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>  
I hereby subscribe for shares of the following Alliance Stock Fund(s) and elect distribution options as indicated.

                                                  Dividend and Capital Gain Distribution Options:   

                                                  R    Reinvest distributions into my fund account.    
                                                  -    ----------------------
       
- ------------------------------------------        C    Send my distributions in cash to the address I have provided in 
  Broker/Dealer Use Only: Wire Confirm #          -    -----------------------------
          |_|_|_|_|_|_|_|_|                            Section 2. (Complete Section 4D for direct deposit to your bank  
- ------------------------------------------             account. Complete Section 4E for payment to a third party)      
                                                  
                                                  D    Direct my distributions to another Alliance Fund. Complete the   
                                                  -    ------------------------------------------------
                                                       appropriate portion of Section 4A to direct your distributions   
                                                       (dividends and capital gains) to another Alliance Fund (the $250 
                                                       minimum investment requirement applies to Funds into which       
                                                       distributions are directed).                                      

- -------------   ==============   ========================   =============================
                Indicate three                                  Distributions Options
                  digit Fund                                        *Check One*
                number located    Indicate Dollar Amount    =============================
                    below                                   Dividends      Captital Gains
  Make all      ==============   ========================   =============================
   checks*
 payable to:       |_|_|_|        $                          R  C  D         R   C   D   
  Alliance                                                                               
  --------         |_|_|_|        $                          R  C  D         R   C   D   
    Funds                                                                                
    -----          |_|_|_|        $                          R  C  D         R   C   D   
- -------------                                                                            
                   |_|_|_|        $                          R  C  D         R   C   D   

==========================
   Total Investment               $                                         
==========================                                                                           
*Cash and money orders are not accepted
- --------------------------------------------------------------------------------------------------------------------------
Alliance Stock Fund Names and Numbers
- --------------------------------------------------------------------------------------------------------------------------
                                                     =============      ==============      =================
                                                                          Contingent   
                                                     Initial Sales      Deferred Sales      Asset-Based Sales
                                                        Charge              Charge               Charge
                                                           A                  B                    C
                                                     =============      ==============      =================

Domestic       The Alliance Fund                          044                043                  344
               Growth Fund                                031                001                  331
               Premier Growth Fund                        078                079                  378
               Technology Fund                            082                282                  382
               Quasar Fund                                026                029                  326

Global         International Fund                         040                041                  340
               International Premier Growth               179                279                  379
               Worldwide Privatization Fund               112                212                  312
               New Europe Fund                            062                058                  362
               All-Asia Investment Fund                   118                218                  318
               Alliance Greater China '97 Fund            160                260                  360
               Global Small Cap Fund                      045                048                  345
               Global Environment Fund                    181                281                  381
                                     
Total Return   Balanced Shares                            096                075                  396
               Utility Income Fund                        009                209                  309
               Real Estate Investment Fund                110                210                  310
               Growth & Income Fund                       094                074                  394
</TABLE>     

80841GEN-TASFApp-P2

                                       2
<PAGE>
 
<TABLE>
- --------------------------------------------------------------------------------------------------------------------------
4. Your Shareholder Options
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>  
A. Automatic Investment Plans (AIP)

|_|  Withdraw From My Bank Account Via EFT*

     I authorize Alliance to draw on my bank account for investment in my fund account(s) as indicated below 
     (Complete Section 4D also for the bank account you wish to use).

     1-  |_|_|_|         |_|_|_|_|                  |_|_| , |_|_|_| .00      |_|
         Fund Number     Beginning Date (MM,DD)     Amount ($25 minimum)     Frequency
                                                                                               Frequency:
     2-  |_|_|_|         |_|_|_|_|                  |_|_| , |_|_|_| .00      |_|               M = monthly
         Fund Number     Beginning Date (MM,DD)     Amount ($25 minimum)     Frequency         Q = quarterly
                                                                                               A = Annually
     3-  |_|_|_|         |_|_|_|_|                  |_|_| , |_|_|_| .00      |_|            
         Fund Number     Beginning Date (MM,DD)     Amount ($25 minimum)     Frequency

     *Electronic Funds Transfer. Your bank must be a member of the National Automated Clearing House Association (NACHA)

|_|  Direct My Distributions

     As indicated in Section 3, I would like my dividends and/or capital gains directed to the same class of shares of
     another Alliance Fund.

     FROM:     |_|_|_|         |_|_|_|_|_|_|_|_|_|_| - |_|
               Fund Number     Account Number (if existing)

     TO  :     |_|_|_|         |_|_|_|_|_|_|_|_|_|_| - |_|
               Fund Number     Account Number (if existing)

|_|  Exchange My Shares Monthly

     I authorize Alliance to transact monthly exchanges, within the same class of shares, between my fund accounts as
     listed below.

     FROM:     |_|_|_|         |_|_|_|_|_|_|_|_|_|_| - |_|
               Fund Number     Account Number (if existing)

               |_|_| , |_|_|_| .00     |_|_|
               Amount ($25 minimum)    Day of Exchange**

     TO  :     |_|_|_|         |_|_|_|_|_|_|_|_|_|_| - |_|
               Fund Number     Account Number (if existing)

     **Shares exchanged will be redeemed at the net asset value on the "Day of Exchange" (If the "Day of Exchange" is not a
     fund business day, the exchange transaction will be processed on the next fund business day). The exchange privilege is not 
     available if stock certificates have been issued.

B. Purchases and Redemptions Via EFT

     You can call our toll-free number 1-800-221-5672 and instruct Alliance Fund Services, Inc. in a recorded conversation
     to purchase, redeem or exchange shares for your account. Purchase and redemption requests will be processed via 
     electronic funds transfer (EFT) to and from your bank account.

Instructions:  o    Review the information in the Prospectus about telephone transaction services.

               o    If you select the telephone purchase or redemption privilege, you must write "VOID" across the face of 
                    a check from the bank account you wish to use and attach it to Section 4D of this application.

|_|  Purchases and Redemptions via EFT

     I hereby authorize Alliance Fund Services, Inc. to effect the purchase and/or redemption of Fund shares for my account
     according to my telephone instructions or telephone instructions from my Broker/Agent, and to withdraw money or credit
     money for such shares via EFT from the bank account I have selected.

   
- --------------------------------------------------------------------------------------------------------------------------
     For shares recently purchased by check or electronic funds transfer, redemption proceeds will not be made available
     until the Fund is reasonably assured that the check or electronic funds transfer has been collected, normally 15
     calendar days after the purchase date.
- --------------------------------------------------------------------------------------------------------------------------
    
</TABLE>


                                       3
<PAGE>
 
 4. Your Shareholder Options (CONTINUED)

C.  Systematic Withdrawal Plans (SWP)
       In order to establish a SWP, you must reinvest all dividends and capital
       gains.

       [_]  I authorize Alliance to transact periodic redemptions from my fund
            account and send the proceeds to me as indicated below.
<TABLE> 
<S>       <C>                 <C>                     <C>                           <C>               <C> 
            1-   [_] [_] [_]   [_] [_] [_] [_]          [_] [_],[_] [_] [_].00        [_]      
                 Fund Number   Beginning Date (MM,DD)   Amount ($25 minimum)          Frequency 
                                                                                                        Frequency:
            2-   [_] [_] [_]   [_] [_] [_] [_]          [_] [_],[_] [_] [_].00        [_]               M = monthly
                 Fund Number   Beginning Date (MM,DD)   Amount ($25 minimum)          Frequency         Q = quarterly  
                                                                                                        A = annually

            3-   [_] [_] [_]   [_] [_] [_] [_]          [_] [_],[_] [_] [_].00        [_]              
                 Fund Number   Beginning Date (MM,DD)   Amount ($25 minimum)          Frequency                       

</TABLE> 
Please send my SWP proceeds to:

      [_]  My Address of Record (via check) 

      [_]  The Payee and address specified in section 4E (via check)(Medallion
           Signature Guarantee required)

      [_]  My checking account-via EFT (complete section 4D) Your bank must be a
           member of the National Automated Clearing House Association (NACHA)
           in order for you to receive SWP proceeds directly into your bank
           account. Otherwise payment will be made by check

D. Bank Information This bank account information will be used for:

      [_]  Distributions (Section 3)            [_] Telephone Transactions 
                                                     (Section 4B)

      [_]  Automatic Investments (Section 4A)   [_] Withdrawals (Section 4C)


Please Tape a Pre-printed Voided Check Here*

                                                       103
J. Smith
123 Main Street
ANYTOWN, USA  12345                                     ____ 19 __


 Pay to the
 Order of ________________________________________$ _______________

____________________________________________________________Dollars

YOUR BANK
123 STREET
ANYTOWN, USA  12345                 VOID


Note ___________________________    _______________________________
   :000000000:103         000000000:765

ABA Routing Number  Check   Bank Account Number
                    Number

* The above services cannot be established without a pre-printed voided check.

For EFT transactions, the fund requires signatures of bank account owners
exactly as they appear on bank records. If the registration at the bank differs
from that on the Alliance mutual fund, all parties must sign in Section 5.


[_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_]
Your Bank's ABA Routing Number       Your Bank Account Number

[_] Checking Account        [_] Savings Account

80887GEN-TASFApp-Advisor-P4

                                       4

<PAGE>
<TABLE>
- --------------------------------------------------------------------------------------------------------------------------
4.   YOUR SHAREHOLDER OPTIONS(CONTINUED)
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>
E.   THIRD PARTY PAYMENT DETAILS  Your signautre(s) in Section 5 must be Medallion Signature Guaranteed if your account is
     not maintained by a dealer/broker. This third party payee information will be used for:


                     |_|  Distributions (section 3)             |_|  Systematic Withdrawals (section 4C)

     |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|  |_|   |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_||_|_|_|_|
     Name (First Name)                                          (MI)  (Last Name)

     |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|     |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|
     Street Number                       Street Name

     |_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|_|     |_|_|   |_|_|_|_|_|
     City                                                                                              State   Zip code
    
F.   REDUCED CHARGES (CLASS A ONLY)  If you, your spouse or minor children own shares in other Alliance Funds, you may be eligible 
     for a reduced sales charge. Please complete the Right of Accumulation section or the Statement of Intent section.     

     [ ]        A. RIGHT OF ACCUMULATION
                Please link the tax identification numbers or account numbers listed below for Right of Accumulation privilieges, so
                that this and future purchases will receive any discount for which they are eligible. 
                
                |_________________________________|   |_________________________________|  |_________________________________| 
                Tax ID or Account Number              Tax ID or Account Number             Tax ID or Account Number

     [ ]        B. STATEMENT OF INTENT
                I want to reduce my sales charge by agreeing to invest the following amount over a 13-month period.

                |_|     $100,000         |_|     $250,000          |_|     $500,000          |_|     $1,000,000

                If the full amount indicated is not purchased within 13 months, I understand that an additional sales charge must be
                paid from my account.

- --------------------------------------------------------------------------------------------------------------------------
     DEALER/AGENT AUTHORIZATION -- For selected Dealers or Agents ONLY.
- --------------------------------------------------------------------------------------------------------------------------

We hereby authorize Alliance Fund Services, Inc. to act as our agent in connection with transactions under this 
authorization form; and we guarantee the signature(s) set forth in Section 5, as well as the legal capacity of 
the shareholder.

|_____________________________________________________________|   |_______________________________________________________|
  Dealer/Agent Firm                                                  Authorized Signature


|________________________________________________________| |__|   |_______________________________________________________|
  Representative First Name                                 MI       Last Name


|_____________________________________________________________|   |_______________________________________________________|
  Dealer/Agent Firm Number                                           Representative Number


|_____________________________________________________________|   |_______________________________________________________|
  Branch Number                                                      Branch Telephone Number


|_____________________________________________________________|   |_______________________________________________________|
  Branch Office Address


|_____________________________________________________________|   |_||_|  |_______________________________________________|
   City                                                            State     Zip Code
</TABLE>


                                        5
<PAGE>
- --------------------------------------------------------------------------------
5.   SHAREHOLDER AUTHORIZATION -- This section MUST be completed
                                               ----
- --------------------------------------------------------------------------------

     Telephone Exchanges and Redemptions by Check

     Unless I have checked one or both boxes below, these privileges will
     automatically apply, and by signing this application, I hereby authorize
     Alliance Fund Services, Inc. to act on my telephone instructions, or on
     telephone instructions from any person representing himself to be an
     authorized employee of an investment dealer or agent requesting a
     redemption or exchange on my behalf. (NOTE: Telephone exchanges may only be
     processed between accounts that have identical registrations.) Telephone
     redemption checks will only be mailed to the name and address of record;
     and the address must not have changed within the last 30 days. The maximum
     telephone redemption amount is $50,000 for redemptions by check.

     |_| I do not elect the telephone exchange service.

     |_| I do not elect the telephone redemption by check service.

     By selecting any of the above telephone privileges, I agree that neither
     the Fund nor Alliance, Alliance Fund Distributors, Inc., Alliance Fund
     Services, Inc. or other Fund Agent will be liable for any loss, injury,
     damage or expense as a result of acting upon telephone instructions
     purporting to be on my behalf, that the Fund reasonably believes to be
     genuine, and that neither the Fund nor any such party will be responsible
     for the authenticity of such telephone instructions. I understand that any
     or all of these privileges may be discontinued by me or the Fund at any
     time. I understand and agree that the Fund reserves the right to refuse any
     telephone instructions and that my investment dealer or agent reserves the
     right to refuse to issue any telephone instructions I may request.

     For non-residents only: Under penalties of perjury, I certify that to the
     best of my knowledge and belief, I qualify as a foreign person as indicated
     in Section 2.

     I am of legal age and capacity and have received and read the Prospectus
     and agree to its terms.

     I CERTIFY UNDER PENALTY OF PERJURY THAT THE NUMBER SHOWN IN SECTION 1 OF
     THIS FORM IS MY CORRECT TAX IDENTIFICATION NUMBER OR I AM WAITING FOR A
     NUMBER TO BE ISSUED TO ME AND THAT I HAVE NOT BEEN NOTIFIED THAT THIS
     ACCOUNT IS SUBJECT TO BACKUP WITHHOLDING.

     THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION
     OF THIS DOCUMENT OTHER THAN THE CERTIFICATION REQUIRED TO AVOID BACKUP
     WITHHOLDING.

- ----------------------------------------------------   -------------------------
|                                                  |   |                       |
- ----------------------------------------------------   -------------------------
         Signature                                               Date



- ----------------------------------------------------   -------------------------
|                                                  |   |                       |
- ----------------------------------------------------   -------------------------
         Signature                                               Date


- ----------------------------------------------
Medallion Signature Guarantee required if
completing Section 4E and your mutual fund is
not maintained by a broker dealer





                                                         Alliance Capital [LOGO]

80841GEN-TASFApp-P6
                                        6

















































                               C-5



<PAGE>


<PAGE>
 
                                 The Alliance 
- --------------------------------------------------------------------------------
                                  Stock Funds
- --------------------------------------------------------------------------------
                       c/o Alliance Fund Services, Inc.
                P.O. Box 1520, Secaucus, New Jersey 07096-1520
                           Toll Free (800) 221-5672
                   For Literature: Toll Free (800) 227-4618

                          Prospectus and Application
                                 Advisor Class
                               November 2, 1998     

Domestic Stock Funds                      Global Stock Funds          
                                                                      
- -The Alliance Fund                        -Alliance International Fund
- -Alliance Growth Fund                                                 
- -Alliance Premier Growth Fund             -Alliance International     
- -Alliance Technology Fund                   Premier Growth Fund       
- -Alliance Quasar Fund                     -Alliance Worldwide         
                                            Privatization Fund        
                                          -Alliance New Europe Fund   
                                          -Alliance All-Asia Investment
                                            Fund                      
                                                                      
                                          -Alliance Greater China '97 
                                            Fund                      
                                          -Alliance Global Small Cap  
                                            Fund                      
                                          -Alliance Global            
                                            Environment Fund           
                             
                             

              Total Return Funds
                  
              -Alliance Balanced Shares
              -Alliance Utility Income Fund     
              -Alliance Growth and Income Fund
              -Alliance Real Estate Investment Fund

<TABLE>
<CAPTION>    
 
Table of Contents                                                       Page
                                                               
<S>                                                                     <C>
The Funds at a Glance.................................................     2
Expense Information...................................................     4
Financial Highlights..................................................     7
Glossary..............................................................    11
Description of the Funds..............................................    12
     Investment Objectives and Policies...............................    12
     Additional Investment Practices..................................    24
     Certain Fundamental Investment Policies..........................    31
     Risk Considerations..............................................    34
Purchase and Sale of Shares...........................................    41
Management of the Funds...............................................    43
Dividends, Distributions and Taxes....................................    47
Conversion Feature....................................................    48
General Information...................................................    48
</TABLE>     

                                    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 call the "For Literature" telephone number shown above.

This Prospectus offers the Advisor Class shares of each Fund which may be
purchased at net asset value without any initial or contingent deferred sales
charges and without ongoing distribution expenses. Advisor Class shares are
offered solely to (i) investors participating in fee-based programs meeting
certain standards established by Alliance Fund Distributors, Inc., each Fund's
principal underwriter, (ii) participants in self-directed defined contribution
employee benefit plans (e.g., 401(k) plans) that meet certain minimum standards
and (iii) certain other categories of investors described in the Prospectus,
including investment advisory clients of, and certain other persons associated
with, Alliance Capital Management L.P. and its affiliates or the Funds. 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)
                                              Investing 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 more than 120 mutual funds. Since 1971, Alliance
has earned a reputation as a leader in the investment world with over $262
billion in assets under management as of June 30, 1998. Alliance provides
investment management services to employee benefit plans for 32 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 diversified portfolio of equity securities that,
in the judgment of Alliance, are likely to achieve superior earnings growth.
Normally, approximately 40-50 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.     

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.

    
International Premier Growth Fund
Seeks . . . Long-term capital appreciation.
Invests Principally in . . . A diversified portfolio of equity securities of a
limited number of large, carefully selected, high-quality non-U.S. companies
that are judged likely to achieve superior earnings growth.     

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.
    
Greater China '97 Fund
Seeks . . . Long-term capital appreciation. 
Invests Principally in . . . A non-diversified portfolio of equity securities of
Greater China 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.

Global Environment Fund
Seeks . . . Long-term capital appreciation.

                                       2
<PAGE>
 
Invests Principally in . . . A non-diversified portfolio of equity securities of
companies expected to benefit from advances or improvements in products,
processes or services intended to foster the protection of the environment.

Total Return Funds
    
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.

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.

Real Estate Investment Fund
Seeks . . . Total return on its assets from long-term growth of capital and from
income.

Invests Principally in . . . A diversified portfolio of equity securities of
issuers that are primarily engaged in or related to the real estate industry.

Distributions . . .
    
Balanced Shares, Utility Income Fund, Growth and Income Fund and Real Estate
Investment Fund intend to make distributions quarterly to shareholders. These
distributions may include ordinary income and capital gain (each of which is
taxable) and a return of capital (which is generally nontaxable). See
"Dividends, Distributions and Taxes."     

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. An investment in the Real Estate
Investment Fund is subject to certain risks associated with the direct ownership
of real estate in general, including possible declines in the value of real
estate, general and local economic conditions, environmental problems and
changes in interest rates. Investments by Greater China '97 Fund in Greater
China companies entail certain risks which are different from, and in certain
cases, greater than, risks associated with investments in other international
markets. These risks are fully discussed in this Prospectus.     

Getting Started . . .
Shares of the Funds are available through your financial representative. Each
Fund offers multiple classes of shares, of which only the Advisor Class is
offered by this Prospectus. Advisor Class shares may be purchased at net asset
value without any initial or contingent deferred sales charges and are not
subject to ongoing distribution expenses. Advisor Class shares may be purchased
and held solely (i) through accounts established under a fee-based program,
sponsored and maintained by a registered broker-dealer or other financial
intermediary and approved by Alliance Fund Distributors, Inc. ("AFD"), each
Fund's principal underwriter, (ii) through a self-directed defined contribution
employee benefit plan (e.g., a 401(k) plan) that has at least 1,000 participants
or $25 million in assets, (iii) by investment advisory clients of, and certain
other persons associated with, Alliance and its affiliates or the Funds, and
(iv) through registered investment advisers or other financial intermediaries
who charge a management, consulting or other fee for their service and who
purchase shares through a broker or agent approved by AFD and clients of such
registered investment advisers or financial intermediaries whose accounts are
linked to the master account of such investment adviser or financial
intermediary on the books of such approved broker or agent. A shareholder's
Advisor Class shares will automatically convert to Class A shares of the same
Fund under certain circumstances. See "Conversion Feature--Conversion to Class A
Shares." Generally, a fee-based program must charge an asset-based or other
similar fee and must invest at least $250,000 in Advisor Class shares of each
Fund in which the program invests in order to be approved by AFD for investment
in Advisor Class shares. For more detailed information about who may purchase
and hold Advisor Class shares see the Statement of Additional Information. Fee-
based and other programs through which Advisor Class shares may be purchased may
impose different requirements with respect to investment in Advisor Class shares
than described above. For detailed information about purchasing and selling
shares, see "Purchase and Sale of Shares."

                                                                     ALLIANCE(R)
                                              Investing 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 the Advisor Class shares of each Fund and estimated annual
expenses for Advisor Class 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 Advisor Class shares for the periods
specified.


                                                            Advisor Class Shares
                                                            --------------------
    Maximum sales charge imposed on purchases..............             None
    Sales charge imposed on dividend reinvestments.........             None
    Deferred sales charge..................................             None
    Exchange fee...........................................             None
- --------------------------------------------------------------------------------

<TABLE>    
<CAPTION>
              Operating Expenses                                     Examples
    ----------------------------------------          -------------------------------------------
    Alliance Fund             Advisor Class                                         Advisor Class
                              --------------                                        -------------
    <S>                     <C>                     <C>                           <C> 
    Management fees                   .68%            After 1 year                         $  8
    12b-1 fees                       None             After 3 years                        $ 26
    Other expenses (a)                .15%            After 5 years                        $ 46
                                     ----             After 10 years                       $103  
    Total fund                                        
      operating expenses (b)          .83%      
                                      ===       
                                              
    Growth Fund               Advisor Class                                         Advisor Class
                              -------------                                         -------------
    Management fees                   .74%            After 1 year                         $ 10
    12b-1 fees                       None             After 3 years                        $ 31
    Other expenses (a)                .24%            After 5 years                        $ 54
                                     ----             After 10 years                       $120 
    Total fund                                        
      operating expenses (b)          .98%            
                                     ====                                                               

    Premier Growth Fund       Advisor Class                                         Advisor Class
                              -------------                                         -------------                         
    Management fees                  1.00%            After 1 year                         $ 13
    12b-1 fees                       None             After 3 years                        $ 40
    Other expenses (a)                .25%            After 5 years                        $ 69
                                     ----             After 10 years                       $151 
    Total fund                                        
      operating expenses (b)         1.25%      
                                     ====                                              

    Technology Fund           Advisor Class                                         Advisor Class
                              -------------                                         -------------                          
    Management fees (f)              1.04%            After 1 year                         $ 14
    12b-1 fees                       None             After 3 years                        $ 44
    Other expenses (a)                .35%            After 5 years                        $ 76
                                     ----             After 10 years                       $167 
    Total fund                                        
      operating expenses (b)         1.39%      
                                     ====                                              
                                              
    Quasar Fund               Advisor Class                                         Advisor Class
                              -------------                                         -------------
                                              
    Management fees (f)              1.16%            After 1 year                         $ 16
    12b-1 fees                       None             After 3 years                        $ 50
    Other expenses (a)                .42%            After 5 years                        $ 86
                                     ----
    Total fund                                  
      operating expenses (b)         1.58%      
                                     ====     

    International Fund        Advisor Class                                         Advisor Class
                              -------------                                         -------------
    Management fees                             
       (after waiver) (c)(f)          .85%            After 1 year                         $ 15
    12b-1 fees                       None             After 3 years                        $ 46
    Other expenses (a)                .62%            After 5 years                        $ 80
                                     ----             After 10 years                       $176  
    Total fund                                        
      operating expenses (b) (e)     1.47%      
                                     ====      
    International Premier                       
    Growth Fund               Advisor Class                                         Advisor Class
                              -------------                                         -------------
    Management fees (g)              1.00%          After 1 year                          $ 22
    12b-1 fees                       None           After 3 years                         $ 69
    Other expenses (a)               1.20%          After 5 years                         $118
                                     ----           After 10 years                        $253 
    Total fund                                      
      operating expenses (b)(e)      2.20%        
                                     ====
</TABLE>     

- --------------------------------------------------------------------------------
Please refer to the footnotes and the discussion following these tables on page
6.


 

                                       4
<PAGE>
 
<TABLE>    
<CAPTION>
           Operating Expenses                                          Examples
- ----------------------------------------------        -------------------------------------------
Worldwide Privatization Fund     Advisor Class                                      Advisor Class
                                 -------------                                      -------------
<S>                             <C>                 <C>                            <C> 
  Management fees                    1.00%            After 1 year                        $ 15
  12b-1 fees                         None             After 3 years                       $ 46
  Other expenses (a)                  .45%            After 5 years                       $ 79
                                     ----             After 10 years                      $174 
  Total fund                                          
    operating expenses (b)           1.45%
                                     ====

New Europe Fund                  Advisor Class                                      Advisor Class
                                 -------------                                      -------------
  Management fees                    1.02%            After 1 year                        $ 16
  12b-1 fees                         None             After 3 years                       $ 49
  Other expenses (a)                  .52%            After 5 years                       $ 84
                                     ----             After 10 years                      $183 
  Total fund                                          
    operating expenses (b)           1.54%
                                     ====

All-Asia Investment Fund         Advisor Class                                      Advisor Class
                                 -------------                                      -------------
  Management fees
    (after waiver) (c)                .65%            After 1 year                        $ 18
  12b-1 fees                         None             After 3 years                       $ 56
  Other expenses                                      After 5 years                       $ 96
    Administration fees                               After 10 years                      $209
      (after waiver) (d)              .00%
    Other operating expenses (a)     1.13%
                                     ----
  Total fund
    operating expenses (b) (e)       1.78%
                                     ====

Greater China '97 Fund           Advisor Class                                      Advisor Class
                                 -------------                                      -------------

  Management fees                    1.00%            After 1 year                        $ 22
  12b-1 fees                         None             After 3 years                       $ 69
  Other expenses (a)                 1.20%            After 5 years                       $118
                                     ----             After 10 years                      $253 
  Total fund                                          
     operating expenses (b) (e)      2.20%
                                     ====

Global Small Cap Fund            Advisor Class                                      Advisor Class
                                 -------------                                      -------------

  Management fees                    1.00%            After 1 year                        $ 19
  12b-1 fees                         None             After 3 years                       $ 58
  Other expenses (a)                  .84%            After 5 years                       $100
                                     ----             After 10 years                      $216   
  Total fund                                          
    operating expenses (b)           1.84%
                                     ====

Global Environment Fund          Advisor Class                                      Advisor Class
                                 -------------                                      -------------

  Management fees                    1.10%            After 1 year                        $ 24
  12b-1 fees                         None             After 3 years                       $ 75
  Other expenses (a)                 1.29%            After 5 years                       $128
                                     ----             After 10 years                      $273 
  Total fund                                          
    operating expenses (b)           2.39%
                                     ====

Balanced Shares                  Advisor Class                                       Advisor Class
                                 -------------                                       -------------
  Management fees                     .63%            After 1 year                        $ 11
  12b-1 fees                         None             After 3 years                       $ 33
  Other expenses (a)                  .42%            After 5 years                       $ 58
                                     ----             After 10 years                      $128 
  Total fund                                          
    operating expenses (b)           1.05%
                                     ====
</TABLE>     

                                       5
<PAGE>
 
<TABLE>     
<CAPTION> 

           Operating Expenses                                       Examples
- -------------------------------------------         --------------------------------------------
Utility Income Fund           Advisor Class                                        Advisor Class
                              -------------                                        -------------
<S>                         <C>                   <C>                            <C> 
  Management fees
    (after waiver) (c)                .00%          After 1 year                         $ 12
  12b-1 fees                         None           After 3 years                        $ 38
  Other expenses (a)                 1.20%          After 5 years                        $ 66
                                     ----           After 10 years                       $145 
  Total fund                                        
    operating expenses (b) (e)       1.20%
                                     ====

Growth and Income Fund        Advisor Class                                        Advisor Class
                              -------------                                        -------------
  Management fees                     .49%          After 1 year                         $  7
  12b-1 fees                         None           After 3 years                        $ 23
  Other expenses (a)                  .22%          After 5 years                        $ 40
                                     ----           After 10 years                       $ 88 
  Total fund                                        
    operating expenses (b)            .71%
                                     ====

Real Estate Investment Fund   Advisor Class                                        Advisor Class
                              -------------                                        -------------
  Management fees                     .90%          After 1 year                         $ 13
  12b-1 fees                         None           After 3 years                        $ 40
  Other expenses (a)                  .35%          After 5 years                        $ 69
                                     ----           After 10 years                       $151
  Total fund                                        
    operating expenses (b)           1.25%
                                     ====
</TABLE>      

    
- --------------------------------------------------------------------------------
(a) These expenses include a transfer agency fee payable to Alliance Fund
    Services, Inc., an affiliate of Alliance. The expenses shown include the
    application of credits that reduce Fund expenses.
(b) The expense information does not reflect any charges or expenses imposed by
    your financial representative or your employee benefit plan. 
(c) Net of voluntary fee waiver. In the absence of such waiver, management fees
    would be 1.00% for All-Asia Investment Fund,.75% for Utility Income Fund and
    1.00% for International Fund.
(d) Net of voluntary fee waiver. Absent such fee waiver, administration fees
    would have been .15%. Reflects the fees payable by All-Asia Investment Fund
    to Alliance pursuant to an administration agreement.
(e) Net of voluntary fee waivers and expense reimbursements. Absent such waivers
    and/or reimbursements, total fund operating expenses would have been as
    follows:     

    
         All-Asia Investment Fund              International Premier Growth Fund
           Advisor Class        2.28%             Advisor Class     8.36%

         International Fund                    Utility Income Fund
           Advisor Class        1.62%             Advisor Class     3.29%

         Greater China '97 Fund
           Advisor Class       18.13%                                         
    
(f) Calculated based on average daily net assets. Maximum contractual rate,
    based on quarter-end net assets, is 1.00% for International Fund, Quasar
    Fund and Technology Fund.     
    
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. "Management fees" for All-Asia Investment Fund and "Administration
fees" for All-Asia Investment Fund have been restated to reflect current
voluntary fee waivers. "Other Expenses" for Global Environment Fund and
International Premier Growth Fund are based on estimated amounts for its current
fiscal year. 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
future expenses; actual expenses may be greater or less than those shown.     

                                       6
<PAGE>
 
- --------------------------------------------------------------------------------
                             Financial Highlights
- --------------------------------------------------------------------------------

    
The tables on the following pages present per share income and capital changes
for an Advisor Class share outstanding throughout each period indicated. Except
as otherwise indicated, information for Alliance Fund, Growth Fund, Premier
Growth Fund, Balanced Shares, Utility Income Fund, Worldwide Privatization Fund,
International Premier Growth Fund and Growth and Income Fund has been audited
by PricewaterhouseCoopers LLP, the independent accountants for each such Fund,
and for All-Asia Investment Fund,  Technology Fund, Quasar Fund, International
Fund, New Europe Fund, Greater China '97 Fund, Global Small Cap Fund and Real
Estate Investment Fund by Ernst & Young LLP, the independent auditors for each
such Fund.  A report of PricewaterhouseCoopers LLP or Ernst & Young LLP, as the
case may be, on the information with respect to each Fund, 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 "For 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   
                                            Beginning Of           Net Investment           Gain (Loss) On          Net Asset Value 
  Fiscal Year or Period                       Period                Income (Loss)            Investments            From Operations 
  ---------------------                     ------------           --------------           --------------          ---------------

<S>                                   <C>                      <C>                      <C>                     <C> 
Alliance Fund
  Advisor Class
  12/1/97 to 5/31/98++                      $    8.69                   0.00(b)              $     .48                $     .48 
  Year ended 11/30/97                            7.71                   (.02)(b)                  2.10                     2.08 
  10/2/96+ to 11/30/96                           6.99                   0.00                       .72                      .72 

Growth Fund                                  
  Advisor Class                                
  11/1/97 to 4/30/98++                      $   44.08               $    .12(b)              $    7.50                $    7.62 
  Year ended 10/31/97                           34.91                   (.05)(b)                 10.25                    10.20 
  10/2/96+ to 10/31/96                          34.14                   0.00(b)                    .77                      .77 

Premier Growth Fund                                                                                                           
  Advisor Class                                                                                                                 
  12/1/97 to- 5/31/98++                     $   22.10               $   (.02)(b)             $    4.74                $    4.72 
  Year ended 11/30/97                           17.99                   (.06)(b)                  5.25                     5.19 
  10/2/96+ to 11/30/96                          15.94                   (.01)(b)                  2.06                     2.05 

Technology Fund                              
  Advisor Class                                
  12/1/97 to 5/31/98++                      $   54.63               $   (.21)(b)             $    6.92                $    6.71 
  Year ended 11/30/97                           51.17                   (.45)(b)                  4.33                     3.88 
  10/2/96+ to 11/30/96                          47.32                   (.05)(b)                  3.90                     3.85 

Quasar Fund                                                                                                                   
  Advisor Class                                                                                                                 
  10/1/97 to 3/31/98++                      $   30.42               $   (.06)(b)             $    2.37                $    2.31 
  10/2/96+ to 9/30/97                           27.82                   (.17)(b)                  6.88                     6.71 
  
International Fund                           
  Advisor Class                                
  Year ended 6/30/98                        $   18.67               $    .02(b)(c)           $    1.13                $    1.15 
  10/2/96+ to 6/30/97                           17.96                    .16(b)                   1.78                     1.94 

International Premier Growth Fund                                                                                      
  Advisor Class                                                                                                                 
  3/31/98+ to 5/31/98++                     $   10.00               $    .06(b)(c)           $     .29                $     .35 
  
Worldwide Privatization Fund                                                                                                  
  Advisor Class                                                                                                                 
  Year ended 6/30/98                        $   13.23               $    .19(b)              $     .80                $     .99 
  10/2/96+ to 6/30/97                           12.14                    .18(b)                   2.52                     2.70 

New Europe Fund                              
  Advisor Class                                
  Year ended 7/31/98                        $   18.57               $    .08(b)              $    5.28                $    5.36 
  10/2/96+ to 7/31/97                           16.25                    .11(b)                   3.76                     3.87 

All-Asia Investment Fund                                                                                                      
  Advisor Class                                                                                                                 
  11/1/97 to 4/30/98++                      $    7.56               $   (.06)(b)(c)          $    (.25)               $    (.31)
  Year ended 10/31/97                           11.04                   (.15)(b)(c)              (2.99)                   (3.14)
  10/2/96+ to 10/31/96                          11.65                   0.00(c)                   (.61)                    (.61)

Greater China '97 Fund                                                                                                        
  Advisor Class                                                                                                                 
  9/3/97+ to 7/31/98                        $   10.00               $    .10(b)(c)           $   (5.18)               $   (5.08)
  
Global Small Cap Fund                                                                                                         
  Advisor Class                                                                                                                 
  Year ended 7/31/98                        $   12.89               $   (.07)(b)             $     .37                $     .30 
  10/2/96+ to 7/31/97                           12.56                   (.08)(b)                  1.97                     1.89 

Global Environment                           
  12/29/97+ to 4/30/98                      $    9.15               $   (.10)(b)             $    1.83                $    1.73 
  
Balanced Shares                                                                                                               
  Advisor Class                                                                                                                 
  Year ended 7/31/98                        $   16.17               $    .37(b)              $    1.87                $    2.24 
  10/2/96+ to 7/31/97                           14.79                    .23                      3.22                     3.45 

Utility Income Fund                                                                                                           
  Advisor Class                                                                                                                 
  12/1/97 to 5/31/98++                      $   12.49               $    .17(b)(c)           $    1.40                $    1.57 
  Year ended 11/30/97                           10.59                    .36(b)(c)                2.04                     2.40 
  10/2/96+ to 11/30/96                           9.95                    .03(b)(c)                 .61                      .64 

Growth and Income Fund                                                                                                        
  Advisor Class                                                                                                                 
  11/1/97 to 4/30/98++                      $    3.48               $    .02(b)              $     .59                $     .61 
  Year ended 10/31/97                            3.00                    .05(b)                    .87                      .92 
  10/2/96+ to 10/31/96                           2.97                   0.00                       .03                      .03 

Real Estate Investment Fund                  
  Advisor Class                                
  Year ended 8/31/98                        $   12.82               $    .55(b)              $   (2.34)               $   (1.79)
  10/1/96+ to 8/31/97                           10.00                    .35(b)                   2.88                     3.23 
</TABLE>      

<TABLE>     
<CAPTION> 
                                                        
                                                                        Distributions
                                              Dividends From            In Excess Of
                                              Net Investment           Net Investment
  Fiscal Year or Period                            Income                   Income
  ---------------------                       ---------------          --------------

<S>                                        <C>                     <C> 
Alliance Fund
  Advisor Class
  12/1/97 to 5/31/98++                            $   0.00                  $   0.00
  Year ended 11/30/97                                 (.04)                     0.00
  10/2/96+ to 11/30/96                                0.00                      0.00

Growth Fund                                                       
  Advisor Class                                                     
  11/1/97 to 4/30/98++                            $   0.00                  $   0.00
  Year ended 10/31/97                                 0.00                      0.00
  10/2/96+ to 10/31/96                                0.00                      0.00

Premier Growth Fund                                               
  Advisor Class                                                     
  12/1/97 to- 5/31/98++                           $   0.00                  $   0.00
  Year ended 11/30/97                                 0.00                      0.00
  10/2/96+ to 11/30/96                                0.00                      0.00

Technology Fund
  Advisor Class
  12/1/97 to 5/31/98++                            $   0.00                  $   0.00
  Year ended 11/30/97                                 0.00                      0.00
  10/2/96+ to 11/30/96                                0.00                      0.00

Quasar Fund                                                           
  Advisor Class                                                         
  10/1/97 to 3/31/98++                            $   0.00                  $   0.00
  10/2/96+ to 9/30/97                                 0.00                      0.00

International Fund                                                    
  Advisor Class                                                         
  Year ended 6/30/98                              $   (.07)                 $   0.00
  10/2/96+ to 6/30/97                                 (.15)                     0.00

International Premier Growth Fund                                                                                     
  Advisor Class                                   
  3/31/98+ to 5/31/98++                           $   0.00                  $   0.00

Worldwide Privatization Fund                                         
  Advisor Class                                                        
  Year ended 6/30/98                              $   (.23)                 $   0.00
  10/2/96+ to 6/30/97                                 (.19)                     0.00
                                                  
New Europe Fund                                                    
  Advisor Class                                                      
  Year ended 7/31/98                              $   0.00                  $   (.09)
  10/2/96+ to 7/31/97                                 (.09)                     (.14)
                                                  
All-Asia Investment Fund                                             
  Advisor Class                                                        
  11/1/97 to 4/30/98++                            $   0.00                  $   0.00
  Year ended 10/31/97                                 0.00                      0.00
  10/2/96+ to 10/31/96                                0.00                      0.00
                                                  
Greater China '97 Fund                        
  Advisor Class                                   
  9/3/97+ to 7/31/98                              $   (.07)                 $   0.00
                                                  
Global Small Cap Fund                                              
  Advisor Class                                                      
  Year ended 7/31/98                              $   0.00                  $   0.00
  10/2/96+ to 7/31/97                                 0.00                      0.00
                                                  
Global Environment                                                 
  12/29/97+ to 4/30/98                            $   0.00                  $   0.00
                                                  
Balanced Shares                                                    
  Advisor Class                                                      
  Year ended 7/31/98                              $   (.36)                 $   0.00
  10/2/96+ to 7/31/97                                 (.27)                     0.00
                                                  
Utility Income Fund                                                
  Advisor Class                                                      
  12/1/97 to 5/31/98++                            $   (.18)                 $   0.00
  Year ended 11/30/97                                 (.37)                     0.00
  10/2/96+ to 11/30/96                                0.00                      0.00
                                                  
Growth and Income Fund                            
  Advisor Class                                   
  11/1/97 to 4/30/98++                            $   (.03)                 $   0.00
  Year ended 10/31/97                                (0.06)                     0.00
  10/2/96+ to 10/31/96                                0.00                      0.00
                                                  
Real Estate Investment Fund                       
  Advisor Class                                   
  Year ended 8/31/98                              $   (.54)                 $   0.00
  10/1/96+ to 8/31/97                                 (.41)(f)                  0.00
</TABLE>      

Please refer to the footnotes on page 10.

                                8                                       
                                                                              
<PAGE>
<TABLE>     
<CAPTION> 
 
                                                        Total        Net Assets                   Ratio Of Net
                         Total       Net Asset       Investment      At End of      Ratio Of       Investment
   Distributions       Dividends       Value        Return Based       Period       Expenses      Income (Loss)
     From Net             And          End Of       on Net Asset       (000's      To Average      To Average        Portfolio
  Realized Gains     Distributions     Period        Value (a)       omitted)      Net Assets      Net Assets      Turnover Rate
 ---------------     -------------  -----------    -------------   -----------    ------------    -------------    -------------
<S>                  <C>           <C>              <C>            <C>            <C>              <C>               <C> 
      $(2.17)          $(2.17)         $7.00             7.47 %       $ 13,947        .79%*             (.09)%*         53%
       (1.06)           (1.10)         $8.69            32.00           10,275        .83               (.21)          158
        0.00             0.00          $7.71            10.30            1,083        .89*              0.38*          80
                                                                                                     
      $(2.91)          $(2.91)        $48.79            18.12 %       $141,589        .87%*              .55%*        27%  
       (1.03)           (1.03)        $44.08            29.92          101,205        .98(e)            (.12)           48   
        0.00             0.00         $34.91             2.26              946       1.26*               .50*           46    
                                                                                                     
      $(1.44)          $(1.44)        $25.38            22.92 %       $201,873       1.19%*             (.15)%*         30%    
       (1.08)           (1.08)        $22.10            30.98           53,459       1.25               (.28)           76   
        0.00             0.00         $17.99            12.86            1,922       1.50*              (.48)*          95
                                                                                                     
      $ (.58)          $ (.58)        $60.76            12.41 %       $169,504       1.33%*             (.74)%*         31%   
        (.42)            (.42)        $54.63             7.65          167,120       1.39(e)            (.81)           51   
        0.00             0.00         $51.17             8.14              566       1.75*             (1.21)*          30   
                                                                                                     
      $(1.23)          $(1.23)        $31.50             8.09 %       $192,181       1.35%*             (.42)%*         63%   
       (4.11)           (4.11)        $30.42            28.47           62,455       1.58               (.74)          135   
                                                                                                     
      $(1.21)          $(1.28)        $18.54             6.98 %       $ 47,154       1.47%(d)            .13%          121%     
       (1.08)           (1.23)        $18.67            11.57            8,697       1.69(d)*           1.47*           94   
                                                                                                     
      $ 0.00           $ 0.00         $10.35             3.50 %       $  1,612       2.20%*(d)          2.31%*          26%  
                                                                                                     
      $(1.36)          $(1.59)        $12.63             9.48 %       $  1,716       1.45%              1.48%           53%  
       (1.42)           (1.61)        $13.23            25.24              374       1.96*              2.97*           48
                                                                                                     
      $(2.05)          $(2.14)        $21.79            32.55 %       $  3,143       1.56%(e)            .39%           99%     
       (1.32)           (1.55)        $18.57            25.76            4,130       1.71(d)*            .77*           89
                                                                                                     
      $ 0.00           $ 0.00          $7.25           (4.10) %       $  1,494       3.53%*            (1.66)%*         87%    
        (.34)            (.34)         $7.56           (29.42)           1,338       3.21(d)           (1.51)           70
        0.00             0.00         $11.04            (5.24)              27       4.97*(d)           1.63*           66
                                                                                                     
      $ 0.00           $ (.07)         $4.85           (51.06)%       $     60       2.22%(d)(e)*       1.51%           58%   
                                                                                                     
      $ (.99)          $ (.99)        $12.20             2.82 %       $    392       1.87%(e)           (.57)%         113%   
       (1.56)           (1.56)        $12.89            17.08              333       2.05*(e)           (.84)*         129  
                                                                                                     
      $ 0.00           $ 0.00         $10.88            18.91 %       $      6       2.54%*            (2.04)%*        199%   
                                                                                                     
      $(2.07)          $(2.43)        $15.98            15.32 %       $  2,079       1.06%(e)           2.33%          145%  
      $(1.80)          $(2.07)        $16.17            25.96            1,565       1.30*(e)           2.15*          207
                                                                                                     
      $ (.47)          $ (.65)        $13.41            12.88 %       $     52       1.21%*(e)          2.59%*           9%  
        (.13)            (.50)        $12.49            23.57               42       1.20               3.29            37   
        0.00             0.00         $10.59             6.33               33       1.20*(d)           4.02*           98   
                                                                                                     
      $ (.46)          $ (.49)         $3.60            19.45 %       $  4,357        .66%*             1.16%*          41%  
        (.38)            (.44)         $3.48            33.61            3,207        .71(e)            1.42            88
        0.00             0.00          $3.00             1.01               87       0.37*              3.40*           88
                                                                                                     
      $ (.01)          $ (.55)        $10.48           (14.74)        $  2,899       1.25%              4.08%           23%  
        0.00             (.41)        $12.82            32.72            2,313       1.45*(d)(e)        3.07*           20   
      ---------------------------------------------------------------------------------------------------------------------
</TABLE>      



                                       9



<PAGE>
 
________________

+    Commencement of distribution.
    
++   Unaudited.     
    
*    Annualized.

(a)  Total investment return is calculated assuming an initial investment made
     at the net asset value at the beginning of the period, reinvestment of all
     dividends and distributions at the net asset value during the period, and
     redemption on the last day of the period. Initial sales charges or
     contingent deferred sales charges are not reflected in the calculation of
     total investment return. Total investment return calculated for a period of
     less than one year are not annualized.     
(b)  Based on average shares outstanding.
(c)  Net of fee waiver and expense reimbursement.
(d)  Net of expenses assumed and/or waived/reimbursed. If the following Funds
     had borne all expenses in their most recent fiscal year, their expense
     ratios, without giving effect to the expense offset arrangements described
     in (e) below, would have been as follows:

<TABLE>    
<CAPTION>
                                        1996        1997       1998                                     1997    1998
                                                                                                        
<S>                                     <C>         <C>        <C>          <C>                         <C>     <C>
All-Asia Investment Fund                                                    International Fund
     Advisor Class                      5.54%*        3.43      --                Advisor Class          --      1.62%
Utility Income Fund                                                         Greater China '97 Fund
     Advisor Class                      3.48%*        3.29      --                Advisor Class          --     18.13%*
Real Estate Investment Fund                                                     
     Advisor Class                       --           1.47%*    --
</TABLE>     


(e)  Amounts do not reflect the impact of expense offset arrangements with the
     transfer agent. Taking into account such expense offset arrangements, the
     rate of expenses to average net assets assuming the assumption and/or
     waived reimbursement of expenses described in note (d) above would have
     been as follows:
<TABLE>    
<CAPTION>
                         1997     1998                                    1997     1998                             1997    1998
<S>                      <C>      <C>        <C>                          <C>      <C>     <C>                      <C>     <C> 
International Fund                           Balanced Shares                                Growth Fund                      
     Advisor Class       1.69%*     --          Advisor Class              1.29%*  1.05%       Advisor Class         .96%    --
 Global Small Cap Fund                       Real Estate Investment Fund                    Technology Fund                  
      Advisor Class      2.04%*    1.84%        Advisor Class              1.44%*   --         Advisor Class        1.38%   
 New Europe Fund                             Growth and Income Fund                         Greater China '97 Fund           
     Advisor Class       1.71%*    1.54%        Advisor Class               .70%    --         Advisor Class          --    2.20%*
</TABLE>     
     ___________________________
    
(f)  Distributions from net investment income include a tax return of capital of
     $.03.     





                                      10
                             
<PAGE>
 
                       --------------------------------
                                   Glossary
                       --------------------------------

The following terms are frequently used in this Prospectus.

Equity securities, except as noted otherwise, 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,
the Hong Kong Special Administrative Region of the People's Republic of China
(Hong Kong), the Islamic Republic of Pakistan, Japan, the Kingdom of Thailand,
Malaysia, Negara Brunei Darussalam (Brunei), New Zealand, the People's Republic
of China, the People's Republic of Kampuchea (Cambodia), the Republic of China
(Taiwan), the Republic of India, the Republic of Indonesia, the Republic of
Korea (South Korea), the Republic of the Philippines, the Republic of Singapore,
the Socialist Republic of Vietnam and the Union of Myanmar.

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

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

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

Eligible Companies are companies expected to benefit from advances or
improvements in products, processes or services intended to foster the
protection of the environment.

Environmental Companies are Eligible Companies that have a principal business
involving the sale of systems or services intended to foster environmental
protection, such as waste treatment and disposal, remediation, air pollution
control and recycling.

Beneficiary Companies are Eligible Companies whose principal businesses lie
outside the environmental sector but nevertheless anticipate environmental
regulations or consumer preferences through the development of new products,
processes or services that are intended to contribute to a cleaner and healthier
environment, such as companies that anticipate the demand for plastic
substitutes, aerosol substitutes, alternative fuels and processes that generate
less hazardous waste.

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 IBCA, Inc.

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

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

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.

Exchange is the New York Stock Exchange.

                                       11
<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 to achieve 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 over time. 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 rated at the time of purchase below Caa- by
Moody's and CCC- by S&P, Duff & Phelps or Fitch or in securities judged by
Alliance to be of comparable investment quality. 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. 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 of 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 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 40-50 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

                                       12
<PAGE>
 
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 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 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 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 for the
Fund, Alliance considers the economic and political outlook, the values of
specific securities relative to other investments, trends in the determinants of
corporate profits and management capability and practices.    

The Fund invests principally in equity securities, but it also invests to a
limited degree in non-convertible bonds and preferred stocks. The Fund invests
in listed and unlisted U.S. and foreign securities. The Fund 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%

                                       13
<PAGE>
 
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, as well as in
warrants, or obligations of the U.S. or foreign governments and their political
subdivisions.

    
The Fund intends to diversify its investments broadly among countries and
normally invests in at least three foreign countries, although it may invest a
substantial portion of its assets in one or more of such countries. In this
regard, at June 30, 1998, approximately 15% 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, provided that not 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 International Premier Growth Fund, Inc.
Alliance International Premier Growth Fund, Inc. ("International Premier Growth
Fund") is a diversified investment company that seeks long term capital
appreciation by investing predominantly in the equity securities of a limited
number of carefully selected non-U.S. companies that are judged likely to
achieve superior earnings growth. Investments will be made based upon their
potential for capital appreciation. Current income is incidental to that
objective.      

    
In the main, the Fund's investments will be in comparatively large, high-quality
companies. Normally, about 60 companies will be represented in the Fund's
portfolio, and the 30 most highly regarded of these companies usually will
constitute approximately 70% of the Fund's net assets. The Fund thus differs
from more typical international equity mutual funds by focusing on a relatively
small number of intensively researched companies. The Fund is designed for
investors seeking to accumulate capital over time. Because of 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.      

    
Alliance expects the average weighted market capitalization of the companies
represented in the Fund's portfolio (i.e., the number of a company's outstanding
shares multiplied by the price per share) normally will be in the range of, or
in excess of, that of the companies comprising the Morgan Stanley Capital
International Europe, Australasia and Far East ("EAFE") Index. As of December
31, 1997, the average weighted market capitalization of those companies was
approximately $2.6 billion.      

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

    
In managing the Fund's assets, Alliance's investment strategy will emphasize
stock selection and investment in the securities of a limited number of issuers.
Alliance depends heavily upon the fundamental analysis and research of its large
global equity research team situated in numerous locations around the world. Its
global equity analysts follow a research universe of approximately 900
companies. As one of the largest multinational investment management firms,
Alliance has access to considerable information concerning the companies      

                                       14
<PAGE>
 
   
in its research universe, an in-depth understanding of the products, services,
markets and competition of these companies and a good knowledge of their
managements. Research emphasis is placed on the identification of companies
whose superior prospective earnings growth is not fully reflected in current
market valuations.      

    
Companies are constantly added to and deleted from this universe as fundamentals
and valuations change. Alliance's global equity analysts rate companies in three
categories. The performance of each analyst's ratings is an important
determinant of his or her incentive compensation. The equity securities of "one-
rated" companies are expected to significantly outperform the local market in
local currency terms. All equity securities purchased for the Fund's portfolio
will be selected from the universe of approximately 100 "one-rated" companies.
As noted above, approximately 70% of the Fund's net assets will usually be
invested in the approximately 30 most highly regarded such companies. The Fund
will not concentrate more than 25% of its total assets in any one industry.
Within this limit, portfolio emphasis upon particular industries or sectors will
be a by-product of the stock selection process rather than the result of
assigned targets or ranges.      

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

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

    
As a matter of fundamental policy, which may not be changed without shareholder
approval, the Fund will invest under normal circumstances at least 85% of the
value of its total assets in equity securities. The Fund's other investment
policies are not fundamental and, therefore, may be changed by the Board of
Directors of the Fund without shareholder approval. For temporary defensive
purposes, the Fund may vary from its investment policies during periods in which
Alliance believes that business or financial conditions warrants, and may then
invest in high-grade short-term fixed-income securities, including U.S.
Government securities, or hold its assets in cash.      

    
The Fund may invest up to 20% of its total assets in convertible securities of
issuers whose common stocks are eligible for purchase by the Fund. 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 and may also write uncovered options for cross hedging purposes; (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 such futures
contract: (iv) purchase and write put and call options on foreign currencies for
hedging purposes; (v) purchase or sell forward contracts; (vi) enter into
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 short positions,
provided that the Fund may not make a short sale if as a result more than 5% of
its net assets would be held as collateral for short sales; and (xi) make
secured loans of its portfolio securities not in excess of 30% of its total
assets to entities with which it is permitted to enter into repurchase
agreements. 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").

                                       15
<PAGE>
 
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. The Fund will invest in any country believed to present
attractive investment opportunities.

A major premise of the Fund's approach is that the equity securities of
privatized companies offer opportunities for significant capital appreciation.
In particular, because privatizations are integral to a country's economic
restructuring, securities sold in initial equity offerings often are priced
attractively 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 foreign currencies for hedging purposes; (v) purchase or sell forward
contracts; (vi) enter into 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

                                       16
<PAGE>
 
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 larger, established companies, but will
also invest in smaller, emerging companies.

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. In this regard, at July 31, 1998, approximately 20% 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 Investment 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 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, which may be in excess of 50%,
of its assets in equity securities of Japanese companies.      

In the past decade, Asian countries generally have experienced a high level of
real economic growth due to political and economic changes, including foreign
investment and reduced government intervention in the economy. Alliance believes
that certain conditions exist in Asian countries 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.

                                       17
<PAGE>
 
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 Greater China '97 Fund, Inc.
Alliance Greater China '97 Fund, Inc. ("Greater China '97 Fund") is a non-
diversified investment company that seeks long-term capital appreciation through
investment of at least 80% of its total assets in equity securities issued by
Greater China companies. In furtherance of its investment objective, the Fund
expects to invest a significant portion, which may be greater than 50%, of its
assets in equity securities of Hong Kong companies and may invest, from time to
time, all of its assets in Hong Kong companies or companies of either of the
other Greater China countries.      

    
In recent years, China, Hong Kong and Taiwan have each experienced a high level
of real economic growth, although growth is expected to slow in 1998. This
growth has resulted from advantageous economic conditions, including favorable
demographics, competitive wage rates, and rising per capita income and consumer
demand. Significantly, the growth has also been fueled by an easing by both
China and Taiwan of government restrictions and an increased receptivity to
foreign investment. This expanded, if not yet complete, openness to foreign
investment extends as well to the securities markets of both countries. Hong
Kong's free market economy has historically included securities markets
completely open to foreign investments. All three countries have regulated stock
exchanges upon which shares of an increasing number of Greater China companies
are traded.     
    
With its population estimated at more than 1.2 billion as a driving force, and
notwithstanding its continuing political rigidity, China's economic growth has
been coupled with significantly reduced government economic intervention and
basic economic structural change. Recent years have seen large increases in
industrial production with a significant decline in the state sector share of
industrial output, and increased involvement of local governmental units and the
private sector in establishing new business enterprises.      

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

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

    
Alliance believes that over the long term conditions are favorable for
continuing and expanding economic growth in all three Greater China countries.
It is this potential which the     


                                       18
<PAGE>
 
    
Fund hopes to take advantage of by investing both in established and new and
emerging companies.     
    
Set forth below under "Certain Considerations and Risks" and in Appendix A to
the Fund's Statement of Additional Information is additional information
concerning the Greater China countries.      

    
In addition to investing in equity securities of Greater China companies, the
Fund may invest up to 20% of its total assets in (i) debt securities issued or
guaranteed by Greater China companies or by Greater China governments, their
agencies or instrumentalities, and (ii) equity or debt securities issued by
issuers other than Greater China companies. The Fund will not invest in debt
securities other than investment grade securities. Should a debt security in
which the Fund is invested be downgraded below investment grade or be determined
by Alliance to have undergone a similar credit quality deterioration, the Fund
will dispose of that security.      

    
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 20% of its net assets in loans and other direct debt securities;
(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.
All or some of the policies and practices listed above may not be available to
the Fund in the Greater China countries, and the Fund will utilize these
policies only to the extent permissible. 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 $1.5 billion. Because
the Fund applies the U.S. size standard on a global basis, its foreign
investments might rank above the lowest 20%, and, in fact, might in some
countries rank among the largest, by market capitalization in local markets.
Normally, the Fund invests at least 65% of its assets in equity securities of
these smaller capitalization 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 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."

Alliance Global Environment Fund
Alliance Global Environment Fund, Inc. ("Global Environment Fund") is a non-
diversified investment company that seeks long-term capital appreciation through
investment in equity securities of Eligible Companies. For purposes of the
Fund's investment objective and investment policies, "equity securities" are
common stocks (but not preferred stocks), rights or warrants to subscribe for or
purchase common

                                       19
<PAGE>
 
stocks, and preferred stocks or debt securities that are convertible into common
stocks without the payment of any further consideration. Until October 3, 1997,
the Fund operated as a closed-end investment company, and its common stock
(which then comprised a single class) was listed on the Exchange.

The Fund invests in two categories of Eligible Companies--"Environmental
Companies" and "Beneficiary Companies." Environmental Companies are those that
have a principal business involving the sale of systems or services intended to
foster environmental protection, such as waste treatment and disposal,
remediation, air pollution control and recycling. Under normal circumstances,
the Fund invests at least 65% of its total assets in equity securities of
Environmental Companies. Beneficiary Companies are those whose principal
businesses lie outside the environmental sector but nevertheless anticipate
environmental regulations or consumer preferences through the development of new
products, processes or services that are intended to contribute to a cleaner and
healthier environment. Examples of such companies could be companies that
anticipate the demand for plastic substitutes, aerosol substitutes, alternative
fuels and processes that generate less hazardous waste. In this regard, the Fund
may invest in an issuer with a broadly diversified business only a part of which
provides such products, processes or services, when Alliance believes that these
products, processes or services will yield a competitive advantage that
significantly enhances the issuer's growth prospects. As a matter of fundamental
policy, the Fund will, under normal circumstances, invest substantially all of
its total assets in equity securities of Eligible Companies.

A major premise of the Fund's investment approach is that environmental concerns
will be a significant source of future growth opportunities, and that
Environmental Companies will see an increased demand for their systems and
services. Environmental Companies operate in the areas of pollution control,
clean energy, solid waste management, hazardous waste treatment and disposal,
pulp and paper recycling, waste-to-energy alternatives, biodegradable cartons,
packages, plastics and other products, remedial projects and emergency cleanup
efforts, manufacture of environmental supplies and equipment, the achievement of
purer air, groundwater and foods and the detection, evaluation and treatment of
both existing and potential environmental problems including, among others, air
pollution and acid rain.

The environmental services industry is generally positively affected by
increasing governmental action intended to foster environmental protection. As
environmental regulations are developed and enforced, Environmental Companies
providing the means of compliance with such regulations are afforded substantial
opportunities for growth. Beneficiary Companies may also derive an advantage to
the extent that they have anticipated environmental regulation and are therefore
at a competitive advantage.

In the view of Alliance, increasing public and political awareness of
environmental concerns and resultant environmental regulations are long-term
phenomena that are driven by an emerging global consensus that environmental
protection is a vital and increasingly immediate priority. Alliance believes
that Eligible Companies based in the United States and other economically
developed countries will have increasing opportunities for earnings growth
resulting not only from an increased demand for their existing products or
services but also from innovative responses to changing regulations and
priorities and enforcement policies. Such opportunities will arise, in the
opinion of Alliance, not only within developed countries but also within many
economically developing countries, such as those of Eastern Europe and the
Pacific Rim. These countries lag well behind developed countries in the
conservation and efficient use of natural resources and in their implementation
of policies which protect the environment.

    
Alliance believes that global investing offers opportunities for superior
investment returns. The Fund spreads investment risk among the capital markets
of a number of countries and invests in equity securities of companies based in
at least three, and normally considerably more, such countries. The percentage
of the Fund's assets invested in securities of companies in a particular country
or denominated in a particular currency will vary in accordance with Alliance's
assessment of the appreciation potential of such securities and the strength of
that currency. As of August 31, 1998, approximately 82% of the Fund's net assets
were invested in equity securities of U.S. companies.      

The Fund may also: (i) invest up to 20% of its total assets in warrants to
purchase equity securities to the extent consistent with its investment
objective; (ii) invest in depositary receipts; (iii) purchase and write put and
call options on foreign currencies for hedging purposes; (iv) enter into forward
foreign currency transactions for hedging purposes; (v) invest in currency
futures and options on such futures for hedging purposes; and (vi) make secured
loans of its portfolio securities not in excess of 30% of its total assets. 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 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, bonds,      

                                       20
<PAGE>
 
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 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 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

                                       21
<PAGE>
 
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
Investment."

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 rate swaps and purchase or sell
interest rate caps and floors; (x) enter into 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, risks 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. 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. The Fund may also purchase and sell financial forward
and futures contracts and options thereon for hedging purposes. For additional
information on the use, risks and costs of these policies and practice see
"Additional Investment Practices."     

Alliance Real Estate Investment Fund
Alliance Real Estate Investment Fund, Inc. ("Real Estate Investment Fund") is a
diversified investment company that seeks a total return on its assets from
long-term growth of capital and from income principally through investing in a
portfolio of equity securities of issuers that are primarily engaged in or
related to the real estate industry.

Under normal circumstances, at least 65% of the Fund's total assets will be
invested in equity securities of real estate investment trusts ("REITs") and
other real estate industry companies. A "real estate industry company" is a
company that derives at least 50% of its gross revenues or net profits from the
ownership, development, construction, financing, management or sale of
commercial, industrial or residential real estate or interests therein. The
equity securities in which the Fund will invest for this purpose consist of
common stock, shares of beneficial interest of REITs and securities with common
stock characteristics, such as preferred stock or convertible securities ("Real
Estate Equity Securities").

The Fund may invest up to 35% of its total assets in (a) securities that
directly or indirectly represent participations in, or are collateralized by and
payable from, mortgage loans secured by real property ("Mortgage-Backed
Securities"), such as mortgage pass-through certificates, real estate mortgage
investment conduit ("REMIC") certificates and collateralized mortgage
obligations ("CMOs") and (b) short-term investments. These instruments are
described below. The risks associated with the Fund's transactions in REMICs,
CMOs and other types of mortgage-backed securities, which are considered to be
derivative securities, may include some or all of the following: market risk,
leverage and volatility risk, correlation risk, credit risk and liquidity and
valuation risk. See "Risk Considerations" for a description of these and other
risks.

As to any investment in Real Estate Equity Securities, Alliance's analysis will
focus on determining the degree to which the company involved can achieve
sustainable growth in cash flow and dividend paying capability. Alliance
believes that the primary determinant of this capability is the economic
viability of property markets in which the company operates and that the
secondary determinant of this capability is the ability of management to add
value through strategic focus and operating expertise. The Fund will

                                       22
<PAGE>
 
purchase Real Estate Equity Securities when, in the judgment of Alliance, their
market price does not adequately reflect this potential. In making this
determination, Alliance will take into account fundamental trends in underlying
property markets as determined by proprietary models, site visits conducted by
individuals knowledgeable in local real estate markets, price-earnings ratios
(as defined for real estate companies), cash flow growth and stability, the
relationship between asset value and market price of the securities, dividend
payment history, and such other factors which Alliance may determine from time
to time to be relevant. Alliance will attempt to purchase for the Fund Real
Estate Equity Securities of companies whose underlying portfolios are
diversified geographically and by property type.

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

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

    
In implementing the Fund's research and investment process, Alliance will avail
itself of the consulting services of CB Richard Ellis, Inc. ("CBRE"), a publicly
held company and the largest real estate services company in the United States,
comprised of real estate brokerage, property and facilities management, and real
estate finance and investment advisory activities. In 1997, CBRE completed
22,100 sale and lease transactions, managed over 6,600 client properties,
created over $5 billion in mortgage originations, and completed over 3,600
appraisal and consulting assignments. In addition, it advised and managed for
institutions over $4 billion in real estate investments. As consultant to
Alliance, CBRE provides access to its proprietary model, REIT.Score, that
analyzes the approximately 18,000 properties owned by these 142 companies. Using
proprietary databases and algorithms, CBRE analyzes local market rent, expense,
and occupancy trends, market specific transaction pricing, demographic and
economic trends, and leading indicators of real estate supply such as building
permits. Over 1,000 asset-type specific geographic markets are analyzed and
ranked on a relative scale by CBRE in compiling its REIT.Score database. The
relative attractiveness of these real estate industry companies is similarly
ranked based on the composite rankings of the properties they own. See
"Management of the Funds--Consultant to Alliance with Respect to Investment in
Real Estate Securities" for more information about CBRE.     

    
The universe of property-owning real estate industry firms consists of
approximately 142 companies of sufficient size and quality to merit
consideration for investment by the Fund. Once the universe of real estate
industry companies has been distilled through the market research process,
CBRE's local market presence provides the capability to perform site specific
inspections of key properties. This analysis examines specific location,
condition, and sub-market trends. CBRE's use of locally based real estate
professionals provides Alliance with a window on the operations of the portfolio
companies as information can immediately be put in the context of local market
events. Only those companies whose specific property portfolios reflect the
promise of their general markets will be considered for initial and continued
investment by the Fund.      

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

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

                                       23
<PAGE>
 
The Fund may invest in debt securities rated BBB or higher by S&P or Baa or
higher by Moody's or, if not so rated, of equivalent credit quality as
determined by Alliance. The Fund expects that it will not retain a debt security
which is downgraded below BBB or Baa or, if unrated, determined by Alliance to
have undergone similar credit quality deterioration, subsequent to purchase by
the Fund.

The Fund may also engage in the following investment practices to the extent
indicated: (i) invest up to 10% of its net assets in rights or warrants; (ii)
invest  up to 15% of its net assets in the convertible securities of companies
whose common stocks are eligible for purchase by the Fund; (iii) lend portfolio
securities equal in value to not more than 25% of total assets; (iv) enter into
repurchase agreements of up to seven days' duration; (v) enter into forward
commitments transactions as long as the Fund's aggregate commitments under such
transactions are not more than 30% of the Fund's total assets; (vi) enter into
standby commitment agreements; (vii) make short sales of securities or maintain
a short position but only if at all times when a short position is open not more
than 25% of the Fund's net assets (taken at market value) is held as collateral
for such sales; and (viii) invest in illiquid securities unless, as a result,
more than 15% of its net assets would be so invested.

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 generally
provide a stable stream of income with yields that are generally higher than
those of equity securities of the same or similar issuers. The price of a
convertible security will normally vary with changes in the price of the
underlying equity security, although the higher yield tends to make the
convertible security less volatile than the underlying equity security. As with
debt securities, the market value of convertible securities tends to decrease as
interest rates rise and increase as interest rates decline. While convertible
securities generally offer lower interest or dividend yields than non-
convertible debt securities of similar quality, they offer investors the
potential to benefit from increases in the market price of the underlying common
stock. Convertible debt securities that are rated Baa or lower by Moody's or BBB
or lower by S&P, Duff & Phelps or Fitch and comparable unrated securities as
determined by Alliance may share some or all of the risks of non-convertible
debt securities with those ratings. 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. For purposes of determining the country of issuance, investments in
depositary receipts of either type are deemed to be investments in the
underlying securities except with respect to Growth Fund, where investments in
ADRs are deemed to be investments in securities issued by U.S. issuers and those
in GDRs and other types of depositary receipts are deemed to be investments in
the underlying securities.      

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

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

                                       24
<PAGE>
 
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. Conversely, during periods of rising
interest rates, a reduction in prepayments may increase the effective maturity
of the securities, subjecting them to a greater risk of decline in market value
in response to rising interest rates. In addition, prepayments of mortgages
underlying securities purchased at a premium could result in capital losses.

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 a Fund. Furthermore, as with any debt securities, the values
of equity-linked debt securities will generally vary inversely with changes in
interest rates. A Fund's ability to dispose of equity-linked debt securities
will depend on the availability of liquid markets for such securities.
Investment in equity-linked debt securities may be considered to be speculative.
As with other securities, a 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 owed by a corporate, governmental or other borrower to
another party. They may represent amounts owed to lenders or lending syndicates
(loans and loan participations), to suppliers of goods or services (trade claims
or other receivables), or to other creditors. Direct debt instruments involve
the risk of loss in case of default or insolvency of the borrower and may offer
less legal protection to a Fund in the event of fraud or misrepresentation
than debt securities. In addition, loan participations involve a risk of
insolvency of the lending bank or other financial intermediary. Direct debt
instruments may also include standby financing commitments that obligate a
Fund to supply additional cash to the borrower on demand. Loans and other direct
debt instruments are generally illiquid and may be transferred only through
individually negotiated private transactions.     
    
Purchasers of loans and other forms of direct indebtedness depend primarily upon
the creditworthiness of the borrower for payment of principal and interest.
Direct debt instruments may not be rated by any nationally recognized rating
service. If a Fund does not receive scheduled interest or principal payments on
such indebtedness, the Fund's share price and yield could be adversely affected.
Loans that are fully secured offer a 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     

                                       25
<PAGE>
     
secured loan would satisfy the borrower's obligation, or that the collateral can
be liquidated. Making loans to borrowers whose creditworthiness is poor may
involve substantial risks, and may be highly speculative.     

    
Borrowers that are in bankruptcy or restructuring may never pay off their
indebtedness, or may pay only a small fraction of the amount owed. Direct
indebtedness of Asian countries and Greater China 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 a Fund. For
example, if a loan is foreclosed, a Fund could become part owner of any
collateral, and would bear the costs and liabilities associated with owning and
disposing of the collateral. Direct debt instruments may also involve a risk of
insolvency of the lending bank or other intermediary.     

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

    
Direct indebtedness purchased by a Fund may include letters of credit,
revolving credit facilities, or other standby financing commitments obligating
a Fund to pay additional cash on demand. These commitments may have the effect
of requiring a Fund to increase its investment in a borrower at a time when it
would not otherwise have done so, even if the borrower's condition makes it
unlikely that the amount will ever be repaid. Greater China '97 Fund will not
invest in lower-rated loans and other lower-rated direct debt instruments.      

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

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

Multiple-Class Pass-Through Securities and Collateralized Mortgage Obligations.
Mortgage-Backed Securities also include CMOs and REMIC pass-through or
participation certificates, which may be issued by, among others, U.S.
Government agencies and instrumentalities as well as private lenders. CMOs and
REMIC certificates are issued in multiple classes and the principal of and
interest on the mortgage assets may be allocated among the several classes of
CMOs or REMIC certificates in various ways. Each class of CMOs or REMIC
certificates, often referred to as a "tranche," is issued at a specific
adjustable or fixed interest rate and must be fully retired no later than its
final distribution date. Generally, interest is paid or accrues on all classes
of CMOs or REMIC certificates on a monthly basis. Real Estate Investment Fund
will not invest in the lowest tranche of CMOs and REMIC certificates.

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

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

Risks. Investing in Mortgage-Backed Securities involves certain unique risks in
addition to those generally associated with investing in the real estate
industry in general. These unique risks include the failure of a counterparty to
meet its commitments, adverse interest rate changes and the effects of
prepayments on mortgage cash flows. See "Risk Considerations--Mortgage-Backed
Securities" for a more complete description of the characteristics of Mortgage-
Backed Securities and associated risks.

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

                                       26
<PAGE>
 
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 Growth 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. Such securities are
unlike securities which are traded in the open market and which can be expected
to be sold immediately if the market is adequate. The sale price of illiquid
securities may be lower or higher than Alliance's most recent estimate of their
fair value. Generally, less public information is available with respect to the
issuers of such securities than with respect to companies whose securities are
traded on an exchange. To the extent that these securities are foreign
securities, there is no law in many of the countries in which a Fund may invest
similar to the Securities Act requiring an issuer to register the sale of
securities with a governmental agency or imposing legal restrictions on resales
of securities, either as to length of time the securities may be held or manner
of resale. However, there may be contractual restrictions on resales of
securities.     

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

    
A call option is for cross-hedging purposes if a Fund does not own the
underlying security, and is designed to provide a hedge against a decline in
value in another security which the Fund owns or has the right to acquire.
Worldwide Privatization Fund, All-Asia Investment Fund, Greater China '97 Fund,
International Premier Growth 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 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."

                                       27
<PAGE>
 
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, or in the case of
International Premier Growth Fund 100% of its total assets. Premier Growth Fund
and Growth and Income Fund may not purchase or sell a stock index future if
immediately thereafter more than 30% of its total assets would be hedged by
stock index futures. Premier Growth Fund and Growth and Income Fund may not
purchase or sell a stock index future if, immediately thereafter, the sum of the
amount of margin deposits on the Fund's existing futures positions would exceed
5% of the market value of the Fund's total assets.      

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 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
foreign currency exchange 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 a particular currency to an extent greater than the aggregate market
value (at the time of making such sale) of the securities held in its portfolio
denominated or quoted in that currency. Instead of entering into a position
hedge, a Fund may, in the alternative, enter into a forward contract to sell a
different foreign currency for a fixed U.S. dollar amount where the Fund
believes that the U.S. dollar value of the currency to be sold pursuant to the
forward contract will fall whenever there is a decline in the U.S. dollar value
of the currency in which portfolio securities of the Fund are denominated
("cross-hedge"). Unanticipated changes in currency prices may result in poorer
overall performance for the Fund than if it had not entered into such forward
contracts.

Hedging against a decline in the value of a currency does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the
prices of such securities decline. Such transactions also preclude the
opportunity for gain if the value of the hedged currency should rise. Moreover,
it may not be possible for a Fund to hedge against a devaluation that is so
generally anticipated that the Fund is not able to contract to sell the currency
at a price above the devaluation level it anticipates. 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 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"       

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<PAGE>
 
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,
International Premier Growth Fund, All-Asia Investment Fund, Greater China '97
Fund, Worldwide Privatization Fund, Utility Income Fund or Real Estate
Investment 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.      

    
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. No Fund, other than
International Premier Growth Fund, will enter into a standby commitment with a
remaining term in excess of 45 days. Investments in standby commitments will be
limited so that the aggregate purchase price of the securities subject to the
commitments will not exceed 25% with respect to New Europe Fund and Real Estate
Investment Fund, 50% with respect to International Premier Growth Fund,
Worldwide Privatization Fund, All-Asia Investment Fund and Greater China '97
Fund and 20% with respect to Utility Income Fund, of the Fund's assets taken at
the time of making the commitment.      

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

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

                                       29
<PAGE>
 
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, Greater China '97 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 were to incorrectly
forecast market values, interest rates and other applicable factors, the
investment performance of a Fund would be adversely affected by the use of these
investment techniques. Moreover, even if Alliance is correct in its forecasts,
there is a risk that the transaction position may correlate imperfectly with the
price of the asset or liability being hedged. There is no limit on the amount of
interest rate transactions that may be entered into by a Fund that is permitted
to enter into such transactions. These transactions do not involve the delivery
of securities or other underlying assets or principal. Accordingly, the risk of
loss with respect to interest rate transactions is limited to the net amount of
interest payments that a Fund is contractually obligated to make. If the other
party to an interest rate transaction defaults, a Fund's risk of loss consists
of the net amount of interest payments that the Fund contractually is entitled
to receive.

    
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, Greater China '97 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, Greater China
'97 Fund and Real Estate 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 risk in lending portfolio securities, as with
other extensions of credit, consists of the possible loss of rights in the
collateral should the borrower fail financially. In determining whether to lend
securities to a particular borrower, Alliance will consider all relevant facts
and circumstances, including the creditworthiness of the borrower. While
securities are on loan, the borrower will pay the Fund

                                       30
<PAGE>
 
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 and the use of certain hedging
techniques may adversely impact the characterization of income to a Fund for
U.S. federal income tax purposes. 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 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 reduce its
position in equity securities and invest without limit 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 for the existing classes of shares
of the Fund are set forth in the tables that begin on page 8. 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.

                                       31
<PAGE>
 
    
Growth Fund 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.

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 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.

    
International Premier Growth 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 U.S.
Government securities; (ii) borrow money or issue senior securities, except that
the Fund may borrow (a) from a bank if immediately after such borrowing there is
asset coverage of at least 300% as defined in the 1940 Act and (b) for temporary
purposes in an amount not exceeding 5% of the value of the total assets of the
Fund; or (iii) pledge, hypothecate, mortgage or otherwise encumber its assets,
except to secure permitted borrowings.      

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

                                       32
<PAGE>
 
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.

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.

    
Greater China '97 Fund may not: (i) invest 25% or more of its 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.

Global Environment Fund may not: (i) purchase more than 10% of the outstanding
voting securities of any one issuer; (ii) invest more than 15% of the value of
its total assets in the securities of any one issuer or 25% or more of the value
of its total assets in the same industry, except that the Fund will invest more
than 25% of its total assets in Environmental Companies, provided that this
restriction does not apply to U.S. Government securities, but will apply to
foreign government obligations unless the Commission permits their exclusion;
(iii) borrow money or issue senior securities, except that the Fund may borrow
(a) from a bank if immediately after such borrowing there is asset coverage of
at least 300% as defined in the 1940 Act and (b) for temporary purposes in an
amount not exceeding 5% of the value of the total assets of the Fund; (iv)
pledge, hypothecate, mortgage or otherwise encumber its assets, except (a) to
secure permitted borrowings and (b) in connection with initial and variation
margin deposits relating to futures contracts; (v) 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,

                                       33
<PAGE>
 
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 the aggregate; (vi) 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 ("short sales against the box"), and unless not more than
5% of the Fund's net assets (taken at market value) is held as collateral for
such sales at any onetime; or (vii) buy or write (i.e., sell) put or call
options, except (a) the Fund may buy foreign currency options or write covered
foreign currency options and options on foreign currency futures and (b) the
Fund may purchase warrants.

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.

    
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.

Real Estate Investment 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 class of securities of such issuer; (iii)
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 real
estate industry in which the Fund will invest at least 25% or more of its total
assets, except that this restriction does not apply to U.S. Government
securities; (iv) purchase or sell real estate, except that it may purchase and
sell securities of companies which deal in real estate or interests therein,
including Real Estate Equity Securities; or (v) borrow money except for 
temporary or emergency purposes or to meet redemption requests, in an amount not
exceeding 5% of the value of its total assets at the time the borrowing is made.

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 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

                                       34
<PAGE>
 
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,
International Premier Growth Fund, New Europe Fund, All-Asia Investment Fund,
Greater China '97 Fund and Worldwide Privatization Fund and a substantial
portion of the assets of Global Small Cap Fund and Global Environment 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 U.S.
companies. These markets may be subject to greater influence by adverse events
generally affecting the market, and by large investors trading significant
blocks of securities, than is usual in the United States. Securities settlements
may in some instances be subject to delays and related administrative
uncertainties. 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 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 also 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 investments. Furthermore, transaction
costs including brokerage commissions for transactions both on and off the
securities exchanges in many foreign countries are generally higher than in the
United States.

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

The economies of individual foreign countries may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross domestic
product or gross national product, rate of inflation, capital reinvestment,
resource self-sufficiency and balance of payments position. Nationalization,
expropriation or confiscatory taxation, currency blockage, political changes,
government regulation, political or social instability or diplomatic
developments could affect adversely the economy of a foreign country 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 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. Investment in securities of United Kingdom
issuers involves certain considerations not present with investment in
securities of U.S. issuers. As with any investment not denominated in the U.S.
dollar, the U.S. dollar value of the Fund's investment denominated in the
British pound sterling will fluctuate with pound sterling--dollar exchange rate
movements. Between 1972, when the pound sterling was allowed to float against
other currencies, and the end of 1992, the pound sterling generally depreciated
against most major currencies, including the U.S. dollar. Between September and
December 1992, after the United Kingdom's exit

                                       35
<PAGE>
 
    
from the Exchange Rate Mechanism of the European Monetary System, the value of
the pound sterling fell by almost 20% against the U.S. dollar. The pound
sterling has since recovered due to interest rate cuts throughout Europe and an
upturn in the economy of the United Kingdom. The average exchange rate of the
U.S. dollar to the pound sterling was 1.50 in 1993 and 1.64 in 1997. On October
13, 1998 the U.S. dollar-pound sterling exchange rate was 1.71.     

    
The United Kingdom's largest stock exchange is the London Stock Exchange, which
is the third largest exchange in the world. As measured by the FT-SE 100 index,
the performance of the 100 largest companies in the United Kingdom reached
5,135.5 at the end of 1997, up approximately 25% from the end of 1996. On
October 5, 1998, the FT-SE 100 index closed at 4648.7, the lowest close in the
12-month period prior to that date, after reaching a high of 6179.0 on July 20,
1998. The FT-SE 100 index closed at 4990.1 on October 14, 1998.      

    
In January 1999, the Economic and Monetary Union ("EMU") is scheduled to take
effect. The EMU will establish a common currency for European countries that
meet the eligibility criteria and choose to participate. Although the United
Kingdom meets the eligibility criteria, the government has not taken any action
to join the EMU.      

From 1979 until 1997 the Conservative Party controlled Parliament. In the May 1,
1997 general elections, however, the Labour Party, led by Tony Blair, won a
majority in Parliament, holding 418 of 658 seats in the House of Commons. Mr.
Blair, who was appointed Prime Minister, has launched a number of reform
initiatives, including an overhaul of the monetary policy framework intended to
protect monetary policy from political forces by vesting responsibility for
setting interest rates in a new Monetary Policy Committee headed by the Governor
of the Bank of England, as opposed to the Treasury. Prime Minister Blair has
also undertaken a comprehensive restructuring of the regulation of the financial
services industry. For further information regarding the United Kingdom, see the
Statement of Additional Information of New Europe Fund.

Investment in Japanese Issuers. Investment in securities of Japanese issuers
involves certain considerations not present with investment in securities of
U.S. issuers. As with any investment not denominated in the U.S. dollar, the
U.S. dollar value of each Fund's investments denominated in the Japanese yen
will fluctuate with yen-dollar exchange rate movements. Between 1985 and 1995,
the Japanese yen generally appreciated against the U.S. dollar, but has since
fallen from its post-World War II high (in 1995) against the U.S. dollar.

    
Japan's largest stock exchange is the Tokyo Stock Exchange, the First Section of
which is reserved for larger, established companies. As measured by the TOPIX, a
capitalization-weighted composite index of all common stocks listed in the First
Section, the performance of the First Section reached a peak in 1989.
Thereafter, the TOPIX declined approximately 50% through the end of 1997. On
October 13, 1998, the TOPIX closed at 998.98, down approximately 15% from the
end of 1997. 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.      

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 will be subject to uncertainty
resulting from the instability of recent Japanese ruling coalitions. From 1955
to 1993, Japan's government was controlled by a single political party. Between
August 1993 and October 1996 Japan was ruled by a series of four coalition
governments. As the result of a general election on October 20, 1996, however,
Japan returned to a single-party government led by Ryutaro Hashimoto, a member
of the Liberal Democratic Party ("LDP"). While the LDP does not control a
majority of the seats in the parliament, it is only three seats short of the 251
seats required to attain a majority in the House of Representatives (down from a
12-seat shortfall just after the October 1996 election). The popularity of the
LDP declined, however, due to dissatisfaction with Mr. Hashimoto's leadership.
In the July 1998 House of Councillors election, the LDP's representation fell to
103 seats from 120 seats. As a result of the LDP's defeat, Mr. Hashimoto
resigned as prime minister and leader of the LDP. Mr. Hashimoto was replaced by
Keizo Obuchi. For the past several years, Japan's banking industry has been
weakened by a significant amount of problem loans. Japan's banks also have
significant exposure to the current financial turmoil in other Asian markets.
Following the insolvency of one of Japan's largest banks in November 1997, the
government proposed several plans designed to strengthen the weakened banking
sector. In October 1998, the Japanese parliament approved several new laws that
will make $508 billion in public funds available to increase the capital of
Japanese banks, to guarantee depositors' accounts and to nationalize the weakest
banks. It is unclear whether these new laws will achieve their intended effect.
For further information regarding Japan, see the Statements of Additional
Information for All-Asia Investment Fund and International Fund.      

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

    
China's economy is very much in transition. While the government still controls
production and pricing in major economic sectors, significant steps have been
taken toward capitalism and China's economy has become increasingly market
oriented. China's strong economic growth and ability to attract significant
foreign investment in recent years stem from the economic liberalization
initiated by Deng Xiaoping who assumed      

                                       36
<PAGE>
 
    
power in the late 1970s. The economic growth, however, has not been smooth and
has been marked by extremes in many respects of inordinate growth, which has not
been tightly controlled, followed by rigid measures of austerity.      

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

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

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

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

    
China is heavily dependent on foreign trade, particularly with the United
States, South Korea, Japan and Germany. Political developments adverse to its
trading partners, as well as political and social repression, could cause the
United States and others to alter their trading policy towards China. For
example, in the United States, the continued extension of most favored nation
trading status to China which is reviewed regularly and was renewed in 1999, is
an issue of significant controversy. Loss of that status would clearly hurt
China's economy by reducing its exports. With much of China's trading activity
being funneled through Hong Kong and with trade through Taiwan becoming
increasingly significant, any sizable reduction in demand for goods from China
would have negative implications for both countries. China is believed to be the
largest investor in Hong Kong and its markets and an economic downturn in China
would be expected to reverberate through Hong Kong's markets as well.     

    
Although China has committed by treaty to preserve Hong Kong's autonomy and its
economic, political and social freedoms for fifty years from the July 1, 1997
transfer of sovereignty from Great Britain to China. Hong Kong is headed by a
chief executive, appointed by the central government of China, whose power is
checked by both the government of China and a Legislative Council. Although Hong
Kong voters voted overwhelmingly for pro-democracy candidates in the recent
election, it remains possible that China could exert its authority so as to
alter the economic structure, political structure or existing social policy of
Hong Kong. Investor and business confidence in Hong Kong can be significantly
affected by such developments, which in turn can affect markets and business
performance. In this connection, it is noted that a substantial portion of the
companies listed on the Hong Kong Stock Exchange are involved in real estate-
related activities.     

    
The securities markets of China, and to a lesser extent Taiwan, are relatively
small, with the majority of market capitalization and trading volume
concentrated in a limited number of companies representing a small number of
industries. Consequently, Greater China '97 Fund may experience greater price
volatility and significantly lower liquidity than a portfolio invested solely in
equity securities of U.S. companies. These markets may be subject to greater
influence by adverse events generally affecting the market, and by large
investors trading significant blocks of securities, than is usual in the U.S.
Securities settlements may in some instances be subject to delays and related
administrative uncertainties.      

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

    
Greater China '97 Fund could be adversely affected by delays in, or a refusal to
grant, any required governmental approval for repatriation, as well as by the
application to it of other restrictions on investment. The liquidity of the
Fund's investments in any country in which any of these factors exists could be
affected by any such factor or factors on the Fund's investments.     
                                       37
<PAGE>
 
    
The limited liquidity in certain Greater China markets is a factor to be taken
into account in the Fund's valuation of portfolio securities in this category
and may affect the Fund's ability to dispose of securities in order to meet
redemption requests at the price and time it wishes to do so. It is also
anticipated that transaction costs, including brokerage commissions for
transactions both on and off the securities exchanges in Greater China
countries, will be higher than in the U.S.     

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

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

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

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

Investing in Environmental Companies by Global Environment Fund. Governmental
regulations or other action can inhibit an Environmental Company's performance,
and it may take years to translate environmental legislation into sales and
profits. Environmental Companies generally face competition in fields often
characterized by relatively short product cycles and competitive pricing
policies. Losses may result from large product development or expansion costs,
unprotected marketing or distribution systems, erratic revenue flows and low
profit margins. Additional risks that Environmental Companies may face include
difficulty in financing the high cost of technological development,
uncertainties due to changing governmental regulation or rapid technological
advances, potential liabilities associated with hazardous components and
operations, and difficult in finding experienced employees.

    
The Real Estate Industry. Although Real Estate Investment Fund does not invest
directly in real estate, it invests primarily in Real Estate Equity
Securities and has a policy of concentration of its investments in the
real estate industry. Therefore, an investment in the Fund is subject to certain
risks associated with the direct ownership of real estate and with the real
estate industry in general. These risks include, among others: possible declines
in the value of real estate; risks related to general and local economic
conditions; possible lack of availability of mortgage funds; overbuilding;
extended vacancies of properties; increases in competition, property taxes and
operating expenses; changes in zoning laws; costs resulting from the clean-up
of, and liability to third parties for damages resulting from, environmental
problems; casualty or condemnation losses; uninsured damages from floods,
earthquakes or other natural disasters; limitations on and variations in rents;
and changes in interest rates. To the extent that assets underlying the Fund's
investments are concentrated geographically, by property type or in certain
other respects, the Fund may be subject to certain of the foregoing risks to a
greater extent.      
    
In addition, if Real Estate Investment Fund receives rental income or income
from the disposition of real property acquired as a result of a default on
securities the Fund owns, the receipt of such income may adversely affect the
Fund's ability to retain its tax status as a regulated investment company. See
"Dividends, Distributions and Taxes" in the Fund's Statement of Additional
Information. Investments by the Fund in securities of companies providing
mortgage servicing will be subject to the risks associated with refinancings and
their impact on servicing rights.     

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


                                       38
<PAGE>
 
REITs (especially mortgage REITs) are also subject to interest rate risks. When
interest rates decline, the value of a REIT's investment in fixed rate
obligations can be expected to rise. Conversely, when interest rates rise, the
value of a REIT's investment in fixed rate obligations can be expected to
decline. In contrast, as interest rates on adjustable rate mortgage loans are
reset periodically, yields on a REIT's investments in such loans will gradually
align themselves to reflect changes in market interest rates, causing the value
of such investments to fluctuate less dramatically in response to interest rate
fluctuations than would investments in fixed rate obligations.

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

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

Further, the yield characteristics of Mortgage-Backed Securities, such as those
in which Real Estate Investment Fund may invest, differ from those of
traditional fixed-income securities. The major differences typically include
more frequent interest and principal payments (usually monthly), the
adjustability of interest rates, and the possibility that prepayments of
principal may be made substantially earlier than their final distribution dates.

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

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

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 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. In periods
of increasing interest rates, each of the Funds may, to the extent it holds
mortgage-backed securities, be subject to the risk that the average dollar-
weighted maturity of the Fund's portfolio of debt or other fixed-income
securities may be extended as a result of lower than anticipated prepayment
rates. See "Additional Investment Practices--Mortgage-Backed 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

                                       39
<PAGE>
 
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.

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
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 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 Worldwide Privatization Fund, New Europe Fund,
All-Asia Investment Fund, Greater China '97 Fund and Global Environmental 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 and other regulated investment
companies are not subject to these limitations. Because each of Worldwide
Privatization Fund, New Europe Fund, Greater China '97 Fund, Global Environment
Fund and All-Asia Investment Fund is a non-diversified investment company, it
may invest in a smaller number of individual issuers than a diversified
investment     
                                       40
<PAGE>
 
    
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.

    
Year 2000 and Euro. Many computer systems and applications in use today process
transactions using two-digit date fields for the year of the transaction, rather
than the full four digits. If these systems are not modified or replaced,
transactions occurring after 1999 could be processed as year "1900", which could
result in processing inaccuracies and computer system failures. This is commonly
known as the Year 2000 problem. In addition to the Year 2000 problem, the
European Economic and Monetary Union has established a single currency, the Euro
Currency ("Euro") that will replace the national currency of certain European
countries effective January 1, 1999. Computer systems and applications must be
adapted in order to be able to process Euro sensitive information accurately
beginning in 1999. Should any of the computer systems employed by the Funds'
major service providers fail to process Year 2000 or Euro related information
properly, that could have a significant negative impact on the Funds' operations
and the services that are provided to the Funds' shareholders. In addition, to
the extent that the operations of issuers of securities held by the Funds are
impaired by the Year 2000 problem or the Euro, or prices of securities held by
the Funds' decline as a result of real or perceived problems relating to the
Year 2000 or the Euro, the value of the Funds' shares may be materially
affected.      

    
With respect to the Year 2000, the Funds have been advised that Alliance, each
Fund's investment adviser, Alliance Fund Distributors, Inc. ("AFD"), each Fund's
principal underwriter, and Alliance Fund Services, Inc. ("AFS"), each Fund's
registrar transfer agent and dividend disbursing agent (collectively,
"Alliance") began to address the Year 2000 issue several years ago in connection
with the replacement or upgrading of certain computer systems and applications.
During 1997, Alliance began a formal Year 2000 initiative, which established a
structured and coordinated process to deal with the Year 2000 issue. Alliance
reports that it has completed its assessment of the Year 2000 issues on its
domestic and international computer systems and applications. Currently,
management of Alliance expects that the required modifications for the majority
of its significant systems and applications that will be in use on January 1,
2000, will be completed and tested by the end of 1998. Full integration testing
of these systems and testing of interfaces with third-party suppliers will
continue through 1999. At this time, management of Alliance believes that the
costs associated with resolving this issue will not have a material adverse
effect on its operations or on its ability to provide the level of services it
currently provides to the Funds.     

    
With respect to the Euro, the Funds have been advised that Alliance has
established a project team to assess changes that will be required in connection
with the introduction of the Euro. Alliance reports that its project team has
assessed all systems, including those developed or managed internally, as well
as those provided by vendors, in order to determine the modifications that will
be required to process accurately transactions denominated in Euro after 1998.
At this time, management of Alliance expects that the required modifications for
the introduction of the Euro will be completed and tested before the end of
1998. Management of Alliance believes that the costs associated with resolving
this issue will not have a material adverse effect on its operations or on its
ability to provide the level of services it currently provides to the Funds. 
     

    
The Funds and Alliance have been advised by the Funds' Custodians that they are
also in the process of reviewing their systems with the same goals. As of the
date of this prospectus, the Funds and Alliance have no reason to believe that
the Custodians will be unable to achieve these goals.      

                    --------------------------------------
                               Purchase And Sale
                    --------------------------------------
                                   Of Shares
                    --------------------------------------

HOW TO BUY SHARES
Each Fund offers multiple classes of shares, of which only the Advisor Class is
offered by this Prospectus. Advisor Class shares of each Fund may be purchased
through your financial representative at net asset value without any initial or
contingent deferred sales charges and are not subject to ongoing distribution
expenses. Advisor Class shares may be purchased and held solely (i) through
accounts established under a fee-based program, sponsored and maintained by a
registered broker-dealer or other financial intermediary and approved by AFD,
(ii) through a self-directed defined contribution employee benefit plan (e.g., a
401(k) plan) that has at least 1,000 participants or $25 million in assets,
(iii) by investment advisory clients of, and certain other persons associated
with, Alliance and its affiliates or the Funds, and (iv) through registered
investment advisers or other financial intermediaries who charge a management,
consulting or other fee for their service and who purchase shares through a
broker or agent approved by AFD and clients of such registered investment
advisers or financial intermediaries whose accounts are linked to the master
account of such investment adviser or financial intermediary on the books of
such approved broker or agent. For more detailed information about who may
purchase and hold Advisor Class shares see the Statements of Additional
Information. A shareholder's Advisor Class shares will automatically convert to
Class A shares of the same Fund under certain circumstances.

For a more detailed description of the conversion feature and Class A shares,
see "Conversion Feature."

                                       41
<PAGE>
 
Generally, a fee-based program must charge an asset-based or other similar fee
and must invest at least $250,000 in Advisor Class shares of each Fund in which
the program invests in order to be approved by AFD for investment in Advisor
Class shares. Share certificates are issued only upon request. See the
Subscription Application and the Statements of Additional Information for more
information.

The Funds may refuse any order to purchase Advisor Class shares. In this regard,
the Funds reserve the right to restrict purchases of Advisor Class shares
(including through exchanges) when there appears to be evidence of a pattern of
frequent purchases and sales made in response to short-term considerations.

How the Funds Value Their Shares
The net asset value of Advisor Class shares of a Fund is calculated by dividing
the value of the Fund's net assets allocable to the Advisor Class by the
outstanding shares of the Advisor Class. Shares are valued each day 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 accurately reflects fair
market value.

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 representative. The
price you will receive is the net asset value 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). If you are in doubt about what documents are required by your
fee-based program or employee benefit plan, you should contact your financial
representative.

Selling Shares Through Your Financial Representative
Your financial representative must receive your request before 4:00 p.m. Eastern
time, and your financial representative must transmit your request to the Fund
by 5:00 p.m. Eastern time, for you to receive that day's net asset value. Your
financial representative 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 AFS along with
certificates, if any, that represent the shares you want to sell. For your
protection, signatures must be guaranteed by a bank, a member firm of a national
stock exchange or other eligible guarantor institution. Stock power forms are
available from your financial representative, 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
                                 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.
Telephone redemption requests must be made by 4 p.m. Eastern time on a Fund
business day in order to receive that day's net asset value. A shareholder who
has completed the appropriate section of the Subscription Application, or the
Shareholder Options form obtained from AFS, can elect to have the proceeds of
his or her redemption sent to his or her bank via an electronic funds transfer.
Proceeds of telephone redemptions also may be sent by check to a shareholder's
address of record. Except for certain omnibus accounts, redemption requests by
electronic funds transfer may not exceed $100,000 and redemption requests by
check may not exceed $50,000 per day. Telephone redemption is not available for
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.

    
AFD from time to time pays additional cash or other incentives to dealers or
agents 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 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     
                                       42
<PAGE>
 
    
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 dealer or agent 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.
    

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.

HOW TO EXCHANGE SHARES
You may exchange your Advisor Class shares of any Fund for Advisor Class shares
of other Alliance Mutual Funds (including AFD Exchange Reserves, a money market
fund managed by Alliance). Exchanges of shares are made at the net asset value
next determined and without sales or service charges. Exchanges may be made by
telephone or written request. Telephone exchange requests must be received by
AFS by 4:00 p.m. Eastern time on a Fund business day in order to receive that
day's net asset value.

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.

GENERAL
If you are a Fund shareholder through an account established under a fee-based
program, your fee-based program may impose requirements with respect to the
purchase, sale or exchange of Advisor Class shares of a Fund that are different
from those described in this Prospectus. A transaction, service, administrative
or other similar fee may be charged by your broker-dealer, agent, financial
intermediary or other financial representative with respect to the purchase,
sale or exchange of Advisor Class shares made through such financial
representative. Such financial intermediaries may also impose requirements with
respect to the purchase, sale or exchange of shares that are different from, or
in addition to, those imposed by a Fund, including requirements as to the
minimum initial and subsequent investment amounts.

Each Fund offers three classes of shares other than the Advisor Class, which are
Class A, Class B and Class C. All classes of shares of a Fund have a common
investment objective and investment portfolio. Class A shares are offered with
an initial sales charge and pay a distribution services fee. Class B shares have
a contingent deferred sales charge (a "CDSC") and also pay a distribution
services fee. Class C shares have no initial sales charge or CDSC as long as
they are not redeemed within one year of purchase, but pay a distribution
services fee. Because Advisor Class shares have no initial sales charge or CDSC
and pay no distribution services fee, Advisor Class shares are expected to have
different performance from Class A, Class B or Class C shares. You can obtain
more information about Class A, Class B and Class C shares, which are not
offered by this Prospectus, by contacting AFS by telephone at 800-221-5672 or by
contacting your financial representative.

                      -----------------------------------
                            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.

<TABLE>    
                                                          Principal occupation    
                                                             during the past  
       Fund             Employee; year; title                   five years
- --------------------------------------------------------------------------------
<S>                    <C>                                <C>

Alliance Fund           Alden M. Stewart since 1997-       Associated with
                        Executive Vice President of        Alliance 
                        Alliance Capital Management        
                        Corporation ("ACMC")*               

                        Randall E. Haase since 1997-       Associated with
                        Senior Vice President of ACMC      Alliance 

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

Premier Growth Fund     Alfred Harrison since inception-   Associated with
                        Vice Chairman 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 
Quasar Fund             Alden M. Stewart since            (see above)
                        1994--                      
                        (see above)

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

International Fund      Bruce W. Calvert since 1998--      Associated with                      
                        Vice Chairman and Chief            Alliance 
                        Investment Officer                 
                        of ACMC                                

International Premier   Alfred Harrison since 1998--      (see above)  
Growth Fund             (see above)                                                    
                 
                        Thomas Kamp since 1998--           Associated with
                        Senior Vice President              Alliance
                        of ACMC                   

</TABLE>     

                                       43
<PAGE>
 
<TABLE>     
                                                          Principal occupation
                                                             during the past  
       Fund             Employee; year; title                   five years
- --------------------------------------------------------------------------------
<S>                     <C>                                <C>

Worldwide Privatization Mark H. Breedon since inception--  Associated with
Fund                    Senior Vice President of ACMC      Alliance       
                        and Director and Vice President                              
                        of Alliance Capital Limited **      
                             
New Europe Fund         Steven Beinhacker since 1997--     Associated with
                        Vice President of ACMC             Alliance
                                                           
All-Asia                Hiroshi Motoki since 1998--        Associated with
Investment Fund         Senior Vice President of ACMC      Alliance since
                        and Director of Japanese/Asian     1994; prior
                        Equity research                    thereto
                                                           associated
                                                           with Ford Motor
                                                           Company

Greater China           Matthew W. S. Lee since 1997--     Associated with
'97 Fund                Vice President of ACMC             Alliance since       
                                                           1997; prior
                                                           thereto
                                                           associated with
                                                           National Mutual
                                                           Funds
                                                           Management (Asia)
                                                           since 1994 and 
                                                           James Capel and 
                                                           Co. since prior to
                                                           1994                        

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

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

                        Ronald L. Simcoe since 1993--      Associated with
                        Vice President of ACMC             Alliance 
  
Global Environment      Linda Bolton Weiser since 1998--   Associated with
Fund                    Vice President of ACMC             Alliance 
 
Balanced Shares         Paul Rissman since 1997--          Associated with
                        Senior Vice President of ACMC      Alliance

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

Growth & Income         Paul Rissman since 1994--          (see above)
Fund                    (see above)                       

Real Estate             Daniel G. Pine since 1996--        Associated with
Investment Fund         Senior Vice President              Alliance since 
                        of ACMC                            1996; prior
                                                           thereto, Senior  
                                                           Vice President of
                                                           Desai Capital    
                                                           Management        
     
                        David Kruth since 1997--           Associated with
                        Vice President of ACMC             Alliance since     
                                                           1997; prior       
                                                           thereto Senior    
                                                           Vice President of 
                                                           the Yarmouth      
                                                           Group              
- --------------------------------------------------------------------------------
</TABLE>      
     *  The sole general partner of Alliance.
        
    
   **   An indirect wholly-owned subsidiary of Alliance.     

    
Alliance is a leading international investment manager supervising client
accounts with assets as of June 30, 1998 totaling more than $262 billion (of
which approximately $107 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 58 registered investment companies managed by Alliance
comprising 123 separate investment portfolios currently have over two million
shareholders. As of June 30, 1998, Alliance was an investment manager of
employee benefit plan assets for 32 of the Fortune 100 companies.      

    
Alliance Capital Management Corporation ("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-UAP, a French insurance
holding company. Certain information concerning the ownership and control of
Equitable by AXA-UAP is set forth in each Fund's Statement of Additional
Information under "Management of the Funds."      

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

    
Set forth below is performance data provided by Alliance relating to the
Historical Portfolios for each of the nineteen full calendar years during which
Mr. Harrison has managed the Historical Portfolios as an employee of Alliance
and cumulatively through September 30, 1998. As of September 30, 1998, the
assets in the Historical Portfolios totaled approximately $12.3 billion and the
average size of an institutional account in the Historical Portfolio was $412
million. Each Historical Portfolio has a nearly identical composition of
investment holdings and related percentage weightings.      

The performance data is net of all fees (including brokerage commissions)
charged to those accounts. The performance data is computed in accordance with
standards formulated by the Association of Investment Management and Research
and has not been adjusted to reflect any fees that will be 

                                       44
<PAGE>
 
payable by Premier Growth Fund, which are higher than the fees imposed on the
Historical Portfolio and will result in a higher expense ratio and lower returns
for Premier Growth Fund. Expenses associated with the distribution of Class A,
Class B and Class C shares of Premier Growth Fund in accordance with the plan
adopted by Premier Growth Fund's Board of Directors pursuant to Rule 12b-1 under
the 1940 Act ("distribution fees") are also excluded. See "Expense Information."
The performance data has also not been adjusted for corporate or individual
taxes, if any, payable by the account owners.

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

As reflected below, the Historical Portfolios have over time performed favorably
when compared with the performance of recognized performance indices. The S&P
500 Index is a widely recognized, unmanaged index of market activity based upon
the aggregate performance of a selected portfolio of publicly traded common
stocks, including monthly adjustments to reflect the reinvestment of dividends
and other distributions. The S&P 500 Index reflects the total return of
securities comprising the Index, including changes in market prices as well as
accrued investment income, which is presumed to be reinvested. The Russell 1000
universe of securities is compiled by Frank Russell Company and is segmented
into two style indices, based on the capitalization-weighted median book-to-
price ratio of each of the securities. At each reconstitution, the Russell 1000
constituents are ranked by their book-to-price ratio. Once so ranked, the
breakpoint for the two styles is determined by the median market capitalization
of the Russell 1000. Thus, those securities falling within the top fifty percent
of the cumulative market capitalization (as ranked by descending book-to-price)
become members of the Russell Price-Driven Indices. The Russell 1000 Growth
Index is, accordingly, designed to include those Russell 1000 securities with a
greater-than-average growth orientation. In contrast with the securities in the
Russell Price-Driven Indices, companies in the Growth Index tend to exhibit
higher price-to-book and price-earnings ratios, lower dividend yield and higher
forecasted growth values.

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

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

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

<TABLE>     
<CAPTION>
Schedule of Composite Investment Performance--Historical Portfolios*

                                                            Russell        Lipper
                 Premier    Historical        S&P 500        1000         Growth      
                 Growth     Portfolios         Index      Growth Index   Fund Index                       
                  Fund    Total Return**    Total Return  Total Return  Total Return 
                 ------   ---------------   ------------  ------------  ------------ 
<S>            <C>        <C>               <C>            <C>          <C>  
1/1/98 to                                                               
     9/30/98***   9.09%        15.27%          6.04%          9.44%         2.38%
Year ended:                                                             
     1997***     27.05%        34.64%         33.36%         30.49%        25.30%
     1996***     18.84         22.06          22.96          23.12         17.48
     1995***     40.66         39.83          37.58          37.19         32.65
     1994        (9.78)        (4.82)          1.32           2.66         (1.57)
     1993         5.35         10.54          10.08           2.90         11.98
     1992           --         12.18           7.62           5.00          7.63
     1991           --         38.91          30.47          41.16         35.20
     1990           --         (1.57)         (3.10)         (0.26)        (5.00)
     1989           --         38.80          31.69          35.92         28.60
     1988           --         10.88          16.61          11.27         15.80
     1987           --          8.49           5.25           5.31          1.00
     1986           --         27.40          18.67          15.36         15.90
     1985           --         37.41          31.73          32.85         30.30
     1984           --         (3.31)          6.27           (.95)        (2.80)
     1983           --         20.80          22.56          15.98         22.30
     1982           --         28.02          21.55          20.46         20.20
     1981           --         (1.09)         (4.92)        (11.31)        (8.40)
     1980           --         50.73          32.50          39.57         37.30
     1979           --         30.76          18.61          23.91         27.40
</TABLE>       

                                       45
<PAGE>

<TABLE>     
<CAPTION>
                                                            Russell        Lipper
                 Premier    Historical        S&P 500        1000         Growth      
                 Growth     Portfolios         Index      Growth Index   Fund Index                       
                  Fund    Total Return**    Total Return  Total Return  Total Return 
                 ------   ---------------   ------------  ------------  ------------ 
<S>            <C>        <C>               <C>            <C>          <C>  
 Cumulative total
     return for
     the period
     January 1,
     1979 to
     September 30,
     1998           --         3,542%         2,064%         1,852%        1,613%
</TABLE>      
    
 *   Total return is a measure of investment performance that is based upon the
     change in value of an investment from the beginning to the end of a
     specified period and assumes reinvestment of all dividends and other
     distributions. The basis of preparation of this data is described in the
     preceding discussion. Total returns for Premier Growth Fund are for Class A
     Shares with imposition of the maximum 4.25% sales charge.      

    
**   Assumes imposition of the maximum advisory fee charged by Alliance for any
     Historical Portfolio for the period involved.      

***  During this period, the Historical Portfolios differed from Premier Growth
     Fund in that Premier Growth Fund invested a portion of its net assets in
     warrants on equity securities in which the Historical Portfolios were
     unable, by their investment restrictions, to purchase. In lieu of warrants,
     the Historical Portfolios acquired the common stock upon which the warrants
     were based. 

    
The average annual total returns presented below are based upon the cumulative
total return as of September 30, 1998, and for more than one year assume a
steady compounded rate of return and are not year-by-year results, which
fluctuated over the periods as shown.      

<TABLE>     
<CAPTION>
                                        Average Annual Total Returns
                       ---------------------------------------------------------------
                        Premier                               Russell         Lipper                         
                        Growth    Historical      S&P 500      1000           Growth              
                         Fund      Portfolios**    Index     Growth Index    Fund Index 
                       --------   -------------   --------   ------------    ----------
<S>                    <C>        <C>             <C>        <C>             <C> 
One year........        6.21%        13.19%        6.08%        11.11%          3.07%
Three years.....        21.82        24.22         22.60        22.50          16.43
Five years......        20.23        20.70         19.91        20.80          15.52
Ten years*......        19.98+       19.70         17.29        18.07          15.01
Since January 1,                                                             
  1979..........           --        19.97         16.84        16.23          15.47
                       ---------------------------------------------------------------
</TABLE>      
   
    * Since inception on 9/28/92

ADMINISTRATOR 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.
    
CONSULTANT TO ALLIANCE WITH RESPECT TO GREATER CHINA COUNTRIES     
    
In connection with its provisions of advisory services to Greater China '97
Fund, Alliance has retained at its expense as a consultant New Alliance, a joint
venture company headquartered in Hong Kong which was formed in 1997 by Alliance
and Sun Hung Kai Properties Limited ("SHKP"). New Alliance provides Alliance
with ongoing, current and comprehensive information and analysis of conditions
and developments in Greater China countries consisting of, but not limited to,
statistical and factual research and assistance with respect to economic,
financial, political, technological and social conditions and trends in Greater
China countries, including information on markets and industries. In addition to
its own staff of professionals, New Alliance has access to the expertise and
personnel of SHKP, one of Hong Kong's preeminent property and business groups.
SHKP is one of the largest enterprises in Hong Kong measured by market
capitalization and has considerable expertise in evaluating business and market
conditions in Hong Kong and the other Greater China countries. Its activities
complementary to property development include insurance and estate management,
and SHKP is diversified as well into telecommunications and infrastructure
projects.      

    
CONSULTANT TO ALLIANCE WITH RESPECT TO INVESTMENT IN REAL ESTATE SECURITIES
Alliance, with respect to investment in real estate securities, has retained as
a consultant CB Richard Ellis, Inc. ("CBRE"), a publicly held company and the
largest real estate services company in the United States, comprised of real
estate brokerage, property and facilities management, and real estate finance
and investment advisory activities. In 1997, CBRE completed 22,100 sale and
lease transactions, managed over 6,600 client properties, created over $5
billion in mortgage originations, and completed over 3,600 appraisal and
consulting assignments. In addition, they advised and managed for institutions
over $4 billion in real estate investments. CBRE will make available to Alliance
the CBRE National Real Estate Index, which gathers, analyzes and publishes
targeted research data for the 66 largest U.S. markets, based on a variety of
public-sector and private-sector sources as well as CBRE's proprietary database
of approximately 80,000 property transactions representing over $500 billion of
investment property. This information provides a substantial component of the
research and data used to create the REIT.Score model. As a consultant, CBRE
provides to Alliance, at Alliance's expense, such in-depth information regarding
the real estate market, the factors influencing regional valuations and analysts
of recent transactions in office, retail, industrial and multi-family properties
as Alliance shall from time to time request. CBRE will not furnish 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.      

    
CBRE is one of the three largest fee-based property management firms in the
United States, the largest commercial real estate lease brokerage firm in the
country, the largest investment property brokerage firm in the country, as well
as one of the largest publishers of real estate research, with approximately
8,000 employees worldwide. CBRE will provide Alliance with exclusive access to
its REIT . Score model which ranks approximately 142 REITs based on the relative
attractiveness of the property markets in which they own real estate. This model
scores the approximately 18,000 individual properties owned by these companies.
REIT . Score is in turn based on CBRE's National Real Estate Index which 
gathers, analyzes and publishes targeted research for the 66 largest U.S. real
estate markets based on a variety of public- and private-sector sources as well
as CBRE's proprietary database of 80,000 commercial property transactions
representing over $500 billion of investment property and over 2,500 tracked
properties which report rent and expense data quarterly. CBRE has previously
provided access to its REIT.Score model results primarily to the institutional
market      

                                       46
<PAGE>

     
through subscriptions. The model is no longer provided to any research
publications and Real Estate Investment Fund is currently the only mutual fund
available to retail investors that has access to CBRE's REIT . Score model.     

DISTRIBUTION SERVICES AGREEMENTS
Each Fund has entered into a Distribution Services Agreement with AFD with
respect to the Advisor Class shares. 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 service 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 120 days following the date of its payment, reinvest the dividend or
distribution in additional shares of that Fund without charge by returning to
Alliance, with appropriate instructions, the check representing 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.

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. Since REITs pay
distributions based on cash flow, without regard to depreciation and
amortization, it is likely that a portion of the distributions paid to Real
Estate Investment Fund and subsequently distributed to shareholders may be a
nontaxable return of capital. The final determination of the amount of a Fund's
return of capital distributions for the period will be made after the end of
each calendar year.

If you buy shares just before a Fund deducts a distribution from its 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.

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
(or to permit shareholders to claim a deduction for such foreign taxes), but
there can be no assurance that any Fund will be able to do so. Furthermore, a
shareholder's ability to claim a foreign tax credit or deduction in respect of
foreign taxes paid by a Fund may be subject to certain limitations imposed by
the Code, as a result of which a shareholder may not be permitted to claim a
full credit or deduction for the amount of such taxes.      

U.S. FEDERAL INCOME TAXES
    
Each Fund intends to qualify to be taxed as a "regulated investment company"
under the Code. Qualification as a regulated investment company relieves that
Fund of federal income taxes on that part of its taxable income including net
capital gain 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. Dividends received from
REITs or from foreign corporations generally do not constitute qualifying
dividends. A corporation's dividends-received deduction generally will be
disallowed unless the corporation holds shares in the Fund at least 46 days
during the 90 day period beginning 45 days before the date on which the
corporation becomes entitled to receive the dividend. Furthermore, the 
dividends-received deduction will be disallowed to the extent a corporation's
investment in shares of a Fund is financed with indebtedness.     

    
Distributions of net capital gain (i.e., the excess of net long-term capital
gain over net short-term capital loss) are taxable as long-term capital gain,
regardless of how long a shareholder has held shares in a Fund. Distributions of
net capital gain are not eligible for the dividends-received deduction referred
to above.      

    
Under current federal tax law, the amount of an income dividend or capital gains
distribution declared by a Fund      
 

                                       47
<PAGE>
 
    
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 of net 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, generally
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.      

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.

Under certain circumstances, if a Fund realizes losses (e.g., from fluctuations
in currency exchange rates) after paying a dividend, all or a portion of the
dividend may subsequently be characterized as a return of capital. Returns of
capital are generally nontaxable, but will reduce a shareholder's basis in
shares of a Fund. If that basis is reduced to zero (which could happen if the
shareholder does not reinvest distributions and returns of capital are
significant) any further returns of capital will be taxable as capital gain. See
"Dividends, Distributions and Taxes" in the Statements of Additional
Information. Shareholders will be advised annually as to the tax status of
dividends and capital gains and return of capital distributions. Shareholders
are urged to consult their tax advisors regarding their own tax situation.
Distributions by a Fund may be subject to state and local taxes.


                        ------------------------------
                              Conversion Feature
                        ------------------------------


CONVERSION TO CLASS A SHARES
    
Advisor Class shares may be held solely through the fee-based program accounts,
employee benefit plans and registered investment advisory or other financial
intermediary relationships described above under "Purchase and Sale of Shares--
How to Buy Shares," and by investment advisory clients of, and certain other
persons associated with, Alliance and its affiliates or the Funds. If (i) a
holder of Advisor Class shares ceases to participate in the fee-based program or
plan, or to be associated with an investment advisor or financial intermediary,
in each case that satisfies the requirements to purchase shares set forth under
"Purchase and Sale of Shares--How to Buy Shares" or (ii) the holder is otherwise
no longer eligible to purchase Advisor Class shares as described in this
Prospectus (each, a "Conversion Event"), then all Advisor Class shares held by
the shareholder will convert automatically and without notice to the
shareholder, other than the notice contained in this Prospectus, to Class A
shares of the Fund during the calendar month following the month in which the
Fund is informed of the occurrence of the Conversion Event. The failure of a
shareholder or a fee-based program to satisfy the minimum investment
requirements to purchase Advisor Class shares will not constitute a Conversion
Event. The conversion would occur on the basis of the relative net asset values
of the two classes and without the imposition of any sales load, fee or other
charge. Class A shares are subject to a distribution fee that may not exceed an
annual rate of .30%. The higher fees mean a higher expense ratio, so Class A
shares pay correspondingly lower dividends and may have a lower net asset value
than Advisor Class shares.      


                       --------------------------------
                              General Information
                       --------------------------------

PORTFOLIO TRANSACTIONS
Consistent with the Conduct Rules 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 International Premier
Growth Fund (1997), Alliance Worldwide Privatization Fund, Inc. (1994), Alliance
New Europe Fund, Inc. (1990), Alliance All-Asia Investment Fund, Inc. (1994),
Alliance Greater China '97 Fund (1997), Alliance Global Small Cap Fund, Inc.
(1966), Alliance Global Environment Fund, Inc. (1990), Alliance Utility Income
Fund, Inc. (1993), Alliance Growth and Income Fund, Inc. (1932) and Real Estate
Investment Fund, Inc. (1996). Each of the following Funds is either a
Massachusetts business trust or a series of a Massachusetts business trust
organized in the year indicated: Alliance Growth Fund (a series of The Alliance
Portfolios) (1987), and Alliance International Fund (1980). Prior to August 2,
1993, The Alliance Portfolios was known as The Equitable Funds and Growth Fund
was known as The Equitable Growth Fund.     


                                       48
<PAGE>

It is anticipated that annual shareholder meetings will not be held; shareholder
meetings will be held only when required by federal or state law. Shareholders
have available certain procedures for the removal of Directors.

    
A shareholder in a Fund will be entitled to share pro rata with other holders of
the same class of shares 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. The Funds are empowered to
establish, without shareholder approval, additional portfolios, which may have
different investment objectives and policies than those of the Fund, and
additional classes of shares within the Funds, 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. Advisor Class, Class A, Class B and Class C shares have
identical voting, dividend, liquidation and other rights, except that each class
bears its own transfer agency expenses, each of Class A, Class B and Class C
shares of each Fund bears its own distribution expenses and Class B and Advisor
Class shares convert to Class A shares under certain circumstances. Each class
of shares of each Fund votes separately with respect to 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.

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 each class of shares, including Advisor Class 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, Real Estate Investment Fund and Utility
Income Fund may also advertise their "yield," which is also computed separately
for each class of shares, including Advisor Class 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.

Balanced Shares, Utility Income Fund, Real Estate Investment 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 each class of shares, including Advisor Class shares.

A Fund's 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.


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."

                                       49
<PAGE>
 
- --------------------------------------
Alliance Stock Funds 
Subscription Application
- - Advisor Class
- --------------------------------------
  The Alliance Fund
  Growth Fund
  Premier Growth Fund
  Technology Fund
  Quasar Fund
  International Fund
  International Premier Growth Fund 
  Worldwide Privatization Fund 
  New Europe Fund 
  All-Asia Investment Fund 
  Greater China '97 Fund 
  Global Small Cap Fund
  Global Environment Fund 
  Balanced Shares 
  Utility Income Fund 
  Growth & Income Fund
  Fund Real Estate Investment Fund

To Open Your New Alliance Account...
Please complete the application and mail it to:
       Alliance Fund Services, Inc.
       P.O. Box 1520
       Secaucus, New Jersey 07096-1520
For certified or overnight deliveries, send to:
       Alliance Fund Services, Inc.
       500 Plaza Drive
       Secaucus, New Jersey  07094
Section 1  Your Account Registration
(Required)
Complete one of the available choices. To ensure proper 
tax reporting to the IRS:
  . Individuals, Joint Tenants, Transfer on Death and 
    Gift/Transfer to a Minor:
     o Indicate your name(s) exactly as it appears on 
       your social security card.
  . Transfer on Death:
     o Ensure that your state participates
  . Trust/Other:
     o Indicate the name of the entity exactly as it 
       appeared on the notice you received from the IRS 
       when your Employer Identification number was
       assigned.

Section 2  Your Address (Required)  Complete in full.
  . Non-Resident Alien:
     o Indicate your permanent country of residence.

Section 3 Your Initial Investment (Required) For each fund in which you are
investing (1) Write the three digit fund number in the column titled `Indicate
three digit fund number located below'.
<PAGE>
 
(2) Write the dollar amount of your initial purchase in the column titled
`Indicate Dollar Amount'.
(3) Check off a distribution option for your dividends. 
(4) Check off a distribution option for your capital gains. All distributions
(dividends and capital gains) will be reinvested into your fund account unless
you direct otherwise. If you want distributions sent directly to your bank
account, then you must complete Section 4D and attach a preprinted, voided check
for that account. If you want your distributions sent to a third party you must
complete Section 4E.

Section 4 Your Shareholder Options (Complete only those options you want) 
A. Automatic Investment Plans (AIP) - You can make periodic investments into any
of your Alliance Funds in one of three ways. First, by a periodic withdrawal
($25 minimum) directly from your bank account and invested into an Alliance
Fund. Second, you can direct your distributions (dividends and capital gains)
from one Alliance Fund into another Fund. Or third, you can automatically
exchange monthly ($25 minimum) shares of one Alliance Fund for shares of another
Fund. To elect one of these options, complete the appropriate portion of Section
4A & 4D. If more than one dividend direction or monthly exchange is desired,
please call our Literature Center to obtain a Shareholder Account Services
Options Form for completion.
B. Telephone Transactions via EFT - Complete this option if you would like to be
able to transact via telephone between your fund account and your bank account.
C. Systematic Withdrawal Plans (SWP) - Complete this option if you wish to
periodically redeem dollars from one of your fund accounts. Payments can be made
via Electronic Funds Transfer (EFT) to your bank account or by check.
D. Bank Information - If you have elected any options that
involve transactions between your bank account and your fund account or have
elected cash distribution options and would like the payments sent to your bank
account, please tape a preprinted,voided check of the account you wish to use to
this section of the application.
E. Third Party Payment Details - If you have chosen cash distributions and/or a
Systematic Withdrawal Plan and would like the payments sent to a person and/or
address other than those provided in section 1 or 2, complete this
option. Medallion Signature Guarantee is required if your account is not
maintained by a broker dealer.

Section 5 Shareholder Authorization (Required)  All owners must sign. If it is a
custodial, corporate, or trust account, the custodian, an authorized officer, or
the trustee respectively must sign.

If We Can Assist You In Any Way, Please Do Not Hesitate To Call Us At: 
(800) 221-5672.

- ------------------------------------
For Literature Call:  (800) 227-4618
- ------------------------------------
<PAGE>
 
The Alliance Stock Funds Subscription Application - Advisor Class


1. Your Account Registration  (Please Print in Capital Letters and Mark Check 
   Boxes Where Applicable)


[_] Individual Account { [_] Male [_] Female } -or- [_] Joint Account -or-

[_] Transfer On Death  { [_] Male [_] Female } -or- [_] Gift/Transfer to a Minor


    [_][_][_][_][_][_][_][_][_][_]   [_]   [_][_][_][_][_][_][_][_][_][_]
    Owner or Custodian (First Name)  (MI)  (Last Name)

    [_][_][_][_][_][_][_][_][_][_]   [_]   [_][_][_][_][_][_][_][_][_][_]
    (First Name) Joint Owner*,       (MI)  (Last Name)
    Transfer On Death Beneficiary 
    or Minor      

    [_][_][_]-[_][_]-[_][_][_][_]          If Uniform Gift/Transfer
    Social Security Number of Owner        to Minor Account:
    or Minor (required to open account)    [_][_] Minor's State of Residence

    If Joint Tenants Account:  * The Account will be registered
    "Joint Tenants with right of Survivorship" unless you indicate 
    otherwise below:

    [_] In Common  [_] By Entirety  [_] Community Property

    [_] Trust -or- [_] Corporation -or- [_] Other_______________________________

    [_][_][_][_][_][_][_][_][_][_]   [_]   [_][_][_][_][_][_][_][_][_][_]
    Name of Trustee if applicable    (MI)  (Last Name)
    (First Name) 

    [_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_]
    Name of Trust or Corporation or Other Entity

    [_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_][_]
    Name of Trust or Corporation or Other Entity continued

    [_][_][_][_][_][_][_][_]       [_][_][_][_][_][_][_][_][_]
    Trust Dated (MM,DD,YYYY)       Tax ID Number (required to open account)
                                   [_] Employer ID Number   - OR -  [_]Social
                                                                       Security
                                                                       Number


  2. Your Address

    [_][_][_][_][_][_][_]          [_][_][_][_][_][_][_][_][_][_][_][_][_][_]
    Street Number                  Street Name


    [_][_][_][_][_][_][_][_][_][_][_][_][_]       [_][_]      [_][_][_][_][_]
    City                                          State       Zip code


    [_][_][_][_][_][_][_][_][_]     [_][_][_]   -  [_][_][_]  -  [_][_][_][_]
    If Non-U.S., Specify Country    Daytime Phone Number

    [_]  U.S. Citizen    [_]  Resident Alien   [_]  Non-Resident Alien


                                                         ALLIANCE CAPITAL [LOGO]

80887GEN-TASFApp-Advisor-P1



                                                     1
<PAGE>

- ----------------------------------- 
3. Your Initial Investment
- ----------------------------------- 

I hereby subscribe for shares of the following Alliance Stock Fund(s) Advisor
Class and elect distribution options as indicated.

Broker/Dealer Use Only: Wire Confirm #  
                                        
Dividend and Capital Gain Distribution Options:                               
R   Reinvest distributions into my fund account.
- -   ----------------------
C   Send my distributions in cash to the address I have provided in Section 2. 
- -   -----------------------------
    (Complete Section 4D for direct deposit to your bank account. Complete    
    Section 4E for payment to a third party).                                 

D   Direct my distributions to another Alliance fund. Complete the appropriate
- -   ------------------------------------------------
    portion of Section 4A to direct your distributions (dividends and capital 
    gains) to another Alliance Fund.                                          

- -----------   --------------  ----------------------  ------------------------
 Make all     Indicate three                          Distributions Options 
 checks/*/      digit Fund    Indicate Dollar Amount     /*/Check One/*/ 
payable to:      number                               ------------------------
 Alliance     located below                           ---------  -------------
  Funds                                               Dividends  Capital Gains 
- -----------   --------------  ----------------------  ---------  -------------
                                                      R   C   D  R     C     D


- ----------------------------
         Total Investment
- ----------------------------
/*/  Cash and money orders are not accepted

- -----------------------------------------------------
Alliance Stock Fund Names and Numbers
- -----------------------------------------------------

                                                 ------------       
                                                    Advisor         
                                                     Class          
                                                 ------------       
                 The Alliance Fund                     444          
                 Growth Fund                           431          
- --------         Premier Growth Fund                   478          
DOMESTIC         Technology Fund                       482          
- --------         Quasar Fund                           426          
                 International Fund                    440          
                 International Premier Growth          479          
                 Worldwide Privatization Fund          412          
- ------           New Europe Fund                       462          
GLOBAL           All-Asia Investment Fund              418          
- ------           Greater China '97 Fund                460          
                 Global Small Cap Fund                 445          
                 Global Environment Fund               481          
- ------           Balanced Shares                       496          
TOTAL            Utility Income Fund                   409          
RETURN           Growth & Income Fund                  494          
- ------           Real Estate Investment Fund           410           

80887GEN-TASFApp-Advisor-P2

                                  2
<PAGE>
 
4. Your Shareholder Options
A.  Automatic Investment Plans (AIP)

[_]  Withdraw From My Bank Account Via EFT(*) I authorize Alliance to draw on my
     bank account for investment in my fund account(s) as indicated below
     (Complete Section 4D also for the bank account you wish to use).
<TABLE> 
<S>                  <C>                     <C>                                             <C> 
     1-  [_] [_] [_]   [_] [_] [_] [_]         [_] [_],[_] [_] [_].00  [_]                     Frequency:
         Fund Number   Beginning Date (MM,DD)  Amount ($25 minimum)    Frequency               M = monthly 
                                                                                               Q = quarterly
                                                                                               A = annually 
     2-  [_] [_] [_]   [_] [_] [_] [_]         [_] [_],[_] [_] [_].00  [_]           
         Fund Number   Beginning Date (MM,DD)  Amount ($25 minimum)    Frequency     
                                                                                     
                                                                                     
     3-  [_] [_] [_]   [_] [_] [_] [_]         [_] [_],[_] [_] [_].00  [_]           
         Fund Number   Beginning Date (MM,DD)  Amount ($25 minimum)    Frequency     
                                                                                     
                                                                           
(*) Electronic Funds Transfer.  Your bank must be a member of the National Automated Clearing House Association (NACHA)
</TABLE> 

[_]  Direct My Distributions As indicated in Section 3, I would like my
     dividends and/or capital gains directed to the same class of shares of
     another Alliance Fund.

     FROM:  
     ----   [_] [_] [_]     [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] - [_] 
            Fund Number     Account Number (If existing)

     TO:                                                                 
     --     [_] [_] [_]     [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] - [_] 
            Fund Number     Account Number (If existing)

[_]  Exchange My Shares Monthly I authorize Alliance to transact monthly
     exchanges, within the same class of shares, between my fund accounts as
     listed below.

     FROM:  
     ----   [_] [_] [_]     [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] - [_] 
            Fund Number     Account Number (If existing)



            [_] [_], [_] [_] [_].00          [_] [_]
            Amount ($25 minimum)             Day of Exchange(**)

     TO:                                                                 
     --     [_] [_] [_]     [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] - [_] 
            Fund Number     Account Number (If existing)

     (**) Shares exchanged will be redeemed at the net asset value on the "Day
     of Exchange" (If the "Day of Exchange" is not a fund business day, the
     exchange transaction will be processed on the next fund business day). The
     exchange privilege is not available if stock certificates have been issued.

B. Purchases and Redemptions Via EFT
     You can call our toll-free number 1-800-221-5672 and instruct Alliance Fund
     Services, Inc. in a recorded conversation to purchase, redeem or exchange
     shares for your account. Purchase and redemption requests will be processed
     via electronic funds transfer (EFT) to and from your bank account.

     Instructions:  -- Review the information in the Prospectus about telephone
                       transaction services.
                    -- If you select the telephone purchase or redemption
                       privilege, you must write "VOID" across the face of a
                       check from the bank account you wish to use and attach it
                       to Section 4D of this application.

[_]  Purchases and Redemptions via EFT
     I hereby authorize Alliance Fund Services, Inc. to effect the purchase
     and/or redemption of Fund shares for my account according to my telephone
     instructions or telephone instructions from my Broker/Agent, and to
     withdraw money or credit money for such shares via EFT from the bank
     account I have selected.

- --------------------------------------------------------------------------------
     For shares recently purchased by check or electronic funds transfer
     redemption proceeds will not be made available until the Fund is reasonably
     assured the check or electronic funds transfer has been collected, normally
     15 calendar days after the purchase date.
- --------------------------------------------------------------------------------
80887GEN-TASFApp-Advisor-P3

                                                     3
<PAGE>
 
 4. Your Shareholder Options (CONTINUED)

C.  Systematic Withdrawal Plans (SWP)
       In order to establish a SWP, you must reinvest all dividends and capital
       gains.

       [_]  I authorize Alliance to transact periodic redemptions from my fund
            account and send the proceeds to me as indicated below.
<TABLE> 
<CAPTION> 
<S>                           <C>                     <C>                           <C>               <C> 
            1-   [_] [_] [_]   [_] [_] [_] [_]          [_] [_],[_] [_] [_].00        [_]      
                 Fund Number   Beginning Date (MM,DD)   Amount ($25 minimum)          Frequency 
                                                                                                        Frequency:
            2-   [_] [_] [_]   [_] [_] [_] [_]          [_] [_],[_] [_] [_].00        [_]               M = monthly
                 Fund Number   Beginning Date (MM,DD)   Amount ($25 minimum)          Frequency         Q = quarterly  
                                                                                                        A = annually

            3-   [_] [_] [_]   [_] [_] [_] [_]          [_] [_],[_] [_] [_].00        [_]              
                 Fund Number   Beginning Date (MM,DD)   Amount ($25 minimum)          Frequency                       


Please send my SWP proceeds to:

      [_]  My Address of Record (via check) 

      [_]  The Payee and address specified in section 4E (via check)(Medallion
           Signature Guarantee required)

      [_]  My checking account-via EFT (complete section 4D) Your bank must be a
           member of the National Automated Clearing House Association (NACHA)
           in order for you to receive SWP proceeds directly into your bank
           account. Otherwise payment will be made by check

D. Bank Information This bank account information will be used for:

      [_]  Distributions (Section 3)            [_] Telephone Transactions 
                                                     (Section 4B)

      [_]  Automatic Investments (Section 4A)   [_] Withdrawals (Section 4C)


Please Tape a Pre-printed Voided Check Here(*)

                                                       103
J. Smith
123 Main Street
ANYTOWN, USA  12345                                     ____ 19 __


 Pay to the
 Order of ________________________________________$ _______________

____________________________________________________________Dollars

YOUR BANK
123 STREET
ANYTOWN, USA  12345                 VOID


Note ___________________________    _______________________________
   :000000000:       103      000000000:765

ABA Routing Number  Check   Bank Account Number
                    Number

(*) The above services cannot be established without a pre-printed voided check.

For EFT transactions, the fund requires signatures of bank account owners
exactly as they appear on bank records. If the registration at the bank differs
from that on the Alliance mutual fund, all parties must sign in Section 5.


[_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_]
Your Bank's ABA Routing Number       Your Bank Account Number
</TABLE> 
[_] Checking Account        [_] Savings Account

80887GEN-TASFApp-Advisor-P4

                                                                   4
<PAGE>
 
  4. Your Shareholder Options (CONTINUED)

E.  Third Party Payment Details Your signature(s) in Section 5 must be Medallion
    Signature Guaranteed if your account is not maintained by a broker/dealer.
    This third party payee information will be used for:

      [_] Distributions  (section 3)    [_] Systematic Withdrawals (section 4C)

[_] [_] [_] [_] [_] [_] [_] [_] [_] [_]   [_]   [_] [_] [_] [_] [_] [_] [_] [_] 
Name  (First Name)                        (MI)  (Last Name)

[_] [_] [_] [_] [_] [_] [_]     [_] [_] [_][_][_][_] [_] [_] [_] [_] [_] [_][_] 
Street Number                   Street Name

[_] [_] [_] [_] [_] [_] [_] [_] [_] [_] [_]    [_] [_]        [_][_][_] [_] [_] 
City                                           State          Zip code



  Dealer/Agent Authorization - For selected Dealers or Agents ONLY.

We hereby authorize Alliance Fund Services, Inc. to act as our agent in
connection with transactions under this authorization form; and we guarantee the
signature(s) set forth in Section 5, as well as the legal capacity of the
shareholder.

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

- -------------------------------------    --------------------------------------
Dealer/Agent Firm                        Authorized Signature

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

- ---------------------------------   ---- --------------------------------------
Representative First Name           MI   Last Name

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

- -------------------------------------    --------------------------------------
Dealer/Agent Firm Number                 Representative Number

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

- -------------------------------------    --------------------------------------
Branch Number                            Branch Telephone Number

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

- -------------------------------------------------------------------------------
Branch Office Address

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

- --------------------------------  -----  ----  --------------------------------
City                              State        Zip Code



80887GEN-TASFApp-Advisor-P5

                                                     5
<PAGE>
 
5. Shareholder Authorization -- This section MUST be completed

    Telephone Exchanges and Redemptions by Check

    Unless I have checked one or both boxes below, these privileges will
    automatically apply, and by signing this application, I hereby authorize
    Alliance Fund Services, Inc. to act on my telephone instructions, or on
    telephone instructions from any person representing himself to be an
    authorized employee of an investment dealer or agent requesting a redemption
    or exchange on my behalf. (NOTE: Telephone exchanges may only be processed
    between accounts that have identical registrations.) Telephone redemption
    checks will only be mailed to the name and address of record; and the
    address must not have changed within the last 30 days. The maximum telephone
    redemption amount is $50,000 for redemptions by check.

       [_] I do not elect the telephone exchange service

       [_] I do not elect the telephone redemption by check service

    By selecting any of the above telephone privileges, I agree that neither the
    Fund nor Alliance, Alliance Fund Distributors, Inc., Alliance Fund Services,
    Inc. or other Fund Agent will be liable for any loss, injury, damage or
    expense as a result of acting upon telephone instructions purporting to be
    on my behalf, that the Fund reasonably believes to be genuine, and that
    neither the Fund nor any such party will be responsible for the authenticity
    of such telephone instructions. I understand that any or all of these
    privileges may be discontinued by me or the Fund at any time. I understand
    and agree that the Fund reserves the right to refuse any telephone
    instructions and that my investment dealer or agent reserves the right to
    refuse to issue any telephone instructions I may request.

    For non-residents only: Under penalties of perjury, I certify that to the
    best of my knowledge and belief, I qualify as a foreign person as indicated
    in Section 2.

    I am of legal age and capacity and have received and read the Prospectus and
    agree to its terms.

    I certify under penalty of perjury that the number shown in Section 1 of
    this form is my correct tax identification number or I am waiting for a
    number to be issued to me and that I have not been notified that this
    account is subject to backup withholding.

    The Internal Revenue Service does not require your consent to any provision
    of this document other than the certification required to avoid backup
    withholding.


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


- ------------------------------------------------        ---------------------
Signature                                               Date

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


- ------------------------------------------------        ---------------------
Signature                                               Date





- -----------------------------------------
Medallion Signature Guarantee required if 
completing Section 4E and your mutual
fund is not maintained by a broker dealer


                                                         ALLIANCE CAPITAL [LOGO]

80887GEN-TASFApp-Advisor-P6

                                                6

















































                               C-6



<PAGE>

(LOGO)                                 ALLIANCE WORLDWIDE
                                       PRIVATIZATION 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
                      November 2, 1998     
________________________________________________________________

           This Statement of Additional Information is not a
prospectus but supplements and should be read in conjunction with
the current Prospectus for Alliance Worldwide Privatization Fund,
Inc. (the "Fund") that offers the Class A, Class B and Class C
shares of the Fund and the current Prospectus for the Fund that
offers the Advisor Class shares of the Fund (the "Advisor Class
Prospectus" and, together with the Prospectus for the Fund that
offers the Class A, Class B, and Class C shares of the Fund, the
"Prospectus").  Copies of such Prospectuses may be obtained by
contacting Alliance Fund Services, Inc. at the address or the
"For Literature" telephone number shown above.

                        TABLE OF CONTENTS

                                                             PAGE
   
DESCRIPTION OF THE FUND.....................................   
MANAGEMENT OF THE FUND......................................  
EXPENSES OF THE FUND........................................  
PURCHASE OF SHARES..........................................  
REDEMPTION AND REPURCHASE OF SHARES.........................  
SHAREHOLDER SERVICES........................................  
NET ASSET VALUE.............................................  
DIVIDENDS, DISTRIBUTIONS AND TAXES..........................  
BROKERAGE AND PORTFOLIO TRANSACTIONS........................  
GENERAL INFORMATION.........................................  
REPORT OF INDEPENDENT AUDITORS AN
  FINANCIAL STATEMENTS......................................  
APPENDIX A:  OPTIONS........................................  A-1
APPENDIX B:  FUTURES CONTRACTS, OPTIONS ON FUTURES
             CONTRACTS AND OPTIONS ON FOREIGN CURRENCIES....  B-1
APPENDIX C:  BOND RATINGS...................................  C-1
APPENDIX D:  CERTAIN EMPLOYEE BENEFIT PLANS.................  D-1
     






                               C-7



<PAGE>

_______________________________
(R)  This registered service mark used under license from the
owner, Alliance Capital Management L.P.


















































                               C-8



<PAGE>

___________________________________________________________

                     DESCRIPTION OF THE FUND
___________________________________________________________

         Except as otherwise indicated, the investment policies
of 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.  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
company whose investment objective is to seek long term capital
appreciation.  In seeking to achieve its investment objective, as
a fundamental policy, the Fund will invest at least 65% of its
total assets in equity securities that are issued by enterprises
that are undergoing, or that have undergone, privatization as
described below, although normally, significantly more of the
Fund's total assets will be invested in such securities.  The
balance of the Fund's investment portfolio will include
securities of companies that are believed by Alliance Capital
Management L.P., the Fund's investment adviser (the "Adviser") to
be beneficiaries of the privatization process.  Equity securities
include common stock, preferred stock, rights or warrants to
subscribe for or purchase common or preferred stock, securities
(including debt securities) convertible into common or preferred
stock and securities that give the holder the right to acquire
common or preferred stock.

How The Fund Pursues Its Objective

         Investment in 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 the securities of enterprises
undergoing privatization may comprise three distinct situations.
First, the Fund may invest in the initial offering of equity
securities of a government- or state-owned or controlled company
or enterprise (a "state enterprise") that are traded in a
recognized national or international securities market (an


                                2



<PAGE>

"initial equity offering").  Secondly, the Fund may invest in the
securities of a current or former state enterprise following its
initial equity offering, including the purchase of securities in
any secondary offerings.  Finally, the Fund may make privately
negotiated investments in a state enterprise that has not yet
conducted an initial equity offering.  Investments of this type
may be structured, for example, as privately negotiated sales of
stock or other equity interests in joint ventures, cooperatives
or partnerships.  In the opinion of the Adviser, substantial
potential for appreciation in the value of equity securities of
an enterprise undergoing or following privatization exists as the
enterprise rationalizes its management structure, operations and
business strategy to position itself to compete efficiently in a
market economy, and the Fund will seek to emphasize investments
in the equity securities of such enterprises.

         The Fund intends to spread its portfolio investments
among the capital markets of a number of countries and, under
normal market conditions, will invest in the equity securities of
issuers based in at least four, and normally considerably more,
countries.  The percentage of the Fund's assets invested in
equity securities of companies based in a particular country will
vary in accordance with the Adviser's assessment of the
appreciation potential of such securities.  Notwithstanding the
foregoing, no more than 15% of the Fund's total assets will be
invested in securities of issuers in any one foreign country,
except that the Fund may invest up to 30% of its total assets in
securities of issuers in any one of France, Germany, Great
Britain, Italy and Japan. 

         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.  In contrast, nationalization is the process
through which a government or state assumes control of a
privately owned enterprise.  Privatizations may take the form of
individually negotiated transactions, including trade sales or
management buy-outs, or an offering of equity securities.
Governments and states with established economies, including,
among others, France, Great Britain, Germany and Italy, and those
with developing economies, including, among others, Argentina,
Mexico, Chile, Indonesia, Malaysia, Poland and Hungary, are
currently engaged in privatizations.  The Fund will invest in the
securities of enterprises, in any country, that in the Adviser's
opinion present attractive investment opportunities, and the
countries in which the Fund invests will change from time to
time.  It is the Adviser's current intention to invest
approximately 70% of the Fund's total assets in securities of
enterprises located in countries with established economies and


                                3



<PAGE>

the remainder of the Fund's assets in securities of enterprises
located in countries with developing economies. 

         The trend toward privatization of state enterprises is a
global phenomenon that the Adviser expects will continue into the
next century.  In addition, the Adviser believes that a global
portfolio of equity securities of state enterprises that are
undergoing privatization offers investors the opportunity for
significant capital appreciation relative to local and regional
stock market indices. 

         A major premise of the Fund's investment approach is
that, because of the particular characteristics of privatized
companies, their equity securities offer investors opportunities
for significant capital appreciation.  In particular, because
privatization programs are an important part of a country's
economic restructuring, equity securities that are brought to the
market by means of initial equity offerings frequently are priced
to attract investment in order to secure the issuer's successful
transition to private sector ownership.  In addition, these
enterprises generally tend to enjoy dominant market positions in
their local markets.  Because of the relaxation of government
controls upon privatization, these enterprises typically have the
potential for significant managerial and operational efficiency
gains, which, among other factors, can increase their earnings
due to the restructuring that accompanies privatization and the
incentives management frequently receives. 

         Individual regions and countries have different
histories of involvement in the privatization process.  For
example, the countries that formerly constituted the Soviet Union
and the Eastern Bloc are currently exploring privatization partly
as a means of integrating into the international community, while
certain Western European and Latin American countries have had
privatization programs in place for more than ten years.  The
cumulative gross proceeds from major privatizations worldwide has
dramatically increased in recent years.

         Privatization programs are established to address a
range of economic, political or social needs.  Privatization is
generally viewed as a means to achieve increased efficiency and
improve the competitiveness of state enterprises.  Western
European countries are currently engaged in privatization
programs partly as a means of increasing government revenues,
thereby reducing budget deficits.  The reduction of budget
deficits recently has become an important objective as Western
European countries attempt to meet the directives of the European
Commission regarding debt and achieve the target budget deficit
levels established by the Maastricht Treaty.  In developing
market countries, including many of those in Latin America and
Asia, privatization is viewed as an integral part of broad


                                4



<PAGE>

economic measures that are designed to reduce external debt and
control inflation as these countries attempt to meet the
directives of the International Bank for Reconstruction and
Development (the "World Bank") and the International Monetary
Fund regarding desirable debt levels.  Within Eastern and Central
Europe, privatization is also being used as a means of achieving
structural economic changes that will enable Eastern and Central
European countries to develop market economies and compete in the
world markets. 

         The privatization of state enterprises is achieved
through various methods.  A gradual approach is commonly taken at
the early stages of privatization within a country.  Oftentimes,
the government will transfer partial ownership of the enterprise
to a corporation or similar entity and occasionally also broaden
ownership to employees and citizens while retaining an interest.
Occasionally, a few selected foreign minority shareholders are
permitted to make private investments at this stage.  After the
new corporation has operated under this form of ownership for a
few years, the government may divest itself completely by means
of an equity offering in national and international securities
markets.  Another approach is the formation of an investment fund
owned by employees and citizens that, with the assistance of
international managers, operates one or many state enterprises
for a set term, after which the government may divest itself of
its remaining interest.  Foreign investors are often permitted to
become minority shareholders of these investment funds.  In less
gradual privatizations, state enterprises are auctioned to
qualified investors through competitive bidding processes in
private transactions.  Alternatively, equity offerings may be
made directly through the local and international securities
markets. 

         Although the Fund anticipates that it generally will not
concentrate its investments in any industry, it is permitted,
under certain conditions, to invest more than 25% of its total
assets in the securities of issuers whose primary business
activity is that of national commercial banking.  Prior to
concentrating in the securities of national commercial banks, the
Fund's Board of Directors would have to determine, based on
factors in existence at the time of the determination, 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.  The
Adviser anticipates that such circumstances could include periods
during which returns on or market liquidity of investments in
national commercial banks substantially exceed those available on
investments in other industries.  The staff of the Securities and
Exchange Commission (the "Commission") has indicated that, in its
view, registered investment companies may not, absent shareholder


                                5



<PAGE>

approval, change between concentration and non-concentration in
the securities of issuers 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 final resolution of the issue.  There can be no
assurance that the issue will be resolved so as to permit the
Fund to change between concentration and non-concentration in the
manner described above in this paragraph.  To the extent that the
Fund invests more than 25% of its total assets in the national
commercial banks, the Fund's performance could be significantly
influenced by events or conditions affecting this industry and
the Fund's investments may be subject to greater risk and market
fluctuation than those of a fund that has in its portfolio
securities representing a broader range of investment
alternatives.  The national commercial banking industry is
subject to, among other things, increases in interest rates and
deterioration in general economic conditions.

         Except as otherwise noted, the Fund's investment
policies described below are not designated "fundamental
policies" within the meaning of the Investment Company Act of
1940 (the "1940 Act") and, therefore, may be changed by the
Directors of the Fund without a shareholder vote.   However, the
Fund will not change its investment policies without
contemporaneous written notice to shareholders.

         Warrants.  The Fund may invest up to 20% of its total
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; however, the Fund does not presently intend to invest
more than 10% of its total assets in such warrants.  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, 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. 

         Debt Securities and Convertible Debt Securities.  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 under the investment
policies described above. Debt securities include bonds,
debentures, corporate notes and preferred stocks.  Convertible
debt securities are such instruments that are convertible at a
stated exchange rate into common stock.  Prior to their
conversion, convertible securities have the same general


                                6



<PAGE>

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 market
value of debt securities and convertible debt securities tends to
decline as interest rates increase and, conversely, to increase
as interest rates decline.  While convertible securities
generally offer lower interest 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 in 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 maintain not more than 5% of its net assets
in debt securities rated below Baa by Moody's Investors Service,
Inc. ("Moody's") and BBB by Standard and Poor's Ratings Services
("S&P"), or, if not rated, determined by the Adviser to be of
equivalent quality.  The Fund will not purchase a debt security
that, at the time of purchase, is rated below B by Moody's and
S&P, or determined by the Adviser to be of equivalent quality,
but may retain a debt security the rating of which drops below B.
See "Certain Risk Considerations--Securities Ratings."

         Defensive Position.  For temporary defensive purposes,
the Fund may vary from its fundamental investment policy during
periods in which conditions in securities markets or other
economic or political conditions warrant.  The Fund may reduce
its position in equity securities and increase without limit its
position in short-term, liquid, high-grade debt securities, which
may include securities issued by the U.S. government, its
agencies and instrumentalities ("U.S. Government Securities"),
bank deposits, money market instruments, short-term (for this
purpose, securities with a remaining maturity of one year or
less) debt securities, including notes and bonds, and short-term
foreign currency denominated debt securities rated A or higher by
S&P or Moody's or, if not so rated, of equivalent investment
quality as determined by the Adviser.  For this purpose, the Fund
will limit its investments in foreign currency denominated debt
securities to securities that are denominated in currencies in


                                7



<PAGE>

which the Fund anticipates its subsequent investments will be
denominated. 

         Subject to its policy of investing at least 65% of its
total assets in equity securities of enterprises undergoing
privatization, the Fund may also at any time temporarily invest
funds awaiting reinvestment or held as reserves for dividends and
other distributions to shareholders in money market instruments
referred to above. 

Additional Investment Policies and Practices

         Options.  The Fund may 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 traded on U.S.
and foreign securities exchanges and over-the-counter, including
options on market indices.  The Fund will only write "covered"
put and call options, unless such options are written for
cross-hedging purposes.  There are no specific limitations on the
Fund's writing and purchasing of options.

         A put option gives the purchaser of such option, upon
payment of a premium, the right to deliver a specified amount of
a security to the writer of the option on or before a fixed date
at a predetermined price.  A call option gives the purchaser of
the option, upon payment of a premium, the right to call upon the
writer to deliver a specified amount of a security on or before a
fixed date at a predetermined price.  A call option written by
the Fund is "covered" if the Fund owns the underlying security
covered by the call 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.  A call option is also covered if the Fund
holds a call 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 liquid
assets in a segregated account with its custodian.  A put option
written by the Fund is "covered" if the Fund maintains liquid
assets with a value equal to the exercise price in a segregated
account with its Custodian, or else holds a put on the same
security and in the same principal amount as the put written
where the exercise price of the put held is equal to or greater
than the exercise price of the put written.  The premium paid by
the purchaser of an option will reflect, among other things, the
relationship of the exercise price to the market price and
volatility of the underlying security, the remaining term of the
option, supply and demand and interest rates.  It would realize a
loss if the price of the underlying security increased or


                                8



<PAGE>

remained the same or did not decrease during that period by more
than the amount of the premium.  If a put or call option
purchased by the Fund were permitted to expire without being sold
or exercised, its premium would be lost by the Fund.

         A call option is for cross-hedging purposes if the Fund
does not own the underlying security but seeks to provide a hedge
against a decline in value in another security which the Fund
owns or has the right to acquire.  In such circumstances, the
Fund collateralizes its obligation under the option by
maintaining in a segregated account with the Fund's custodian
liquid assets in an amount not less than the market value of the
underlying security, marked to market daily.  The 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 a call option, the Fund would be in a
position to realize a gain if, during the option period, the
price of the underlying security increased by an amount in excess
of the premium paid.  It would realize a loss if the price of the
underlying security declined or remained the same or did not
increase during the period by more than the amount of the
premium.  In purchasing a put option, the Fund would be in a
position to realize a gain if, during the option period, the
price of the underlying security declined by an amount in excess
of the premium paid.  It would realize a loss if the price of the
underlying security increased or remained the same or did not
decrease during that period by more than the amount of the
premium.  If a put or call option purchased by the Fund were
permitted to expire without being sold or exercised, its premium
would be lost by the Fund. 

         If a put option written by the Fund were exercised, the
Fund would be obligated to purchase the underlying security at
the exercise price.  If a call option written by the Fund were
exercised, the Fund would be obligated to sell the underlying
security at the exercise price.  The risk involved in writing a
call option is that there could be an increase in the market
value of the underlying security caused by declining interest
rates or other factors.  If this occurred, the option could be
exercised and the underlying security would then be sold by the
Fund at a lower price than its current market value.  The risk
involved in writing a call option is that there could be an
increase in the market value of the underlying security caused by
declining interest rates or other factors.  If this occurred, the
option could be exercised and the underlying security would then
be sold by the Fund at a lower price than its current market
value.  These risks could be reduced by entering into a closing


                                9



<PAGE>

transaction prior to the option expiration dates if a liquid
market is available.  The Fund retains the premium received from
writing a put or call option whether or not the option is
exercised.  For additional information on the use, risk and costs
of options, see Appendix A. 

         The Fund may purchase or write options on securities of
the types in which it is permitted to invest in privately
negotiated (i.e., over-the-counter) transactions.  The Fund will
effect such transactions only with investment dealers and other
financial institutions (such as commercial banks or savings and
loan institutions) deemed creditworthy by the Adviser, and the
Adviser has adopted procedures for monitoring the
creditworthiness of such entities.  Options purchased or written
by the Fund in negotiated transactions are illiquid and it may
not be possible for the Fund to effect a closing transaction at a
time when the Adviser believes it would be advantageous to do so.
See "Illiquid Securities." 

         Options on Market 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 exercises 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.  There are no specific limitations
on the Fund's purchasing and selling of options on securities
indices. 

         Futures Contracts and Options on Futures Contracts.  The
Fund may 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 stocks ("futures contracts") and may purchase
and write put and call options to buy or sell futures contracts
("options on futures contracts").  A "sale" of a futures contract
means the acquisition of a contractual obligation to deliver the
securities or foreign currencies called for by the contract at a
specified price on a specified date.  A "purchase" of a futures
contract means the incurring of a contractual obligation to
acquire the securities or foreign currencies 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. 



                               10



<PAGE>

         Options on futures contracts written or purchased by the
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. 

         The Fund will not enter into any futures contracts or
options on futures contracts if immediately thereafter the
aggregate of the market value of the outstanding futures
contracts of the Fund and the market value of the currencies and
futures contracts subject to outstanding options written by the
Fund would exceed 50% of the market value of the total assets of
the Fund. 

         The successful use of such instrument draws upon the
Adviser's special skills and experience with respect to such
instruments and usually depends on the Adviser's ability to
forecast interest rate and currency exchange rate movements
correctly.  Should interest or exchange rates move in an
unexpected manner, the Fund may not achieve the anticipated
benefits of futures contracts or options on futures contracts or
may realize losses and thus will be in a worse position than if
such strategies had not been used.  In addition, the correlation
between movements in the price of futures contracts or options on
futures contracts and movements in the price of the securities
and currencies hedged or used for cover will not be perfect and
could produce unanticipated losses.  The Fund's Custodian will
place liquid assets in a segregate account of the Fund having a
value equal to the aggregate amount of the Fund's commitments
under futures contracts.

         For additional information on the use, risks and costs
of futures contracts and options on futures contracts, see
Appendix B.

         Options on Foreign Currencies.  The Fund may purchase
and write put and call options on foreign currencies for the
purpose of protecting against declines in the U.S. Dollar value
of foreign currency-denominated portfolio securities and against
increases in the U.S. Dollar cost of such securities to be
acquired.  As in the case of other kinds of options, however, the
writing of an option on a foreign currency constitutes only a
partial hedge, up to the amount of the premium received, and the
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 adverse to the Fund's position, it


                               11



<PAGE>

may forfeit the entire amount of the premium plus related
transaction costs.  Options on foreign currencies to be written
or purchased by the Fund are traded on U.S. and foreign exchanges
or over-the-counter.  There is no specific percentage limitation
on the Fund's investments in options on foreign currencies.  For
additional information on the use, risks and costs of options on
foreign currencies, see Appendix B. 

         Forward Foreign Currency Exchange Contracts.  The Fund
may purchase or sell forward foreign currency exchange contracts
("forward contracts") to attempt to minimize the risk to the Fund
from adverse changes in the relationship between the U.S. Dollar
and foreign 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
by currency for an agreed price at a future date, and is
individually negotiated and privately traded by currency traders
and their customers.  The 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").  The Fund may 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.  Additionally, for example, when the 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").  In this situation the 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").  To the extent
required by applicable law, the Fund's Custodian will place
liquid assets in a segregated account of the Fund having a value
equal to the aggregate amount of the Fund's commitments under
forward contracts entered into with respect to position hedges
and cross-hedges. If the value of the assets placed in a
segregated account declines, additional liquid assets will be
placed in the account on a daily basis so that the value of the
account will equal the amount of the Fund's commitments with
respect to such contracts.  As an alternative to maintaining all
or part of the segregated account, the Fund may purchase a call
option permitting the Fund to purchase the amount of foreign


                               12



<PAGE>

currency being hedged by a forward sale contract at a price no
higher than the forward contract price or the Fund may purchase a
put option permitting the Fund to sell the amount of foreign
currency subject to a forward purchase contract at a price as
high or higher than the forward contract price. Unanticipated
changes in currency prices may result in poorer overall
performance for the Fund than if it had not entered into such
contracts.  In addition, the Fund may use other methods of
"cover" as are permitted by applicable law.

         While these contracts are not presently regulated by the
Commodity Futures Trading Commission ("CFTC"), the CFTC may in
the future assert authority to regulate forward contracts.  In
such event the Fund's ability to utilize forward contracts in the
manner set forth in the Prospectus may be restricted.  Forward
contracts will reduce the potential gain from a positive change
in the relationship between the U.S. Dollar and foreign
currencies.  Unanticipated changes in currency prices may result
in poorer overall performance for the Fund than if it had not
entered into such contracts.  The use of foreign currency forward
contracts will not eliminate fluctuations in the underlying U.S.
Dollar equivalent value of the proceeds of or rates of return on
the Fund's foreign currency-denominated portfolio securities and
the use of such techniques will subject the Fund to certain
risks.

         The matching of the increase in value of a forward
contract and the decline in the U.S. Dollar equivalent value of
the foreign-currency denominated asset that is the subject of the
hedge generally will not be precise.  In addition, the Fund may
not always be able to enter into foreign currency forward
contracts at attractive prices and this will limit the Fund's
ability to use such contracts to hedge or cross-hedge its assets.
Also, with regard to the Fund's use of cross-hedges, there can be
no assurance that historical correlation between the movement of
certain foreign currencies relative to the U.S. Dollar will
continue.  Thus, at any time poor correlation may exist between
movements in the exchange rates of the foreign currencies
underlying the Fund's cross-hedges and the movements in the
exchange rates of the foreign currencies in which the Fund's
assets that are the subject of such cross-hedges are denominated.
For additional information on the use, risks and costs of forward
foreign currency exchange contracts, see Appendix B.

         Forward Commitments.  The Fund may enter into forward
commitments for the purchase or sale of securities.  Such
transactions 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,



                               13



<PAGE>

corporate reorganization or debt restructuring (i.e., a "when, as
and if issued" trade). 

         When forward commitment transactions are negotiated, the
price, which generally is expressed in yield terms, 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 delayed
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 the Fund
intends to enter into a forward commitment, it will record the
transaction and thereafter reflect 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 the Fund to
protect against anticipated changes in interest rates and prices.
For instance, in periods of rising interest rates and falling
bond prices, the 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, the
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 the Adviser were to forecast incorrectly the
direction of interest rate movements, the Fund might be required
to complete such when-issued or forward transactions at prices
inferior to the then current market values.  No forward
commitments will be made by the Fund if, as a result, the Fund's
aggregate commitments under such transactions would be more than
30% of the then current value of the Fund's total assets. 

         The Fund's right to receive or deliver a security under
a forward commitment may be sold prior to the settlement date,
but the Fund will enter into forward commitments only with the
intention of actually receiving or delivering the securities, as
the case may be.  To facilitate such transactions, the Fund's
Custodian will maintain, in a segregated account of the Fund,
liquid assets having value equal to, or greater than, any
commitments to purchase securities on a forward commitment basis
and, with respect to forward commitments to sell portfolio
securities of the Fund, the portfolio securities themselves.  If
the Fund, however, chooses to dispose of the right to receive or
deliver a security subject to a forward commitment prior to the
settlement date of the transaction, it may incur a gain or loss.
In the event the other party to a forward commitment transaction


                               14



<PAGE>

were to default, the Fund might lose the opportunity to invest
money at favorable rates or to dispose of securities at favorable
prices. 

         Standby Commitment Agreements.  The Fund may from time
to time enter into standby commitment agreements.  Such
agreements commit the Fund, for a stated period of time, to
purchase a stated amount of a security which 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 or not the security
ultimately is issued, which is typically approximately 0.5% of
the aggregate purchase price of the security which the Fund has
committed to purchase. The Fund will enter into such agreements
only for the purpose of investing in the security underlying the
commitment at a yield and price which are considered advantageous
to the Fund and which are unavailable on a firm commitment basis.
The 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 50% of its
assets taken at the time of acquisition of such commitment.  The
Fund will at all times maintain a segregated account with its
Custodian of liquid assets in an aggregate amount equal to the
purchase price of the securities underlying the commitment. 

         There can be no assurance 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, the
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. 

         The purchase of a security subject to a standby
commitment agreement and the related commitment fee will be
recorded on the date on which the security can reasonably be
expected to be issued and the value of the security will
thereafter be reflected in the calculation of the Fund's net
asset value.  The cost basis of the security will be adjusted by
the amount of the commitment fee.  In the event the security is
not issued, the commitment fee will be recorded as income on the
expiration date of the standby commitment. 

         Currency Swaps.  The Fund may enter into currency swaps
for hedging purposes.  Currency swaps involve the exchange by the
Fund with another party of a series of payments in specified
currencies.  Since currency swaps are individually negotiated,


                               15



<PAGE>

the Fund expects to achieve an acceptable degree of correlation
between its portfolio investments and its currency swaps
positions.  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 the Fund's obligations over its entitlements with
respect to each currency swap will be accrued on a daily basis
and an amount of liquid assets having an aggregate net asset
value at least equal to the accrued excess will be maintained in
a segregated accounting by the Fund's custodian.  The 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, the Fund will have contractual
remedies pursuant to the agreements related to the transactions.

         Repurchase Agreements.  The Fund may enter into
repurchase agreements pertaining to U.S. Government Securities
with member banks of the Federal Reserve System or "primary
dealers" (as designated by the Federal Reserve Bank of New York)
in such securities.  There is no percentage restriction on the
Fund's ability to enter into repurchase agreements.  Currently,
the Fund intends to enter into repurchase agreements only with
its custodian and such primary dealers.  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 one day or a few days later.  The resale price is
greater than the purchase price, reflecting an agreed-upon
interest rate which is effective for the period of time the
buyer's money is invested in the security and which is related to
the current market rate rather than the coupon rate on the
purchased security.  This results in a fixed rate of return
insulated from market fluctuations during such period.  Such
agreements permit the Fund to keep all of its assets at work
while retaining "overnight" flexibility in pursuit of investments
of a longer-term nature.  The Fund requires continual maintenance
by its Custodian for its account in the Federal Reserve/Treasury
Book Entry System of collateral in an amount equal to, or in
excess of, the resale price.   In the event a vendor defaulted on
its repurchase obligation, the Fund might suffer a loss to the
extent that the proceeds from the sale of the collateral were
less than the repurchase price.  In the event of a vendor's
bankruptcy, the Fund might be delayed in, or prevented from,
selling the collateral for its benefit.  The Fund's Board of
Directors has established procedures, which are periodically
reviewed by the Board, pursuant to which the Adviser monitors the


                               16



<PAGE>

creditworthiness of the dealers with which the Fund enters into
repurchase agreement transactions.

         Illiquid Securities.  The Fund will not maintain more
than 15% of the Fund's net assets (taken at market value) in
illiquid securities.  For this purpose, illiquid securities
include, among others (a) direct placement or other securities
which are subject to legal or contractual restrictions on resale
or for which there is no readily available market (e.g., many
individually negotiated currency swaps and any assets used to
cover currency swaps, most privately negotiated investments in
state enterprises that have not yet conducted initial equity
offerings, 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), (b) over-the-counter options
and all assets used to cover over-the-counter options, and (c)
repurchase agreements not terminable within seven days.

         The Fund may not be able to readily sell illiquid
securities.  Such securities are unlike securities which are
traded in the open market and which can be expected to be sold
immediately if the market is adequate.  The sale price of
illiquid securities may be lower or higher than the Adviser's
most recent estimate of their fair value.  Generally, less public
information is available with respect to the issuers of such
securities than with respect to companies whose securities are
traded on an exchange. Illiquid securities are more likely to be
issued by small businesses and therefore subject to greater
economic, business and market risks than the listed securities of
more well-established companies. Adverse conditions in the public
securities markets may at certain times preclude a public
offering of an issuer's securities.  To the extent that the Fund
makes any privately negotiated investments in state enterprises,
such investments are likely to be in securities that are not
readily marketable.  It is the intention of the Fund to make such
investments when the Adviser believes there is a reasonable
expectation that the Fund would be able to dispose of its
investment within three years. There is no law in a number of the
countries in which the Fund may invest similar to the U.S.
Securities Act of 1933, as amended (the "1933 Act") requiring an
issuer to register the public 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.  In addition, many
countries do not have informational disclosure requirements
similar in scope to those required under the U.S. Securities
Exchange Act of 1934, as amended (the "1934 Act").  The Adviser
will monitor the illiquidity of such securities under the
supervision of the Board of Directors.



                               17



<PAGE>

         Short Sales.  The Fund may make short sales of
securities or maintain a short position 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 such securities of the same
issue as, and equal in amount to, the securities sold short.  In
addition, the Fund may not make a short sale if more than 10% of
the Fund's net assets (taken at market value) is held as
collateral for short sales at any one time.  Pursuant to the
Taxpayer Relief Act of 1997, if the Fund has unrealized gain with
respect to a security and enters into a short sale with respect
to such security, the Fund generally will be deemed to have sold
the appreciated security and thus will recognize a gain for tax
purposes.  If the price of the security sold short increases
between the time of the short sale and the time the Fund replaces
the borrowed security, the Fund will incur a loss; conversely, if
the price declines, the Fund will realize a capital gain.  See
"Investment Restrictions." Certain special federal income tax
considerations may apply to short sales which are entered into by
the Fund.  See "Dividends, Distributions and Taxes-United States
Federal Income Taxation of the Fund-Tax Straddles."

         General.  The successful use of the foregoing investment
practices draws upon the Adviser's special skills and experience
with respect to such instruments and usually depends on the
Adviser's ability to forecast price movements or currency
exchange rate movements correctly.  Should exchange rates move in
an unexpected manner, the Fund may not achieve the anticipated
benefits of futures contracts, options or forward contracts 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 options on
currencies 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 such instruments and movements in the prices of the
securities and currencies hedged or used for cover will not be
perfect and could produce unanticipated losses.

         The Fund's ability to dispose of its position in futures
contracts, options and forward contracts will depend 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 the Fund over-the-
counter, it might not be possible to effect a closing transaction


                               18



<PAGE>

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 futures contract or currency upon
exercise.  Therefore, no assurance can be given that the Fund
will be able to utilize these instruments effectively for the
purposes set forth above.  Furthermore, the Fund's ability to
engage in options and futures transactions may be limited by tax
considerations.  See "Dividends, Distributions and Taxes--U.S.
Federal Income Taxes." 

Additional Investment Policies

         Loans of Portfolio Securities.  The Fund may make
secured loans of its portfolio securities to entities with which
it can enter into repurchase agreements, provided that liquid
assets equal to at least 100% of the market value of the
securities loaned are deposited and maintained by the borrower
with the Fund.  See "Repurchase Agreements" above.  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, the Adviser (subject to
review by the Board of Directors) 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.  The
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.  The Fund may pay
reasonable finders', administrative and custodial fees in
connection with a loan.  The Fund will not lend portfolio
securities in excess of 30% of the value of its total assets, nor
will the Fund lend its portfolio securities to any officer,
director, employee or affiliate of the Fund or the Adviser.  The
Board of Directors will monitor the Fund's lending of portfolio
securities.

         Future Developments.  The Fund may, following written
notice to its shareholders, take advantage of other investment
practices which are not at present contemplated for use by the
Fund or which currently are not available but which may be
developed, to the extent such investment practices are both
consistent with the Fund's investment objective and legally
permissible for the Fund. Such investment practices, if they


                               19



<PAGE>

arise, may involve risks which exceed those involved in the
activities described above.

         Portfolio Turnover.  Generally, the Fund's policy with
respect to portfolio turnover is to sell any security whenever,
in the judgment of the Adviser, its appreciation possibilities
have been substantially realized or the business or market
prospects for such security have deteriorated, irrespective of
the length of time that such security has been held.  The Adviser
anticipates that the Fund's annual rate of portfolio turnover
will not exceed 200%.  A 200% annual turnover rate would occur if
all the securities in the Fund's portfolio were replaced twice
within a period of one year. The turnover rate has a direct
effect on the transaction costs to be borne by the Fund, and as
portfolio turnover increases it is more likely that the Fund will
realize short-term capital gains.  The Portfolio turnover rate
for the fiscal years ended June 30, 1997 and June 30, 1998 were
48% and 53%, respectively.     

Certain Risk Considerations

         Investment in the Fund involves the special risk
considerations described below.

         Investment in Privatized Enterprises.  The governments
of certain foreign countries have, to varying degrees, embarked
on privatization programs contemplating the sale of all or part
of their interests in state enterprises.  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 making
an initial equity offering in an attempt to better enable these
enterprises to compete in the private sector.  However, certain
reorganizations could result in a management team that does not
function as well as the enterprise's prior management and may
have a negative effect on such enterprise.  After making an


                               20



<PAGE>

initial equity offering enterprises which 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.  Because substantially all of
the Fund's assets will be invested in securities denominated in
foreign currencies and a corresponding portion of the Fund's
revenues will be received in such currencies, the dollar
equivalent of the Fund's net assets and distributions will be
adversely affected by reductions in the value of certain foreign
currencies relative to the U.S. dollar.  Such changes will also
affect the Fund's income.  The Fund will, however, have the
ability to attempt to protect itself against adverse changes in
the values of foreign currencies by engaging in certain of the
investment practices listed above.  While the Fund has this
ability, there is no certainty as to whether and to what extent
the Fund will engage in these practices.  If the value of the
foreign currencies in which the 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 the Fund
has insufficient cash in U.S. dollars to meet distribution
requirements.  Similarly, if an exchange rate declines between
the time the 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. 

         Risk of 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, the Fund's investment portfolio may
experience greater price volatility and significantly lower
liquidity than a portfolio invested in equity securities of U.S.
companies.  These markets may be subject to greater influence by
adverse events generally affecting the market, and by large
investors trading significant blocks of securities, than is usual
in the United States.  Securities settlements may in some
instances be subject to delays and related administrative
uncertainties.  Furthermore, foreign investment in the securities


                               21



<PAGE>

markets of certain foreign countries is restricted or controlled
to varying degrees.  These restrictions or controls may at times
limit or preclude investment in certain securities and may
increase the cost and expenses of the Fund.  As illustrations,
certain countries require governmental approval prior to
investments by foreign persons, or limit the amount of investment
by foreign persons in a particular company, or limit the
investment by foreign persons to only a specific class of
securities of a company which may have less advantageous terms
than securities of the company available for purchase by
nationals or impose additional taxes on foreign investors.  The
national policies of certain countries may restrict investment
opportunities in issuers deemed sensitive to national interests.
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.  The 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 the Fund to adopt special procedures, seek local
governmental approvals or other actions, any of which may involve
additional costs to the Fund.  The liquidity of the Fund's
investments in any country in which any of these factors exist
could be affected and the Adviser will monitor the effect of any
such factor or factors on the Fund's investments.  Furthermore,
transaction costs including brokerage commissions for
transactions both on and off the securities exchanges in many
foreign countries are generally higher than in the United States. 

         Issuers of securities in foreign jurisdictions are
generally not subject to the same degree of regulation as are
U.S. issuers with respect to such matters as insider trading
rules, restrictions on market manipulation, shareholder proxy
requirements and timely disclosure of information.  The
reporting, accounting and auditing standards of foreign countries
may differ, in some cases significantly, from U.S. standards in
important respects and less information may be available to
investors in foreign securities than to investors in U.S.
securities.  Foreign issuers are subject to accounting, auditing
and financial standards and requirements that differ, in some
cases significantly, from those applicable to U.S. issuers.  In
particular, the assets and profits appearing on the financial
statements of a foreign issuer may not reflect its financial
position or results of operations in the way they would be
reflected had the financial statements been prepared in
accordance with U.S. generally accepted accounting principles. In
addition, for an issuer that keeps accounting records in local


                               22



<PAGE>

currency, inflation accounting rules in some of the countries in
which the Fund will invest require, for both tax and accounting
purposes, that certain assets and liabilities be restated on the
issuer's balance sheet in order to express items in terms of
currency of constant purchasing power.  Inflation accounting may
indirectly generate losses or profits.  Consequently, financial
data may be materially affected by restatements for inflation and
may not accurately reflect the real condition of those issuers
and securities markets.  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, the Fund could lose its entire investment in the
country involved.  In addition, laws in foreign countries
governing business organizations, bankruptcy and insolvency may
provide less protection to security holders such as the Fund than
that provided by U.S. laws.  The Fund intends to spread its
portfolio investments among the capital markets of a number of
countries and, under normal market conditions, will invest in the
equity securities of issuers based in at least four, and normally
considerably more, countries.  There is no restriction, however,
on the percentage of the Fund's assets that may be invested in
countries within any one 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. 

         U.S. and Foreign Taxes.  Foreign taxes paid by the 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 the Fund. 

         Investments in Lower-Rated Debt Securities.  Debt
securities rated below investment grade, i.e., Ba and lower by
Moody's or BB and lower by S&P ("lower-rated securities"), or, if
not rated, determined by the Adviser to be of equivalent quality,


                               23



<PAGE>

are subject to greater risk of loss of principal and interest
than higher-rated securities and are considered to be
predominantly speculative with respect to the issuer's capacity
to pay interest and repay principal, which may in any case
decline during sustained periods of deteriorating economic
conditions or rising interest rates.  They are also generally
considered to be subject to greater market risk than higher-rated
securities in times of deteriorating economic conditions.  In
addition, lower-rated securities may be more susceptible to real
or perceived adverse economic and competitive industry 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.  Debt securities
rated Ba by Moody's or BB by S&P are judged to have speculative
characteristics or to be predominantly speculative with respect
to the issuer's ability to pay interest and repay principal.
Debt securities rated B by Moody's and S&P are judged to have
highly speculative characteristics or to be predominantly
speculative.  Such securities may have small assurance of
interest and principal payments.  Debt securities having the
lowest ratings for non-subordinated debt instruments assigned by
Moody's or S&P (i.e., rated C by Moody's or CCC and lower by S&P)
are considered to have extremely poor prospects of ever attaining
any real investment standing, to have a current identifiable
vulnerability to default, to be unlikely to have the capacity to
pay interest and repay principal when due in the event of adverse
business, financial or economic conditions, and/or to be in
default or not current in the payment of interest or principal.

         Adverse publicity and investor perceptions about
lower-rated securities, whether or not based on fundamental
analysis, may tend to decrease the market value and liquidity of
such lower-rated securities.  The Adviser 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, the Adviser's research and credit
analysis are a correspondingly important aspect of its program
for managing the Fund's securities than would be the case if the
Fund did not invest in lower-rated securities.  In considering
investments for the Fund, the Adviser will attempt to identify
those high-risk, high-yield securities whose financial condition
is adequate to meet future obligations, has improved or is
expected to improve in the future.  The Adviser's analysis
focuses on relative values based on such factors as interest or
dividend coverage, asset coverage earnings prospects, and the
experience and managerial strength of the issuer.



                               24



<PAGE>

         Non-rated securities will also be considered for
investment by the Fund when the Adviser believes that the
financial condition of the issuers of such securities, or the
protection afforded by the terms of the securities themselves,
limits the risk to the Fund to a degree comparable to that of
rated securities which are consistent with the Fund's objective
and policies.

         Securities Ratings.  The ratings of debt securities by
S&P and Moody's 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
BBB by S&P or Baa by Moody's are considered to be investment
grade.  Securities rated BBB by S&P or Baa by Moody's are
considered to have speculative characteristics.  Sustained
periods of deteriorating economic conditions or 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.  See Appendix C for a description of
Moody's and S&P's bond and commercial paper ratings.

         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 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-U.S. Federal Income 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.  Investments in U.S. Government
Securities are not subject to these limitations.  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 investment company.



                               25



<PAGE>

         Securities issued or guaranteed by foreign governments
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. 

         Certain Fundamental Investment Policies.  The following
restrictions, which supplement those set forth in the Fund's
Prospectus, may not be changed without approval by the vote of a
majority of the Fund's outstanding voting securities, which means
the affirmative vote of the holders of (i) 67% or more or the
shares represented at a meeting at which more than 50% of the
outstanding shares are represented, or (ii) more than 50% of the
outstanding shares, whichever is less.

         To reduce investment risk, as a matter of fundamental
policy the 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 Board of Directors
              determines, 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 Board of
              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 Board's
              determination;

        (ii)  borrow money except from banks for temporary or
              emergency purposes, including the meeting of
              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 the value 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


                               26



<PAGE>

              of 5% of the value of the Fund's total assets will
              be repaid before any investments are made;

       (iii)  pledge, hypothecate, mortgage or otherwise encumber
              its assets, except to secure permitted borrowings;

        (iv)  make loans except through (i) the purchase of debt
              obligations in accordance with its investment
              objectives and policies; (ii) the lending of
              portfolio securities; or (iii) the use of
              repurchase agreements;

         (v)  participate on a joint or joint and several basis
              in any securities trading account;

        (vi)  invest in companies for the purpose of exercising
              control;

       (vii)  issue any senior security within the meaning of the
              1940 Act except that the Fund may write put and
              call options;

      (viii)  make short sales of securities or maintain a short
              position, unless at all times when a short position
              is open it on 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 ("short sales
              against the box"), and unless not more than 10% of
              the Fund's net assets (taken at market value) is
              held as collateral for such sales at any one time
              (it is the Fund's present intention to make such
              sales only for the purpose of deferring realization
              of gain or loss for Federal income tax purposes);
              or

        (ix)  (a) purchase or sell real estate, except that it
              may purchase and sell securities of companies which
              deal in real estate or interests therein;
              (b) purchase or sell commodities or commodity
              contracts including futures contracts (except
              foreign currencies, foreign currency options and
              futures, options and futures on securities and
              securities indices and forward contracts or
              contracts for the future acquisition or delivery of
              securities and foreign currencies and related
              options on futures contracts and similar
              contracts); (c) invest in interests in oil, gas, or
              other mineral exploration or development programs;
              (d) purchase securities on margin, except for such


                               27



<PAGE>

              short-term credits as may be necessary for the
              clearance of transactions; and (e) act as an
              underwriter of securities, except that the Fund may
              acquire restricted securities under circumstances
              in which, if such securities were sold, the Fund
              might be deemed to be an underwriter for purposes
              of the 1933 Act.

         In addition to the restrictions set forth above, in
connections with the qualifications of its shares for sale in
certain states, the Fund may not invest in warrants (other than
warrants acquired by the Fund as a part of a unit or attached to
securities at the time of purchase) if as a result of such
warrants valued at the lower of such cost or market would exceed
10% of the value of the Fund's assets at the time of purchase.

_____________________________________________________________

                     MANAGEMENT OF THE FUND
_____________________________________________________________

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.  Each such Director and officer is also a
director, trustee or officer of other registered investment
companies sponsored by the Adviser.  Unless otherwise specified,
the address of each of the following persons is 1345 Avenue of
the Americas, New York, New York 10105.

Directors


         JOHN D. CARIFA,* 53, Chairman of the Board, is the
President, Chief Operating Officer and a Director of ACMC, with
which he has been associated since prior to 1993. 

         RUTH BLOCK, 67, was formerly an 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).  Her address is P.O. Box 4623,
Stamford, Connecticut 06903.

         DAVID H. DIEVLER, 69, is an independent consultant.  He
was formerly a Senior Vice President of ACMC until December 1994.
His address is P.O. Box 167, Spring Lake, New Jersey 07762. 
____________________

*      An "interested person" of the Fund as defined in the 1940
       Act.


                               28



<PAGE>

         JOHN H. DOBKIN, 56, has been the President of Historic
Hudson Valley (historic preservation) since prior to 1993.
Previously, he was Director of the National Academy of Design.
His address is 150 White Plains Road, Tarrytown, New York 10591.

         WILLIAM H. FOULK, JR., 66, is an Investment Adviser and
an independent consultant.  He was formerly Senior Manager of
Barrett Associates, Inc., a registered investment adviser, with
which he had been associated since prior to 1993.  His address is
Room 100, 2 Greenwich Plaza, Greenwich, Connecticut 06830.

         DR. JAMES M. HESTER, 74, is President of the Harry Frank
Guggenheim Foundation, with which he has been associated since
prior to 1993.  He was formerly President of New York University,
the New York Botanical Garden and Rector of the United Nations
University.  His address is 25 Cleveland Lane, Princeton, New
Jersey 08540. 

         CLIFFORD L. MICHEL, 59, is a member of the law firm of
Cahill Gordon & Reindel, with which he has been associated since
prior to 1993.  He is President and Chief Executive Officer of
Wenonah Development Company (investments) and a Director of
Placer Dome, Inc. (mining).  His address is St. Bernard's Road,
Gladstone, New Jersey 07934. 

         DONALD J. ROBINSON, 64, is Senior Counsel to the law
firm of Orrick, Herrington & Sutcliffe and was formerly a senior
partner and a member of the Executive Committee of that firm.  He
was also a Trustee of the Museum of the City of New York from
1977 to 1995.  His address is 98 Hell's Peak Road, Weston,
Vermont 05161.
    
Officers
   
         JOHN D. CARIFA, Chairman and President, (see biography,
above).

         MARK H. BREEDON, Senior Vice President, 45, has been a
Vice President of ACMC and a Director and Vice President of
Alliance Capital Limited since prior to 1993.

         KATHLEEN A. CORBET, Senior Vice President, 38, is an
Executive Vice President of ACMC, with which she has been
associated since July 1993.  Prior thereto she headed Equitable
Capital Management Corporation's Fixed Income Management
Department since prior to 1993.

         THOMAS J. BARDONG, Vice President, 53, is a Senior Vice
President of ACMC, with which he has been associated since prior
to 1993.



                               29



<PAGE>

         RUSSELL BRODY, Vice President, 31, is a Vice President
of ACMC, with which he has been associated since April 1997.
Prior thereto, he was the head of European Equity Dealing at
Lombard Odier et Cie since prior to 1993.

         DAVID EDGERLY, Vice President, 56, is the General
Manager of Alliance Capital Management (Turkey) Ltd., with which
he has been associated since prior to 1993. 

         DANIEL V. PANKER, Vice President, 59, is a Senior Vice
President of ACMC, with which he has been associated since prior
to 1993.

         JEAN VAN DE WALLE, Vice President, 39, has been Vice
President of ACMC since prior to 1993.

         EDMUND P. BERGAN, Jr., Secretary, 48, is a Senior Vice
President and the General Counsel of Alliance Fund Distributors,
Inc. ("AFD") and Alliance Fund Services ("AFS"), with which he
has been associated since prior to 1993.

         ANDREW L. GANGOLF, Assistant Secretary, 44, is a Vice
President and Assistant General Counsel of AFD, with which he has
been associated since December 1994.  Prior thereto he was a Vice
President and Assistant Secretary of Delaware Management Company,
Inc. since prior to 1993.

         DOMENICK PUGLIESE, Assistant Secretary, 37, is a Vice
President and Assistant General Counsel of AFD, with which he has
been associated since May 1995. Prior thereto, he was a Vice
President and Counsel of Concord Holding Corporation since 1994
and Vice President and Associate General Counsel of Prudential
Securities since prior to 1993.

         EMILIE D. WRAPP, Assistant Secretary, 42, is a Vice
President and Assistant General Counsel of AFD, with which she
has been associated since prior to 1993.

         MARK GERSTEN, Treasurer and Chief Financial Officer, 48,
is a Senior Vice President of AFS, with which he has been
associated since prior to 1993.

         VINCENT S. NOTO, Controller, 34, is a Vice President of
AFS with which he has been associated since prior to 1993.
     
         The aggregate compensation paid by the Fund to each of
the Directors during its current fiscal year, the aggregate
compensation paid to each of the Directors during calendar year
1997 by all of the funds to which the Adviser provides investment
advisory services (collectively, the "Alliance Fund Complex") and
the total number of registered investment companies (and separate


                               30



<PAGE>

investment portfolios within those 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 pension or retirement benefits to any
of its directors or trustees.     

                                              Total Number   Total Number
                                              of Funds in    of Investment
                                              the Alliance   Portfolios Within
                               Total          Fund Complex,  the Funds,
                               Compensation   Including the  Including the
                               From the       Fund, as to    Fund, as to
                               Alliance Fund  which the      which the
                 Aggregate     Complex,       Director is a  Director is a
Name of          Compensation  Including the  Director or    Director or 
Director         From the Fund Fund           Trustee        Trustee
___________      ____________  ______________ _____________  _______________
    
John D. Carifa            $0             $0           53        118
Ruth Block            $3,036       $164,000           40         81
David H. Dievler      $3,039       $188,500           46         83
John H. Dobkin        $2,997       $126,500           43         80
William H. Foulk, Jr. $3,053       $149,145           48        113
Dr. James M. Hester$  $3,019       $156,500           40         77
Clifford L. Michel    $3,019       $194,500           41         93
Donald J. Robinson    $2,994       $217,358           44        107
     
         As of October 9, 1998, the Directors and officers of the
Fund as a group owned 4% of the Advisor Class shares of the Fund
and less than 1% of the shares of the Fund.     

Adviser

         Alliance Capital Management L.P., a Delaware limited
partnership 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 of the Fund's Board of Directors (see "Management of
the Fund" in the Prospectus).

         The Adviser is a leading international investment
manager supervising client accounts with assets as of June 30,
1998, totaling more than $262 billion (of which more than $107
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.  The 58 registered investment
companies managed by the Adviser, comprising 123 separate


                               31



<PAGE>

investment portfolios, currently have more than 3.5 million
shareholders.  As of September 30, 1998, the Adviser and its
subsidiaries employed approximately 2,000 employees who operate
out of domestic offices and the offices of subsidiaries in
Bahrain, Bangalore, Cairo, Chennai, Hong Kong, Istanbul,
Johannesburg, London, Luxembourg, Madrid, Moscow, Mumbai, New
Delhi, Paris, Pune, Sao Paolo, Seoul, Singapore, Sydney, Tokyo,
Toronto, Vienna and Warsaw.  As of June 30, 1998, the Adviser was
retained as an investment manager for employee benefit plan
assets of 32 of the FORTUNE 100 companies.     

         ACMC, 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").  ECI
is a holding company controlled by AXA-UAP ("AXA"), a French
insurance holding company which at March 1, 1998, beneficially
owned approximately 59% of the outstanding voting shares of ECI.
As of June 30, 1998, 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 57% of the issued and outstanding units
representing assignments of beneficial ownership of limited
partnership interests in the Adviser.     

         AXA is a holding company for an international group of
insurance and related financial services companies.  AXA's
insurance operations include activities in life insurance,
property and casualty insurance and reinsurance.  The insurance
operations are diverse geographically, with activities
principally in Western Europe, North America and the Asia/Pacific
area.  AXA is also engaged in asset management, investment
banking, securities trading, brokerage, real estate and other
financial services activities principally in the United States,
as well as in Western Europe and the Asia/Pacific area.     

         Based on information provided by AXA, as of March 31,
1998, more than 30% of the voting power of AXA was controlled
directly and indirectly by FINAXA, a French holding company.  As
of March 31, 1998 approximately 74% of the voting power of FINAXA
was controlled directly and indirectly by four French mutual
insurance companies (the "Mutuelles AXA"), one of which, AXA
Assurances I.A.R.D. Mutuelle, itself controlled directly and
indirectly more than 42% of the voting power of FINAXA.  Acting
as a group, the Mutuelles AXA control AXA and FINAXA.     

         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


                               32



<PAGE>

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.

         Under the Advisory Agreement, the Adviser provides
investment advisory services and order placement facilities for
the Fund and pays all compensation of Directors and officers of
the Fund who are affiliated persons of the Adviser.  The Adviser
or its affiliates also furnishes the Fund, without charge,
management supervision and assistance and office facilities and
provides persons satisfactory to the Fund's Board of Directors to
serve as the Fund's officers.  For the fiscal years ended June
30, 1996, June 30, 1997 and June 30, 1998, the Adviser received
from the Fund advisory fees of $5,562,841, $6,703,589, and
$6,894,591, respectively.    

         The Fund has, under the Advisory Agreement, assumed the
obligation for payment of all of its other expenses.  As to the
obtaining of services other than those specifically provided to
the Fund by the Adviser, the Fund may employ its own personnel.
For such services, it also may utilize personnel employed by the
Adviser or by other subsidiaries of Equitable.  In such event,
the services will be provided to the Fund at cost and the
payments specifically approved by the Fund's Board of Directors.
The Fund paid to the Adviser a total of $109,342 in respect of
such services during the fiscal year of the Fund ended June 30,
1998.    

         Under the Advisory Agreement, the Fund pays the Adviser
a fee at the annual rate of 1.00% of the value of the average
daily net assets of the Fund.  The fee is accrued daily and paid
monthly.

         The Advisory Agreement became effective on April 22,
1994 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 as
defined in the 1940 Act of any such party, at a meeting called
for that purpose and held on April 19, 1994, and by the Fund's
initial shareholder on April 19, 1994.




                               33



<PAGE>

         The Advisory Agreement will remain in effect until
January 31, 1999 and thereafter for successive twelve-month
periods (computed from each February 1), provided that such
continuance is 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 called for
the purpose of voting on such matter.  Most recently, continuance
of the Advisory Agreement was approved for the period ending
January 31, 1999 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 January 16, 1998
    .

         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.

         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:  Alliance Institutional Reserves, Inc., AFD Exchange
Reserves, The Alliance Fund, Alliance All-Asia Investment Fund,
Inc., Alliance Balanced Shares, Inc., Alliance Bond Fund, Inc.,
Alliance Capital Reserves, Alliance Global Dollar Government
Fund, Inc., Alliance Global Environment Fund, Inc., Alliance
Global Small Cap Fund, Inc., Alliance Global Strategic Income
Trust, Inc., Alliance Government Reserves, Alliance Greater China
'97 Fund, Inc., Alliance Growth and Income Fund, Inc., Alliance
High Yield Fund, Inc., Alliance Institutional Funds, Inc.,
Alliance International Fund, Alliance International Premier
Growth Fund, Inc., Alliance Limited Maturity Government Fund,
Inc., Alliance Money Market Fund, Alliance Mortgage Securities
Income Fund, 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 Government Income Trust, Inc.,
Alliance Premier Growth Fund, Inc., Alliance Quasar Fund, Inc.,
Alliance Real Estate Investment Fund, Inc., Alliance/Regent
Sector Opportunity Fund, Inc., Alliance Select Investor Series,
Inc., Alliance Technology Fund, Inc., Alliance Utility Income
Fund, Inc., Alliance Variable Products Series Fund, Inc., The


                               34



<PAGE>

Alliance Portfolios, 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 Multi-Market Trust, Inc.,
ACM Managed Dollar Income Fund, Inc., ACM Municipal Securities
Income Fund, Inc., Alliance All-Market Advantage 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 registered closed-end investment
companies.     

_________________________________________________________________

                      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 Principal Underwriter to distribute
the Funds shares and to permit the Fund to pay distribution
services fees to defray expenses associated with distribution of
its Class A shares, Class B shares and Class C 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
initial 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 Class C
shares are the same as those of the initial sales charge and
distribution services fee with respect to the Class A shares in
that in each case the sales charge and distribution services fee
provide for the financing of the distribution of the relevant
class 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


                               35



<PAGE>

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 was initially approved by the
Directors of the Fund at a meeting held on April 19, 1994, and by
the Fund's initial shareholder on April 19, 1994.

         The Agreement became effective on April 22, 1994 with
respect to Class A and Class B shares and was amended on
February 1, 1995 with respect to Class C shares and again on July
16, 1996 with respect to Advisor Class shares.  The Agreement
will continue in effect for successive twelve-month periods
(computed from each February 1) with respect to each class of the
Fund, 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.  The Agreement was most recently approved for the period
ending January 31, 1999 by the Directors of the Fund, including
all of the disinterested Directors, at a meeting held on
January 13, 1998.      

         The Adviser may from time to time and from its own funds
or such other resources as may be permitted by rules of the
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 June 30, 1998, with
respect to Class A shares, the Fund paid distribution services
fees for expenditures under the Agreement, in the aggregate
amount of $1,560,842 which constituted approximately .30% 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 $308,534.  Of the
$1,869,376 paid by the Fund and the Adviser under the Plan, with
respect to the Class A shares, $64,811 was spent on advertising,
$8,945 on the printing and mailing of prospectuses for persons
other than current shareholders, $1,307,710 compensation to
broker-dealers and other financial intermediaries (including,
$131,414 to the Fund's Principal Underwriter), $160,197 for
compensation to sales personnel and, $327,713 were spent on
printing of sales literature, travel, entertainment, due
diligence and other promotional expenses.      


                               36



<PAGE>

         During the Fund's fiscal year ended June 30, 1998, with
respect to Class B shares, the Fund paid distribution services
fees for expenditures under the Agreement, in the aggregate
amount of $1,460,673 which constituted approximately 1.00% 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 $1,596,312.  Of the
$3,056,985 paid by the Fund and the Adviser under the Plan, with
respect to the Class B shares, $88,383 was spent on advertising,
$12,552 on the printing and mailing of prospectuses for persons
other than current shareholders, $2,403,800 for compensation to
broker-dealers and other financial intermediaries (including,
$193,456 to the Fund's Principal Underwriter), $122,921 for
compensation to sales personnel and, $275,020 was spent on
printing of sales literature, travel, entertainment, due
diligence and other promotional expenses and $154,309 on interest
on Class B shares financing.      

         During the Fund's fiscal year ended June 30, 1998 , with
respect to Class C shares, the Fund paid distribution services
fees for expenditures under the Agreement, in the aggregate
amount of $219,003 which constituted approximately 1.00% 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 $286,840.  Of the
$505,843 paid by the Fund and the Adviser under the Plan, with
respect to the Class C shares, $32,151 was spent on advertising,
$3,946 on the printing and mailing of prospectuses for persons
other than current shareholders, $307,153 for compensation to
broker-dealers and other financial intermediaries (including,
$67,162 to the Fund's Principal Underwriter), $43,586 for
compensation to sales personnel, $95,080 was spent on printing of
sales literature, travel, entertainment, due diligence and other
promotional expenses, and $23,927 was spent on interest on Class
C shares financing.     

         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 vote of the Directors or 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


                               37



<PAGE>

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 Fund or the
class or classes of the Fund 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 the Class A shares, Class B shares, Class C
shares and Advisor Class shares of the Fund, plus reimbursement
for out-of-pocket expenses.  The transfer agency fee with respect
to the Class B and Class C shares is higher than the transfer
agency fee with respect to the Class A and Advisor Class shares,
reflecting the additional costs associated with the Class B and
Class C contingent deferred sales charge.  For the fiscal year
ended June 30, 1998, the Fund paid Alliance Fund Services, Inc.
$659,710 pursuant to the Transfer Agency Agreement.      

________________________________________________________________

                       PURCHASE OF SHARES
________________________________________________________________

         The following information supplements that set forth in
the Fund's Prospectus under the heading "Purchase and Sale 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 ("Class A shares"), with a
contingent deferred sales charge ("Class B shares"), without any
initial sales charge and, as long as the shares are held for one
year or more, without any contingent deferred sales charge
("Class C shares"), or, to investors eligible to purchase Advisor
Class shares, without any initial, contingent deferred or asset-
based sales charge, in each case as described below.  Shares of
the Fund that are offered subject to a sales charge are offered


                               38



<PAGE>

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"), and (iii) the Principal Underwriter.      

         Advisor Class shares of the Fund may be purchased and
held solely (i) through accounts established under fee-based
programs, sponsored and maintained by registered broker-dealers
or other financial intermediaries and approved by the Principal
Underwriter, (ii) through self-directed defined contribution
employee benefit plans (e.g., 401(k) plans) that have at least
1,000 participants or $25 million in assets, (iii) by the
categories of investors described in clauses (i) through (iv)
under "--Sales at Net Asset Value" (other than officers,
directors and present and full-time employees of selected dealers
or agents, or relatives of such person, or any trust, individual
retirement account or retirement plan account for the benefit of
such relative, none of whom is eligible on the basis solely of
such status to purchase and hold Advisor Class shares), or
(iv) by directors and present or retired full-time employees of
CB Richard Ellis, Inc.  Generally, a fee-based program must
charge an asset-based or other similar fee and must invest at
least $250,000 in Advisor Class shares of the Fund in order to be
approved by the Principal Underwriter for investment in Advisor
Class shares.

         Investors may purchase shares of the Fund either through
selected broker-dealers, agents, financial intermediaries or
other financial representatives or directly through the Principal
Underwriter.  A transaction, service, administrative or other
similar fee may be charged by your broker-dealer, agent,
financial intermediary or other financial representative with
respect to the purchase, sale or exchange of Class A, Class B,
Class C or Advisor Class shares made through such financial
representative.  Such financial representative may also impose
requirements with respect to the purchase, sale or exchange of
shares that are different from, or in addition to, those imposed
by the Fund, including requirements as to the minimum initial and
subsequent investment amounts.  Sales personnel of selected
dealers and agents distributing the Fund's shares may receive
differing compensation for selling Class A, Class B, Class C or
Advisor Class shares.

         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.



                               39



<PAGE>

         The public offering price of shares of the Fund is their
net asset value, plus, in the case of Class A shares, a sales
charge which will vary depending on the purchase alternative
chosen by the investor, as shown in the table below under "Class
A Shares."  On each Fund business day on which 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. Eastern
time) by dividing the value of the Fund's total assets, less its
liabilities, by the total number of its shares then outstanding.
A Fund business day is any day on which the Exchange is open for
trading.

         The respective per share net asset values of the Class
A, Class B, Class C and Advisor Class 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
and Advisor Class shares, as a result of the differential daily
expense accruals of the distribution and transfer agency fees
applicable with respect to those classes of shares.  Even under
those circumstances, the per share net asset values of the four
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.

         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, agents or financial representatives, as
applicable, the applicable public offering price will be the net
asset value as so determined, but only if the selected dealer,
agent or financial representative receives the order prior to the
close of regular trading on the Exchange and transmits it to the
Principal Underwriter prior to 5:00 p.m. Eastern time.  The
selected dealer, agent or financial representative, as
applicable, is responsible for transmitting such orders by
5:00 p.m. Eastern time (certain selected dealers, agents or
financial representatives may enter into operating agreements
permitting them to transmit purchase information to the Principal
Underwriter after 5:00 p.m. Eastern time and receive that day's
net asset value).  If the selected dealer, agent or financial
representative fails to do so, the investor's right to that day's


                               40



<PAGE>

closing price must be settled between the investor and the
selected dealer, agent or financial representative, as
applicable.  If the selected dealer, agent or financial
representative, as applicable, 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.      

         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.
Except with respect to certain omnibus accounts, telephone
purchase orders may not exceed $500,000.  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. Eastern 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, stock 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 or other incentives to dealers or agents, 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, such 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,


                               41



<PAGE>

lodging and entertainment incurred in connection with travel
taken by persons associated with a dealer or agent 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.      

         Class A, Class B, Class C and Advisor Class 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 and Class C shares bear the expense of
the deferred sales charge, (ii) Class B shares and Class C shares
each bear the expense of a higher distribution services fee than
do Class A shares, and Advisor Class shares do not bear such a
fee, (iii) Class B and Class C shares bear higher transfer agency
costs than do Class A and Advisor Class shares, (iv) each of
Class A, Class B and Class C shares has exclusive voting rights
with respect to provisions of the Rule 12b-1 Plan pursuant to
which its distribution services fee is paid and other matters for
which separate class voting is appropriate under applicable law,
provided that, if the Fund submits to a vote of the Class A
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, then such amendment will also be submitted
to the Class B and Advisor Class shareholders and the Class A,
Class B and Advisor Class shareholders will vote separately by
class and (v) Class B and Advisor Class shares are subject to a
conversion feature.  Each class has different exchange privileges
and certain different shareholder service options available.

         The Directors of the Fund have determined that currently
no conflict of interest exists between or among the Class A,
Class B, Class C and Advisor Class shares.  On an ongoing basis,
the Directors of the Fund, pursuant to their fiduciary duties
under the 1940 Act and state law, will seek to ensure that no
such conflict arises.

Alternative Retail Purchase Arrangements -- Class A, Class B
and Class C Shares** 

         Class A, Class B and Class C shares have the following
alternative purchase arrangements:  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.  These alternative
____________________

**     Advisor Class shares are sold only to investors described
       above in this section "--General."


                               42



<PAGE>

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 and contingent deferred
sales charges 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 and certain employee benefit
plans) for more than $250,000 for Class B shares. (See Appendix D
for information concerning the eligibility of certain employee
benefit plans to purchase Class B shares at net asset value
without being subject to a contingent deferred sales charge and
the ineligibility of certain such plans to purchase Class A
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 $1,000,000 for Class C shares.      

         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, 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,
being subject to a contingent deferred sales charge for a four-
year and one-year period, respectively.  For example, based on
current fees and expenses, an investor subject to the 4.25%
initial sales charge on Class A shares would have to hold his or


                               43



<PAGE>

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.

         During the Fund's fiscal years ended June 30, 1998, June
30, 1997, and June 30, 1996, the aggregate amount of underwriting
commission payable with respect to shares of the Fund was
$1,205,560, $816,186 and $295,136, respectively.  Of that amount,
the Principal Underwriter received the amount of $79,491, $36,182
and $6,949, 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 Underwriter).  During the Fund's fiscal years
ended in 1998, 1997 and 1996, the Principal Underwriter received
contingent deferred sales charges of $257, $0, and $0,
respectively, on Class A shares, $273,885, $309,365, and
$458,792, respectively, on Class B shares, and $17,603, $1,116,
and $0, respectively on Class C shares.      

Class A Shares

         The public offering price of Class A shares is the net
asset value plus a sales charge, as set forth below.


















                               44



<PAGE>

                          Sales Charge

                                      Commission   Discount Or
                                      Charge       Sales Charge
                                      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, as described below under "--Class B
shares." In determining the contingent deferred sales charge
applicable to a redemption of Class A shares, it will be assumed
that the redemption is, first, of any shares that are not subject
to a contingent deferred sales charge (for example, because an
initial sales charge was paid with respect to the shares, or they
have been held beyond the period during which the charge applies
or were acquired upon the reinvestment of dividends or
distributions) and, second, of shares held longest during the
time they are subject to the sales charge.  Proceeds from the
contingent deferred sales charge on Class A 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 sales of Class A shares, such as the payment
of compensation to selected dealers and agents for selling Class


                               45



<PAGE>

A Shares.  With respect to purchases of $1,000,000 or more made
through selected dealers or agents, the Adviser may, pursuant to
the Distribution Services 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, (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 or (iii) upon the automatic conversion of Class B
shares or Advisor Class shares as described below under "Class B
Shares--Conversion Feature" and "--Conversion of Advisor Class
Shares to Class A Shares."  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.  In this regard, the Principal
Underwriter may 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 1933 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 June 30, 1998.      

              Net Asset Value per Class A share
                   at June 30, 1998                     $12.67   

              Class A Per Share Sales Charge - 
                   4.25% of offering price
              (4.44% of net asset value per share)       $0.56   
                                                         _____   
              Class A Per Share Offering Price to
              the Public                                $13.23   
                                                        ======   
     



                               46



<PAGE>

         Investors choosing the initial sales charge alternative
may under certain circumstances be entitled to pay (i) no initial
sales charge (but may be subject in most such cases to a
contingent deferred sales charge) or (ii) a reduced initial sales
charge. The circumstances under which such investors may pay a
reduced 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
The Alliance Fund, Inc.
Alliance All-Asia Investment Fund, Inc.
Alliance Balanced Shares, Inc.
Alliance Bond Fund, Inc.
  -Corporate Bond Portfolio
  -U.S. Government Portfolio
Alliance Global Dollar Government Fund, Inc.
Alliance Global Environment Fund, Inc.
Alliance Global Small Cap Fund, Inc.
Alliance Global Strategic Income Trust, Inc.
Alliance Greater China '97 Fund, Inc.
Alliance Growth and Income Fund, Inc.
Alliance High Yield Fund, Inc.
Alliance International Fund
Alliance Limited Maturity Government Fund, Inc.


                               47



<PAGE>

Alliance Mortgage Securities Income Fund, 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 Real Estate Investment Fund, Inc.
Alliance Technology Fund, Inc.
Alliance Utility Income Fund, Inc.
The Alliance Portfolios
  -Alliance Growth Fund
  -Alliance Conservative Investors Fund
  -Alliance Growth Investors 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 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 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


                               48



<PAGE>

              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 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, Class
C and/or Advisor Class 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 a 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
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 only be necessary to
invest 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% sales charge on the total amount being invested
(the 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%


                               49



<PAGE>

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 sales charge will be adjusted for the entire amount purchased
at the end of the 13-month period.  The difference in the sales
charge will be used to purchase additional shares of the Fund
subject to the rate of the 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 sales charge on a
monthly basis during the 13-month period following such a plan's
initial purchase.  The sales charge applicable to such initial
purchase of shares of the Fund will be that normally applicable,
under the schedule of sales charges set forth in this Statement
of Additional Information, to an investment 13 times larger than
such initial purchase.  The 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
total purchase previously made during the 13-month period and
(ii) the current month's purchase multiplied by the number of
months (including the current month) remaining in 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 or Class B 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 (i)
such reinvestment is made within 120 calendar days after the
redemption or repurchase date, and (ii) for Class B shares, a


                               50



<PAGE>

contingent deferred sales charge has been paid and the Principal
Underwriter has approved, at its discretion, the reinstatement of
such shares.  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 income tax purposes
except that no loss will be recognized to the extent that the
proceeds are reinvested in shares of the Fund within 30 calendar
days after the redemption or repurchase transaction.  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
management 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 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 or
relative; or the estate of any such person or relative, if such
sales are made for investment purposes (such shares may not be
resold except to the Fund); (iii) the Adviser, Principal
Underwriter, Alliance Fund Services, Inc. and their affiliates;
certain employee benefit plans for employees of the Adviser, the
Principal Underwriter, Alliance Fund Services, Inc. and their
affiliates; (iv) registered investment advisers or other
financial intermediaries who charge a management, consulting or
other fee for their service and who purchase shares through a
broker or agent approved by the Principal Underwriter and clients
of such registered investment advisers or financial
intermediaries whose accounts are linked to the master account of
such investment adviser or financial intermediary on the books of
such approved broker or agent; (v) persons participating in a
fee-based program, sponsored and maintained by a registered
broker-dealer or other financial intermediary and approved by the
Principal Underwriter, pursuant to which such persons pay an
asset-based fee to such broker-dealer or financial intermediary,
or its affiliate or agent, for services in the nature of
investment advisory or administrative services; (vi) persons who
establish to the Principal Underwriter's satisfaction that they


                               51



<PAGE>

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 (vii) 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.

Class B Shares

         Investors may 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 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 that
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
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 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


                               52



<PAGE>

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
charge because of dividend reinvestment.  With respect 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.

Year               Contingent Deferred Sales Charge as a %
Since Purchase          of Dollar Amount Subject to Charge   

First                             4.00%
Second                            3.00%
Third                             2.00%
Fourth                            1.00%
Fifth and thereafter              None 

         In determining the contingent deferred sales charge
applicable to a redemption of Class B shares, it will be assumed,
that the redemption is, first, of any shares that were acquired
upon the reinvestment of dividends or distributions and, second,
of shares held longest during the time they are subject to the
sales charge.  When shares acquired in an exchange are redeemed,
the applicable contingent deferred sales charge and conversion
schedules will be the schedules that applied at the time of the
purchase of shares of the corresponding class of the Alliance
Mutual Fund originally purchased by the shareholder.

         The contingent deferred sales charge is waived on
redemptions of shares (i) following the death or disability, as
defined in the Internal Revenue Code of 1986, as amended (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).




                               53



<PAGE>

         Conversion Feature.  Eight 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 occur 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 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 subject to the higher distribution services fee
for an indefinite period which may extend beyond the period
ending eight years after the end of the calendar month in which
the shareholder's purchase order was accepted.

Class C Shares

         Investors may 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, as long as the
shares are held for one year or more, 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, as long as the shares are held for one year or more, 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, as long as the shares are
held for one year or more.  Class C shares do not convert to any


                               54



<PAGE>

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.

         Class C shares that are redeemed within one year of
purchase will be subject to a contingent deferred sales charge of
1%, charged as a percentage of the dollar amount subject thereto.
The charge will be assessed on an amount equal to 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 C
shares will be waived on certain redemptions, as described above
under "--Class B Shares."  In determining the contingent deferred
sales charge applicable to a redemption of Class C shares, it
will be assumed that the redemption is, first, of any shares that
are not subject to a contingent deferred sales charge (for
example, because the shares have been held beyond the period
during which the charge applies or were acquired upon the
reinvestment of dividends or distributions) and, second, of
shares held longest during the time they are subject to the sales
charge.

         Proceeds from the contingent deferred sales charge 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 C shares, such as the
payment of compensation to selected dealers and agents for
selling Class C shares.  The combination of the contingent
deferred sales charge and the distribution services fee enables
the Fund to sell the Class C shares without a sales charge being
deducted at the time of purchase.  The higher distribution
services fee incurred by Class C shares will cause such shares to
have a higher expense ratio and to pay lower dividends than those
related to Class A shares.

Conversion of Advisor Class Shares to Class A Shares

         Advisor Class shares may be held solely through the fee-
based program accounts, employee benefit plans and registered
investment advisory or other financial intermediary relationships
described above under "Purchase of Shares--General" and by
investment advisory clients of, and by certain other persons
associated with, the Adviser and its affiliates or the Fund.  If
(i) a holder of Advisor Class shares ceases to participate in the
fee-based program or plan or, to be associated with the
investment adviser or financial intermediary, in each case that


                               55



<PAGE>

satisfies the requirements to purchase shares set forth under
"Purchase of Shares--General" or (ii) the holder is otherwise no
longer eligible to purchase Advisor Class shares as described in
the Advisor Class Prospectus and this Statement of Additional
Information (each, a "Conversion Event"), then all Advisor Class
shares held by the shareholder will convert automatically and
without notice to the shareholder, other than the notice
contained in the Advisor Class Prospectus and this Statement of
Additional Information, to Class A shares of the Fund during the
calendar month following the month in which the Fund is informed
of the occurrence of the Conversion Event.  The failure of a
shareholder of a fee-based program to satisfy the minimum
investment requirements to purchase Advisor Class shares will not
constitute a Conversion Event.  The conversion would occur on the
basis of the relative net asset values of the two classes and
without the imposition of any sales load, fee or other charge.
Class A shares currently bear a .30% distribution services fee
and have a higher expense ratio than Advisor Class shares.  As a
result, Class A shares may pay correspondingly lower dividends
and have a lower net asset value than Advisor Class shares.

         The conversion of Advisor Class shares to Class A shares
is subject to the continuing availability of an opinion of
counsel to the effect that the conversion of Advisor Class shares
to Class A shares does not constitute a taxable event under
federal income tax law.  The conversion of Advisor Class 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, the Advisor Class shareholder would be required to
redeem his Advisor Class shares, which would constitute a taxable
event under federal income tax law.

________________________________________________________________

               REDEMPTION AND REPURCHASE OF SHARES
________________________________________________________________

         The following information supplements that set forth in
the Fund's Prospectus under the heading "Purchase and Sale of
Shares--How to Sell Shares." If you are an Advisor Class
shareholder through an account established under a fee-based
program your fee-based program may impose requirements with
respect to the purchase, sale or exchange of Advisor Class shares
of the Fund that are different from those described herein.  A
transaction fee may be charged by your financial representative
with respect to the purchase, sale or exchange of Advisor Class
shares made through such financial representative.






                               56



<PAGE>

Redemption


         Subject only to the limitations described below, the
Fund's Articles of Incorporation require that 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, Class B or Class C 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.  If a shareholder is in doubt about what documents
are required by his or her fee-based program or employee benefit
plan, the shareholder should contact his or her financial
representative.

         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 New York Stock Exchange (the "Exchange") is
closed (other than customary weekend and holiday closings) or
during which the Commission determines that trading thereon is
restricted, or for any period during which an emergency (as
determined by the 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 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, Class B and Class C
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 share
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 1934 Act. 


                               57



<PAGE>

         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.

         Telephone Redemption By Electronic Funds Transfer.  Each
Fund shareholder is entitled to request redemption by electronic
fund transfer of shares for which no stock certificates have been
issued 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 may not exceed $100,000 (except for
certain omnibus accounts), and must be made by 4:00 p.m. Eastern
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.  Each Fund shareholder is
eligible to request redemption by check of Fund shares for which
no stock certificates have been issued by telephone at
(800) 221-5672 before 4:00 p.m. Eastern 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.  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.     

         Telephone Redemptions - 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 AFS 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


                               58



<PAGE>

any time without notice.  Telephone redemption is not available
with respect to shares (i) for which certificates have been
issued, (ii) held in nominee or "street name" accounts,
(iii) held by a shareholder who has changed his or her address of
record within the preceding 30 calendar days or (iv) held in any
retirement plan account.  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.      

Repurchase

         The Fund may repurchase shares through the Principal
Underwriter, selected financial intermediaries 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, Class B and Class C 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. Eastern time).  The financial intermediary or selected
dealer or agent is responsible for transmitting the request to
the Principal Underwriter by 5:00 p.m. Eastern time (certain
selected dealers, agents or financial representatives may enter
into operating agreements permitting them to transmit purchase
information to the Principal Underwriter after 5:00 p.m. Eastern
time and receive that day's net asset value).  If the financial
intermediary or 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, Class B and Class C shares).  Normally, if
shares of the Fund are offered through a financial intermediary
or selected dealer or agent, the repurchase is settled by the
shareholder as an ordinary transaction with or through the


                               59



<PAGE>

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.      

________________________________________________________________

                      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 Class A, Class B, Class C and
Advisor Class shares unless otherwise indicated. If you are an
Advisor Class shareholder through an account established under a
fee-based program your fee-based program may impose requirements
with respect to the purchase, sale or exchange of Advisor Class
shares of the Fund that are different from those described
herein.  A transaction fee may be charged by your financial
representative with respect to the purchase, sale or exchange of
Advisor Class shares made through such financial representative.

Automatic Investment Program

         Investors may purchase shares of the Fund through an
automatic investment program utilizing electronic funds transfer
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.  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


                               60



<PAGE>

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

         You may exchange your investment in the Fund for shares
of the same class of other Alliance Mutual Funds (including AFD
Exchange Reserves, a money market fund managed by the Adviser).
In addition, (i) present officers and full-time employees of the
Adviser, (ii) present Directors or Trustees of any Alliance
Mutual Fund and (iii) certain employee benefit plans for
employees of the Adviser, the Principal Underwriter, Alliance
Fund Services, Inc. and their affiliates may exchange Class A
shares of the Fund for Advisor Class shares of the Fund.
Exchanges of shares are made at the net asset value next
determined and without sales or service charges.  Exchanges may
be made by telephone or written request.  Telephone exchange
requests must be received by Alliance Fund Services, Inc. by
4:00 p.m. Eastern time on a Fund business day in order to receive
that day's net asset value.

         Shares will continue to age without regard to exchanges
for purpose of determining the CDSC, if any, upon redemption and,
in the case of Class B shares, for the purpose 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 Alliance Fund Services, Inc. at (800) 221-5672 to exchange
uncertificated shares.  Except with respect to exchange of Class
A shares of the Fund for Advisor Class shares of the Fund,
exchange of shares as describe above in this section are taxable
transactions for federal tax purposes.  The exchange service may
be changed, suspended, or terminated on 60 days written notice.

         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


                               61



<PAGE>

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, agent or financial representative, as applicable, 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.

         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
before 4:00 p.m., Eastern time, on a Fund business day as defined
above.  Telephone requests for exchange received before 4:00 p.m.
Eastern 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 prior thereto.  

         None of the Alliance Mutual Funds, 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


                               62



<PAGE>

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, agents or
financial representatives, as applicable, may charge a commission
for handling telephone requests for exchanges.

         The exchange privilege is available only in states where
shares of the Alliance Mutual Fund 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
other Alliance Mutual Funds.  Persons desiring information
concerning these plans should contact Alliance Fund Services,
Inc. at the "For 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.  The minimum
initial investment requirement may be waived with respect to
certain of these qualified plans.


                               63



<PAGE>

         If the aggregate net asset value of shares of the
Alliance Mutual Funds held by a qualified plan reaches $1 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 the 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
retirements 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.

         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, Class C or Advisor Class Fund accounts,
a Class A, Class B, Class C or Advisor Class account with one or
more other Alliance Mutual Funds may direct that income dividends
and/or capital gains paid on the shareholder's Class A, Class B,
Class C or Advisor Class 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
"For 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



                               64



<PAGE>

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 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 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 "For Literature" telephone number shown on the cover of this
Statement of Additional Information.


                               65



<PAGE>

         CDSC Waiver for Class B Shares and Class C Shares.
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 or Class C shares in a shareholder's account may be
redeemed free of any contingent deferred sales charge.

         With respect to Class B shares, the waiver applies only
with respect to shares acquired after July 1, 1995.  Class B
shares 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 the
foregoing limitations.  Remaining Class B shares that are held
the longest will be redeemed next.  Redemptions of Class B shares
in excess of the foregoing limitations will be subject to any
otherwise applicable contingent deferred sales charge.

          With respect to Class C shares, shares held the longest
will be redeemed first and will count toward the foregoing
limitations.  Redemptions in excess of those limitations will be
subject to any otherwise applicable contingent deferred sales
charge.

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 computed in accordance
with the Fund's Articles of Incorporation and By-Laws at the next
close of regular trading on the Exchange (ordinarily 4:00 p.m.
Eastern 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 on such other days as the Board of Directors deems
appropriate or necessary in order to comply with Rule 22c-1 under
the 1940 Act.  The Fund's per share net asset value is calculated
by dividing the value of the Fund's total assets, less its
liabilities, by the total number of its shares then outstanding.
A Fund business day is any weekday on which the Exchange is open
for trading.      



                               66



<PAGE>

         In accordance with applicable rules under the 1940 Act,
portfolio securities are valued at current market value or at
fair value as determined in good faith by the Board of Directors.
The Board of Directors has delegated to the Adviser certain of
the Board's duties with respect to the following procedures.
Readily marketable securities listed on the Exchange or on a
foreign securities exchange (other than foreign securities
exchanges whose operations are similar to those of the United
States over-the-counter market) are valued, except as indicted
below, at the last sale price reflected on the consolidated tape
at the close of the Exchange or, in the case of a foreign
securities exchange, at the last quoted sale price, in each case
on the business day as of which such value is being determined.
If there has been no sale on such day, the securities are valued
at the mean of the closing bid and asked prices on such day.  If
no bid or asked prices are quoted on such day, then the security
is valued in good faith at fair value by, or in accordance with
procedures established by, the Board of Directors.  Readily
marketable securities not listed on the Exchange or on a foreign
securities exchange but listed on other United States national
securities exchanges or traded on The Nasdaq Stock Market, Inc.
are valued in like manner.  Portfolio securities traded on the
Exchange and on one or more foreign or other national securities
exchanges, and portfolio securities not traded on the Exchange
but traded on one or more foreign or other national securities
exchanges are valued in accordance with these procedures by
reference to the principal exchange on which the securities are
traded.      

         Readily marketable securities traded in the over-the-
counter market, securities listed on a foreign securities
exchange whose operations are similar to those of the United
States over-the-counter market, and securities listed on a U.S.
national securities exchange whose primary market is believed to
be over-the-counter (but excluding securities traded on The
Nasdaq Stock Market, Inc.), are valued at the mean of the current
bid and asked prices as reported by Nasdaq or, in the case of
securities not quoted by Nasdaq, the National Quotation Bureau or
another comparable sources.     

         Listed put or call options purchased by the Fund are
valued at the last sale price.  If there has been no sale on that
day, such securities will be valued at the closing bid prices on
that day.      

         Open futures contracts and options thereon will be
valued using the closing settlement price or, in the absence of
such a price, the most recent quoted bid price, If there are no
quotations available for the day of valuations, the last
available closing settlement price will be used.      



                               67



<PAGE>

         U.S. Government Securities and other debt instruments
having 60 days or less remaining until maturity are valued at
amortized cost if their original maturity was 60 days or less, or
by amortizing their fair value as of the 61st day prior to
maturity if their original term to maturity exceeded 60 days
(unless in either case the Board of Directors determines that
this method does not represent fair value).      

         Fixed-income securities may be valued on the basis of
prices provided by a pricing service when such prices are
believed to reflect the fair market value of such securities.
The prices provided by pricing service take into account many
factors, including institutional size trading in similar groups
of securities and any developments related to specific
securities.      

         All other assets of the Fund are valued in good faith at
fair value by, or in accordance with procedures established by,
the Board of Directors.      

         Trading in securities on Far Eastern and European
securities exchanges and over-the-counter markets is normally
completed well before the close of business of each Fund business
day.  In addition, trading in foreign markets may not take place
on all Fund business days.  Furthermore, trading may take place
in various foreign markets on days that are not Fund business
days.  The Fund's calculation of the net asset value per share,
therefore, does not always take place contemporaneously with the
most recent determination of the prices of portfolio securities
in these markets.  Events affecting the values of these portfolio
securities that occur between the time their prices are
determined in accordance with the above procedures and the close
of the Exchange will not be reflected in the Fund's calculation
of net asset value unless it is believed that these prices do not
reflect current market value, in which case the securities will
be valued in good faith by, or in accordance with procedures
established by, the Board of Directors at fair value.     

         The Board of Directors may suspend the determination of
the Fund's, net asset value (and the offering and sale of
shares), subject to the rules of the Commission and other
governmental rules and regulations, at a time when:  (1) the
Exchange is closed, other than customary weekend and holiday
closings, (2) an emergency exists as a result of which it is not
reasonably practicable for the Fund to dispose of securities
owned by it or to determine fairly the value of its net assets,
or (3) for the protection of shareholders, the Commission by
order permits a suspension of the right of redemption or a
postponement of the date of payment on redemption.      




                               68



<PAGE>

         For purposes of determining the Fund's net asset value
per share, all assets and liabilities initially expressed in a
foreign currency 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 relevant 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.  If such quotations are
not available as of the close of the Exchange, the rate of
exchange will be determined in good faith by, or under the
direction of, the Board of Directors.      

         The assets attributable to the Class A shares, Class B
shares, Class C shares and Advisor Class shares will be invested
together in a single portfolio.  The net asset value of each
class will be determined separately by subtracting the
liabilities allocated to that class from the assets belonging to
that class in conformance with the provisions of a plan adopted
by the Fund in accordance with Rule 18f-3 under the 1940 Act.
     


________________________________________________________________

               DIVIDENDS, DISTRIBUTIONS AND TAXES
________________________________________________________________

United States Federal Income Taxation
Of Dividends and Distributions       

         General.  The Fund intends for each taxable year to
qualify as a "regulated investment company" under the Internal
Revenue Code of 1986, as amended (the "Code").  To so qualify,
the Fund must, among other things, (i) derive at least 90% of its
gross income in each taxable year from dividends, interest,
payments with respect to securities loans, gains from the sale or
other disposition of stock or securities or foreign currency, or
certain other income (including, but not limited to, gains from
options, futures and forward contracts) derived with respect to
its business of investing in stock, securities or currency;
(ii) diversify its holdings so that, at the end of each quarter
of its taxable year, the following two conditions are met: (a) at
least 50% of the value of the Fund's assets is represented by
cash, U.S. Government Securities, securities of other regulated
investment companies and other securities with respect to which
the Fund's investment is limited, in respect of any one issuer,
to an amount not greater than 5% of the Fund's assets and 10% of
the outstanding voting securities of such issuer, and (b) not
more than 25% of the value of the Fund's assets is invested in
securities of any one issuer (other than U.S. Government



                               69



<PAGE>

Securities or securities of other regulated investment
companies).     

         If the Fund qualifies as a regulated investment company
for any taxable year and makes timely distributions to its
shareholders of 90% or more of its net investment income for that
year (calculated without regard to its net capital gain, i.e.,
the excess of its net long-term capital gain over its net short-
term capital loss), it will not be subject to federal income tax
on the portion of its taxable income for the year (including any
net capital gain) that it distributes to shareholders.

         The Fund also intends to avoid the 4% federal excise tax
that would otherwise apply to certain undistributed income for a
given calendar year if it makes timely distributions to the
shareholders equal to the sum of (i) 98% of its ordinary income
for that year; (ii) 98% of its capital gain net income and
foreign currency gains for the twelve-month period ending on
October 31 of that year; and (iii) any ordinary income or capital
gain net income from the preceding calendar year that was not
distributed during that 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 of a given year but actually paid during the
immediately following January will be treated as if paid by the
Fund on December 31 of that calendar year, and will be taxable to
these shareholders for the year declared, and not for the year in
which the shareholders actually receive the dividend.     

         The Fund intends to make timely distributions of the
Fund's taxable income (including any net capital gain) so that
the Fund will not be subject to federal income or excise taxes.
However, exchange control or other regulations on the
repatriation of investment income, capital or the proceeds of
securities sales, if any exist or are enacted in the future, may
limit the Fund's ability to make distributions sufficient in
amount to avoid being subject to one or both of such federal
taxes.

         Dividends and Distributions.  The Fund intends to make
timely distributions of the Fund's taxable income (including any
net capital gain) so that the Fund will not be subject to federal
income and excise taxes.  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.  

         Distributions of net capital gain are taxable as long-
term capital gain, regardless of how long a shareholder has held
shares in the Fund.  Any dividend or distribution received by a


                               70



<PAGE>

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 shares by a
shareholder, although in effect a return of capital to that
particular shareholder, would be taxable to him as described
above.  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.      

         After the end of the taxable year, the Fund will notify
shareholders of the federal income tax status of any
distributions made by the Fund to shareholders during such year.

         It is the present policy of the Fund to distribute to
shareholders all net investment income and to distribute realized
capital gains, if any, annually.  There is no fixed dividend rate
and there can be no assurance that the Fund will pay any
dividends.  The amount of any dividend or distribution paid on
shares of the Fund must necessarily depend upon the realization
of income and capital gains from the Fund's investments.

         Sales and Redemptions.  Any gain or loss arising from a
sale or redemption of Fund shares generally will be capital gain
or loss except in the case of a dealer or a financial
institution, and will be long-term capital gain or loss if such
shareholder has held such shares for more than one year at the
time of the sale or redemption; otherwise it will be short-term
capital gain or loss.  If a shareholder has held shares in the
Fund for six months or less and during that period has received a
distribution of net 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 distribution.  In determining the holding period of such
shares for this purpose, any period during which a shareholder's
risk of loss is offset by means of options, short sales or
similar transactions is not counted.      

         Any loss realized by a shareholder on a sale or exchange
of shares of the Fund will be disallowed to the extent the shares
disposed of are replaced within a period of 61 days beginning 30
days before and ending 30 days after the shares are sold or
exchanged.  For this purpose, acquisitions pursuant to the
Dividend Reinvestment Plan would constitute a replacement if made
within the period.  If disallowed, the loss will be reflected in
an upward adjustment to the basis of the shares acquired.  

         Foreign Taxes.  Income received by the Fund may also be
subject to foreign income taxes, including withholding taxes. The
United States has entered into tax treaties with many foreign
countries which entitle the Fund to a reduced rate of such taxes


                               71



<PAGE>

or exemption from taxes on such income.  It is impossible to
determine the effective rate of foreign tax in advance since the
amount of the Fund's assets to be invested within various
countries is not known.  If more than 50% of the value of the
Fund's total assets at the close of its taxable year consists of
stocks or securities of foreign corporations, the Fund will be
eligible and intends to file an election with the Internal
Revenue Service to pass through to its shareholders the amount of
foreign taxes paid by the Fund.  However, there can be no
assurance that the Fund will be able to do so.  Pursuant to this
election a United States shareholder will be required to
(i) include in gross income (in addition to taxable dividends
actually received) his pro rata share of foreign taxes paid by
the Fund, (ii) treat his pro rata share of such foreign taxes as
having been paid by him, and (iii) either deduct such pro rata
share of foreign taxes in computing his taxable income or treat
such foreign taxes as a credit against United States federal
income taxes.  Shareholders who are not liable for federal income
taxes, such as retirement plans qualified under section 401 of
the Code, will not be affected by any such pass through of taxes
by the Fund.  No deduction for foreign taxes may be claimed by an
individual United States shareholder who does not itemize
deductions.  In addition, certain individual United States
shareholders may be subject to rules which limit or reduce their
ability to fully deduct, or claim a credit for, their pro rata
share of the foreign taxes paid by the Fund.  A shareholder's
foreign tax credit with respect to a dividend received from the
Fund will be disallowed unless the shareholder holds shares in
the Fund on the ex-dividend date and for at least 15 other days
during the 30-day period beginning 15 days prior to the ex-
dividend date.  Each shareholder will be notified within 60 days
after the close of the Fund's taxable year whether the foreign
taxes paid by the Fund will pass through for that year and, if
so, such notification will designate (i) the shareholder's
portion of the foreign taxes paid to each such country and
(ii) the portion of dividends that represents income derived from
sources within each such country.

         Backup Withholding.  The Fund may be required to
withhold United States federal income tax at the rate of 31% of
all taxable distributions payable to shareholders who fail to
provide the Fund with their correct taxpayer identification
numbers or to make required certifications, or who have been
notified by the Internal Revenue Service that they are subject to
backup withholding.  Corporate shareholders and certain other
shareholders specified in the Code are exempt from such backup
withholding.  Backup withholding is not an additional tax; any
amounts so withheld may be credited against a shareholder's
United States federal income tax liability or refunded.




                               72



<PAGE>

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.

         Passive Foreign Investment Companies.  If the Fund owns
shares in a foreign corporation that constitutes a "passive
foreign investment company" (a "PFIC") for federal income tax
purposes and the Fund does not elect to treat the foreign
corporation as a "qualified electing fund" within the meaning of
the Code, the Fund may be subject to United States federal income
taxation on a portion of any "excess distribution" it receives
from the PFIC or any gain it derives from the disposition of such
shares, even if such income is distributed as a taxable dividend
by the Fund to its shareholders.  The Fund may also be subject to
additional interest charges in respect of deferred taxes arising
from such distributions or gains.  Any tax paid by the Fund as a
result of its ownership of shares in a PFIC will not give rise to
any deduction or credit to the Fund or to any shareholder.  A
PFIC means any foreign corporation if, for the taxable year
involved, either (i) it derives at least 75% of its gross income
from "passive income" (including, but not limited to, interest,
dividends, royalties, rents and annuities), or (ii) on average,
at least 50% of the value (or adjusted tax basis, if elected) of
the assets held by the corporation produce "passive income."
Pursuant to the Taxpayer Relief Act of 1997, the Fund could elect
for taxable years beginning after 1997 to "mark-to-market" stock
in a PFIC.  Under such an election, the Fund would include in
income each year an amount equal to the excess, if any, of the
fair market value of the PFIC stock as of the close of the
taxable year over the Fund's adjusted basis in the PFIC stock.
The Fund would be allowed a deduction for the excess, if any, on
the adjusted basis of the PFIC stock over the fair market value
of the PFIC stock as of the close of the taxable year, but only
to the extent of any net mark-to-market gains included by the
Fund for prior taxable years.  The Fund's adjusted basis in the
PFIC stock would be adjusted to reflect the amounts included in,
or deducted from, income under this election.  Amounts included
in income pursuant to this election, as well as gain realized on
the sale or any other disposition of the PFIC stock, would be
treated as ordinary income.  The deductible portion of any mark-
to-market loss, as well as loss realized on the sale or other
disposition of the PFIC stock to the extent that such loss does
not exceed the net mark-to-market gains previously included by
the Fund, would be treated as ordinary loss. The Fund generally
would not be subject to the deferred tax and interest charge
provisions discussed above with respect to PFIC stock for which a


                               73



<PAGE>

mark-to-market election has been made.  If the Fund purchases
shares in a PFIC and the Fund does elect to treat the foreign
corporation as a "qualified electing fund" under the Code, the
Fund may be required to include in its income each year a portion
of the ordinary income and net capital gains of the foreign
corporation, even if this income is not distributed to the Fund.
Any such income would be subject to the 90% and calendar year
distribution requirements described above.

         Currency Fluctuations-"Section 988" Gains or Losses.
Under the Code, gains or losses attributable to fluctuations in
exchange rates which occur between the time the Fund accrues
interest or other receivables or accrues expenses or other
liabilities denominated in a foreign currency and the time the
Fund actually collects such receivables or pays such liabilities
are treated as ordinary income or ordinary loss.  Similarly,
gains or losses from the disposition of foreign currencies, from
the disposition of debt securities denominated in a foreign
currency, or from the disposition of a forward contract
denominated in a foreign currency which are attributable to
fluctuations in the value of the foreign currency between the
date of acquisition of the asset and the date of disposition also
are treated as ordinary gain or loss.  These gains or losses,
referred to under the Code as "section 988" gains or losses,
increase or decrease the amount of the Fund's investment company
taxable income available to be distributed to its shareholders as
ordinary income, rather than increasing or decreasing the amount
of the Fund's net capital gain.  Because section 988 losses
reduce the amount of ordinary dividends the Fund will be allowed
to distribute for a taxable year, such section 988 losses may
result in all or a portion of prior dividend distributions for
such year being recharacterized as a non-taxable return of
capital to shareholders, rather than as an ordinary dividend,
reducing each shareholder's basis in his Fund shares.  To the
extent that such distributions exceed such shareholder's basis,
each distribution will be treated as a gain from the sale of
shares.

         Options, Futures and Forward Contracts.  Certain listed
options, regulated futures contracts, and forward foreign
currency 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 other
than forward foreign currency contracts will be considered 60%
long-term and 40% short-term capital gain or loss.  Gain or loss
realized by the Fund on forward foreign currency contracts will
be treated as section 988 gain or loss and will therefore be
characterized as ordinary income or loss and will increase or


                               74



<PAGE>

decrease the amount of the Fund's net investment income available
to be distributed to shareholders as ordinary income, as
described above.  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.

         The Treasury Department has the authority to issue
regulations that would permit or require the Fund either to
integrate a foreign currency hedging transaction with the
investment that is hedged and treat the two as a single
transaction, or otherwise to treat the hedging transaction in a
manner that is consistent with the hedged investment.  The
regulations issued under this authority generally should not
apply to the type of hedging transactions in which the Fund
intends to engage.

         With respect to equity options or options traded over-
the-counter or on certain foreign exchanges, 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 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.

         Gain or loss realized by the Fund on the lapse or sale
of put and call options on foreign currencies which are traded
over-the-counter or on certain foreign exchanges will be treated
as section 988 gain or loss and will therefore be characterized
as ordinary income or loss and will increase or decrease the
amount of the Fund's net investment income available to be
distributed to shareholders as ordinary income, as described
above.  The amount of such gain or loss shall be determined by
subtracting the amount paid, if any, for or with respect to the
option (including any amount paid by the Fund upon termination of
an option written by the Fund) from the amount received, if any,
for or with respect to the option (including any amount received
by the Fund upon termination of an option held by the Fund).  In
general, if the Fund exercises such an option on a foreign
currency, or such an option that the Fund has written is
exercised, gain or loss on the option will be recognized in the
same manner as if the Fund had sold the option (or paid another
person to assume the Fund's obligation to make delivery under the
option) on the date on which the option is exercised, for the
fair market value of the option.  The foregoing rules will also
apply to other put and call options which have as their


                               75



<PAGE>

underlying property foreign currency and which are traded over-
the-counter or on certain foreign exchanges to the extent gain or
loss with respect to such options is attributable to fluctuations
in foreign currency exchange rates.

         Tax Straddles.  Any option, futures contract, forward
foreign currency contract, currency swap, 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.  The Treasury Department is authorized to issue
regulations providing for the proper treatment of a mixed
straddle where at least one position is ordinary and at least one
position is capital.  No such regulations have yet been issued.
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.

Taxation of Foreign Stockholders

         The foregoing discussion relates only to United States
federal income tax law as it affects shareholders who are United
States citizens or residents or United States corporations.  The
effects of federal income tax law on shareholders who are non-
resident alien individuals or foreign corporations may be
substantially different.  Foreign investors should therefore
consult their counsel for further information as to the United
States tax consequences of receipt of income from the Fund.





                               76



<PAGE>

Other Taxation

         The Fund may be subject to other state and local taxes.

________________________________________________________________

              BROKERAGE AND PORTFOLIO TRANSACTIONS
________________________________________________________________

         The management of the Fund has the responsibility for
allocating its brokerage orders and may direct orders to any
broker.  It is the Fund's general policy to seek favorable net
prices and prompt reliable execution in connection with the
purchase or sale of all portfolio securities.  In the purchase
and sale of over-the-counter securities, it is the Fund's policy
to use the primary market makers except when a better price can
be obtained by using a broker.  The Board of Directors has
approved, as in the best interests of the Fund and the
shareholders, a policy of considering, among other factors, sales
of the Fund's shares as a factor in the selection of broker-
dealers to execute portfolio transactions, subject to best
execution.  The Adviser is authorized under the Advisory
Agreement to place brokerage business with such brokers and
dealers.  The use of brokers who supply supplemental research and
analysis and other services may result in the payment of higher
commissions than those available from other brokers and dealers
who provide only the execution of portfolio transactions.  In
addition, the supplemental research and analysis and other
services that may be obtained from brokers and dealers through
which brokerage transactions are affected may be useful to the
Adviser in connection with advisory clients other than the Fund.

         Investment decisions for the Fund are made independently
from those for other investment companies and other advisory
accounts managed by the Adviser.  It may happen, on occasion,
that the same security is held in the portfolio of the Fund and
one or more of such other companies or accounts.  Simultaneous
transactions are likely when several funds or accounts are
managed by the same Adviser, particularly when a security is
suitable for the investment objectives of more than one of such
companies or accounts.  When two or more companies or accounts
managed by the Adviser are simultaneously engaged in the purchase
or sale of the same security, the transactions are allocated to
the respective companies or accounts both as to amount and price,
in accordance with a method deemed equitable to each company or
account.  In some cases this system may adversely affect the
price paid or received by the Fund or the size of the position
obtainable for the Fund.

         Allocations are made by the officers of the Fund or of
the Adviser.  Purchases and sales of portfolio securities are


                               77



<PAGE>

determined by the Adviser and are placed with broker-dealers by
the order department of the Adviser.

         The extent to which commissions that will be charged by
broker-dealers selected by the Fund may reflect an element of
value for research cannot presently be determined.  To the extent
that research services of value are provided by broker-dealers
with or through whom the Fund places portfolio transactions, the
Adviser may be relieved of expenses which it might otherwise
bear.  Research services furnished by broker-dealers could be
useful and of value to the Adviser in servicing its other clients
as well as the Fund; but, on the other hand, certain research
services obtained by the Adviser as a result of the placement of
portfolio brokerage of other clients could be useful and of value
to it in serving the Fund.  Consistent with the Conduct Rules of
Fair Practice of the National Association of Securities Dealers,
Inc. and subject to seeking best execution, the Fund may consider
sales of shares of the Fund or other investment companies managed
by the Adviser as a factor in the selection of brokers to execute
portfolio transactions for the Fund.

         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 commissions.  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.

         Many of the Fund's portfolio transactions in equity
securities will occur on foreign stock exchanges.  Transactions
on stock exchanges involve the payment of brokerage commissions.
On many foreign stock exchanges these commissions are fixed.
Securities traded in foreign over-the-counter markets (including
most fixed-income securities) are purchased from and sold to
dealers acting as principal.  Over-the-counter transactions
generally do not involve the payment of a stated commission, but
the price usually includes an undisclosed commission or markup.
The prices of underwritten offerings, however, generally include
a stated underwriter's discount.  The Adviser expects to effect
the bulk of its transactions in securities of companies based in
foreign countries through brokers, dealers or underwriters
located in such countries.  U.S. Government or other U.S.
securities constituting permissible investments will be purchased
and sold through U.S. brokers, dealers or underwriters.

         During the fiscal years ended June 30, 1998, 1997 and
1996, the Fund incurred brokerage commissions amounting in the


                               78



<PAGE>

aggregate to $1,667,217, $1,512,610, and $1,479,941,
respectively.  During the fiscal years ended June 30, 1998, 1997
and 1996, brokerage commissions amounting in the aggregate to $0,
$0 and $0 respectively, were paid to DLJ and brokerage
commissions amounting in the aggregate to $360, $0 and $0,
respectively, were paid to brokers utilizing the Pershing
Division of DLJ.  During the fiscal year ended June 30, 1998, 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 .02% of the Fund's aggregate brokerage commissions.
During the fiscal year ended June 30, 1998, of the Fund's
aggregate dollar amount of brokerage transactions involving the
payment of commissions, 0% were effected through DLJ and .02%
were effected through brokers utilizing the Pershing Division of
DLJ.  During the fiscal year ended June 30, 1998, transactions in
portfolio securities of the Fund aggregating $794,510 with
associated brokerage commissions of approximately $1,633,976 were
allocated to persons or firms supplying research services to the
Fund or the Adviser.

________________________________________________________________

                       GENERAL INFORMATION
________________________________________________________________

Capitalization
   
         The Fund's capital stock of the Fund currently consists
of 60,000,000 shares of Class A Common Stock, 3,000,000,000
shares of Class B Common Stock, 3,000,000,000 shares of Class C
and 3,000,000,000 shares of Advisor Class Common Stock, each
having a par value $.01 per share.  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 and classes 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


                               79



<PAGE>

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.      

         At October 9, 1998 there were 48,099,053 shares of
common stock of the Fund outstanding including 34,277,242 Class A
shares, 11,689,795 Class B shares, 1,966,875 Class C shares and
135,141 Advisor Class shares.  To the knowledge of the Fund, the
following persons owned of record or beneficially, 5% or more of
a class of the outstanding shares of the Fund as of October 9,
1998:    

                    No. of                                % of
                    Shares     % of     % of     % of     Advisor
Name and Address    Class      Class A  Class B  Class C  Class  
   
Merrill Lynch       4,444,477  12.92%            
4800 Deer Lake Dr.  4,290,415           36.59%            
Jacksonville, FL      571,462                    28.52%   
  32246                16,308                             12.07%

James W.C. Swartz
21 Cadogan Place
London SW1
England                 9,642                             7.13%

Robert L. Errico &  
  Nicolena Errico
960 Park Avenue, 1A
New York, NY
  10028-0325           10,947                             8.10%

Middleton Place
  Foundation Reserve
  Fund
Ashley River Road
Charleston, SC
  29414                 8,192                             6.06%
    

Custodian

         Brown Brothers Harriman & Co. ("Brown Brothers"), 40
Water Street, Boston, Massachusetts, will act as the Fund's
custodian for the assets of the Fund but plays no part in
deciding the purchase or sale of portfolio securities.  Subject
to the supervision of the Fund's Directors, Brown Brothers may



                               80



<PAGE>

enter into sub-custodial agreements for the holding of the Fund's
foreign 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.  Under the Distribution
Services Agreement, 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 1933 Act.

Counsel

         Legal matters in connection with the issuance of the
shares offered hereby are passed upon by Seward & Kissel, New
York, New York.  Seward & Kissel has relied upon the opinion of
Venable, Baetjer and Howard, LLP, Baltimore Maryland, for matters
relating to Maryland law.

Independent Accountants

         PricewaterhouseCoopers LLP, New York, New York, serves
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
such a 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 paid
and the maximum sales charge applicable to purchases of Fund
shares is assumed to have been paid.

         The Fund's average annual total return for Class A
shares for the one-year period ended June 30, 1998  was 9.11% and
for the period June 2, 1994 (commencement of operations) through
June 30, 1998 was 13.17%.     




                               81



<PAGE>

         The Fund's average annual total return for Class B
shares for the one-year period ended June 30, 1998 was 8.34% and
for the period June 2, 1994 (commencement of operations) through
June 30, 1998 was 12.40%.     

         The Fund's average annual total return for Class C
shares for the one-year period ended June 30, 1998 was 8.34% and
for the period February 8, 1995 (commencement of distribution)
through June 30, 1998 was 16.75%.     

         The Fund's average annual total return for Advisor Class
shares for the one-year period ended June 30, 1998 was 9.48% and
for the period October 2, 1996 (commencement of distribution)
through June 30, 1998 was 19.76%.     

         The Fund's total return is computed separately for Class
A, Class B, Class C and Advisor Class 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 its expenses.  Total
return information is useful in reviewing the Fund's performance
but such information may not provide a basis for 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 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 investors or placed in
newspapers, magazines such as Barrons, Business Week, Changing
Times, Forbes, Investor's Daily, Money Magazine, The New York
Times and The Wall Street Journal or other media on behalf of the
Fund.

Additional Information

         Any shareholder inquiries may be directed to the
shareholder's broker or other financial adviser 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 Commission under the 1933 Act.  Copies of the
Registration Statement 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.



                               82



<PAGE>

___________________________________________________________

         REPORT OF INDEPENDENT ACCOUNTANTS AND FINANCIAL
                           STATEMENTS
___________________________________________________________
















































                               83



<PAGE>



ALLIANCE WORLDWIDE PRIVATIZATION FUND

ANNUAL REPORT
JUNE 30, 1998

ALLIANCE CAPITAL



PORTFOLIO OF INVESTMENTS
JUNE 30, 1998                             ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

COMPANY                                          SHARES     U.S. $ VALUE
- -------------------------------------------------------------------------
COMMON STOCKS & OTHER INVESTMENTS-93.4%
ARGENTINA-0.6%
Nortel Inversora, SA (ADR)                       98,000      $ 2,437,750
Telecom Argentina, SA (ADR)                      53,300        1,589,006
                                                             ------------
                                                               4,026,756

AUSTRALIA-4.1%
Amrad Corporation, Ltd. (a)                   2,000,000        2,420,925
Commonwealth Serum Lab, Ltd.                  2,071,279       13,436,050
GIO Australia Holdings, Ltd.                  2,000,000        5,144,776
Tab Corp Holdings, Ltd.                       1,000,000        5,121,187
Tab, Ltd. (a)                                   359,600          531,268
                                                             ------------
                                                              26,654,206

AUSTRIA-4.0%
Austria Mikro Systeme International AG           60,000        4,068,584
Austria Tabakwerke AG                           281,877       15,713,491
Bank Austria AG Rts. (a)                        200,000                9
Boehler-Uddeholm AG                              40,000        2,646,157
Premier Telesports (a)(b)                        85,000        1,541,489
Voest-Alpine Stahl AG                            60,000        2,408,034
                                                             ------------
                                                              26,377,764

BELGIUM-0.9%
Credit Communal Holding Dexia                    38,000        5,724,185

BOTSWANA-0.4%
Sechaba Breweries, Ltd.                       1,750,700        2,320,334

BRAZIL-3.4%
Celesc Centrais Electricas
  de Santa Catarina, SA (GDR) (c)                13,000          975,000
Companhia Energetica de Minas Gerais (ADR)       63,636        1,969,687
Companhia Paranaense de Energia (ADR)            75,000          693,750
Comphania Paulista de Forca e Luz            25,091,000        2,560,191
Espirito Santo Centrais Electricas, SA            6,247          367,296
Gerdau Metalurgica, SA (b)                   10,044,305          239,698
Light Particpacoes, SA                        7,125,900            2,526
Multicanal Participacoes (ADR) (a)              114,900          567,319
Petroleo Brasileros, SA
  (ADR)                                          40,000          740,000
  (ADR) (c)                                      26,500          490,250
Telecomunicacoes Brasileiras, SA (ADR)          113,500       12,392,781
Unibanco (GDR)                                   29,600          873,200
                                                             ------------
                                                              21,871,698

COLOMBIA-0.1%
Banco de Colombia (GDR) (c)                     125,000          558,750

CZECH REPUBLIC-2.1%
Ceske Radiokomunikace, AS (a)                    20,000        3,803,973
New Shares (a)                                   72,557        1,168,569
Czech Power Company (GDR) (c)                    44,000        1,217,515
Komercni Banka AS (GDR) (a)                     424,900        5,374,985
Podnik Vypocetni Techniky (a)                    13,000        1,053,240
Tabak AS                                          4,525        1,091,913
                                                             ------------
                                                              13,710,195

EGYPT-0.9%
Commercial International Bank (GDR)             131,869        1,430,779
Egyptian Financial and Industrial                33,200          710,473
Housing Development Bank                         38,000          902,866


7



PORTFOLIO OF INVESTMENTS (CONTINUED)      ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

COMPANY                                          SHARES     U.S. $ VALUE
- -------------------------------------------------------------------------
Madinet Nasr City for Housing & Development      30,000      $ 1,435,691
Torrah Portland Cement                           69,500        1,196,959
                                                             ------------
                                                               5,676,768

FINLAND-1.4%
Merita PLC, Series A                            828,000        5,472,279
Outokumpu Oy Cl. A                              300,000        3,833,969
                                                             ------------
                                                               9,306,248

FRANCE-9.3%
Sanofi, SA                                      100,000       11,768,601
Seita                                           270,000       12,245,303
SGS-Thomson Microelectronics NV (a)             200,000       14,185,219
Societe Generale                                 30,000        6,241,827
Societe National Elf Aquitaine                   80,000       11,255,483
Union Assurances Federales                       30,000        4,732,268
                                                             ------------
                                                              60,428,701

GERMANY-4.4%
BHW Holding AG                                  225,350        3,894,074
Salzgitter AG                                   172,000        2,261,337
Viag AG                                          25,000       16,919,535
Volkswagen AG                                     6,000        5,774,832
                                                             ------------
                                                              28,849,778

GHANA-0.5%
Social Security Bank, Ltd. (a)                3,000,000        3,362,680

GREECE-2.1%
Commercial Bank of Greece                        50,000        3,710,424
Hellenic Petroleum, SA (a)                      258,000        2,107,988
Hellenic Telecommunication Organization, SA     144,444        3,704,396
National Bank Of Greece                          15,780        2,022,937
STET Hellas Telecommunications, SA (a)           26,870        1,110,649
  (ADR) (a)                                      26,870        1,115,105
                                                             ------------
                                                              13,771,499

HONG KONG-0.1%
The Guangshen Railway Co., Ltd. (ADR)            69,100          470,744

HUNGARY-1.1%
Inter-Europa Bank Rts.                            9,490          581,782
MOL Magyar Olaj-es Gazipari                     150,000        4,048,861
OTP Bank (GDR)                                   50,000        2,455,000
                                                             ------------
                                                               7,085,643

INDIA-1.2%
Industrial Credit & Investment 
  Corporation of India, Ltd. (GDR) (c)          287,900        2,943,777
Mahanagar Telephone Nigam, Ltd. (GDR)           139,700        1,463,358
State Bank of India (GDR) (a)(c)                 45,000          533,250
Videsh Sanchar Nigam, Ltd. (GDR) (a)(c)         296,200        3,169,340
                                                             ------------
                                                               8,109,725

INDONESIA-0.2%
PT Tambang Timah (GDR)                          323,000        1,437,350

ISRAEL-0.8%
Bank Hapoalim, Ltd.                           1,073,300        3,247,460
Tadiran, Ltd. (ADR)                              52,500        1,739,062
                                                             ------------
                                                               4,986,522

ITALY-4.7%
Alitalia SpA (a)                              1,410,400        4,526,466
Eni SpA                                       1,000,000        6,559,460
Instituto Mobilaire Italiano SpA                400,000        6,306,090


8



                                          ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

COMPANY                                         SHARES       U.S. $ VALUE
- -------------------------------------------------------------------------
Instituto Nazionale delle Azzicurazioni       1,600,000      $ 4,549,393
Telecom Italia Mobile di Risp SpA             1,500,000        5,067,394
Telecom Italia SpA                              813,953        3,943,595
                                                             ------------
                                                              30,952,398

JAPAN-5.6%
Daiwa Securities Co., Ltd.                    2,050,000        8,859,169
East Japan Railway Co.                              610        2,879,004
Japan Tobacco, Inc.                               1,631       11,086,243
Nippon Telegraph & Telephone, Corp.                 900        7,492,128
Nomura Securities Co., Ltd.                     520,000        6,079,120
                                                             ------------
                                                              36,395,664

JORDAN-0.3%
Arab Potash Co.                                 217,433        1,828,761

KENYA-0.1%
Kenya Airways (a)                             4,650,000          550,874

MALAWI-0.2%
Press Corp. (GDR) (b)                            94,000          997,340

MALAYSIA-0.3%
Telekom Malaysia Berhad                       1,000,000        1,686,645

MALTA-0.2%
Maltacom Plc. (GDR) (a)                          86,000        1,225,500

MEXICO-1.5%
Alfa, SA                                        251,200        1,020,456
Grupo Financiero Banamex Cl. B (a)            1,178,500        2,295,353
Grupo Financiero Bancrecer, SA de CV
  Cl. B (a)(b)                                2,140,843           71,481
Grupo Financiero Banorte, SA de CV
  Cl. B (a)                                   3,299,677        3,672,429
Grupo Minsa, SA de CV
  Cl. C (a)                                     449,700          221,722
Grupo Profesional Planeacion Y Proyectos,
  SA Cl. B (a)(b)                               129,000          297,195
Telefonos de Mexico, SA Cl. L (ADR)              33,200        1,595,675
Tubos de Acero de Mexico, SA (ADR)               70,000          896,875
                                                             ------------
                                                              10,071,186

NETHERLANDS-5.6%
Akzo Nobel NV                                    90,000       20,026,400
ING Groep NV                                    254,694       16,693,706
                                                             ------------
                                                              36,720,106

NEW ZEALAND-0.1%
Tranz Rail Holdings, Ltd.                       268,000          613,597

NORWAY-0.8%
Christiana Bank OG Kreditkasse                  600,000        2,520,469
Den Norske Bank                                 500,000        2,630,397
                                                             ------------
                                                               5,150,866

PAKISTAN-0.1%
Hub Power Co., Ltd. (GDR)                        75,000          515,625

PEOPLES REPUBLIC OF CHINA-1.0%
Beijing Datang Power                          6,285,800        1,764,535
Yanzhou Coal Mining Co., Ltd. Cl. H (a)       6,698,000        1,279,432
Zhejiang Southeast Electric Power Co.,
  Ltd. (GDR) (c)                                249,200        3,451,420
                                                             ------------
                                                               6,495,387

PERU-1.4%
Cementos Norte
Pacasmayo SA Cl. C                            1,661,620        2,658,592
  Cl. T                                         330,606          528,969
Explosivos, SA Cl. C (a)(b)                   1,218,398        1,348,015


9



PORTFOLIO OF INVESTMENTS (CONTINUED)      ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

COMPANY                                         SHARES       U.S. $ VALUE
- -------------------------------------------------------------------------
Fereyos, SA                                   1,091,012      $ 1,470,777
Ontario Quinta AVV (b)                        2,000,000        3,360,000
                                                             ------------
                                                               9,366,353

PHILIPPINES-1.5%
First Philippine Holdings Corp. Series B      2,779,672        1,866,446
International Container
  Terminal Services, Inc. (a)                 4,877,187          555,555
Manila Electric Co. Series B                  2,053,305        5,416,392
Philippine Long Distance Telephone Co.           94,200        2,146,043
                                                             ------------
                                                               9,984,436

POLAND-1.5%
Bank Polska Kasa Opieki Grupa Pekao, SA (a)     130,600        2,059,937
Bank Przemyslowo Handlowy                        20,000        1,433,897
Elektrim, SA                                    200,000        2,437,625
Kredyt Bank, SA (GDR) (a)(c)                    100,000        1,870,000
Orbis, SA (a)                                   224,386        1,994,828
                                                             ------------
                                                               9,796,287

PORTUGAL-1.3%
Electricidade de Portugal, SA                   351,400        8,177,929
TVI Televisao Independiente (a)(b)              169,000               -0-
                                                             ------------
                                                               8,177,929

ROMANIA-0.1%
Societatea, SA (b)                               30,454          350,429

RUSSIA-2.1%
Gazprom (ADR) (c)                               100,000        1,107,500
JSC Rosneftegazstroy (ADR) (a)                  184,202          899,219
Lukoil Holding (ADR)                            150,000        4,987,500
Nearmedic Ltd. (a)(b)                         1,522,600        1,800,822
Sberbank of Russia                               27,493        2,639,328
Sun Brewing (GDR) (a)(c)                        156,000        2,106,000
                                                             ------------
                                                              13,540,369

SLOVAKIA-0.1%
Slovakofarma AS (GDR)                           156,200          863,005

SOUTH AFRICA-0.8%
South African Iron & Steel (a)               29,329,133        5,539,398

SOUTH KOREA-1.5%
Korea Electric Power Corp.                       85,390          911,117
  (ADR)                                         138,600          987,525
Korean Air Lines                                 35,912           92,592
Pohang Iron & Steel Co., Ltd.                     7,280          242,758
  (ADR)                                         169,800        2,037,600
SK Telecom Co., Ltd.                             11,970        5,783,611
  (ADR)                                           8,480           47,170
                                                             ------------
                                                              10,102,373

SPAIN-5.9%
Aceralia, SA                                    600,000        9,018,550
Aldeasa, SA                                     200,000        7,123,347
Empresa Nacional de Celulosas, SA               300,000        5,293,497
Repsol, SA                                       90,000        4,958,242
Tabacalera, SA Cl. A                            285,000        5,848,334
Telefonica de Espana, SA                        140,000        6,486,821
                                                             ------------
                                                              38,728,791

SWEDEN-2.5%
Assi Doman AB                                   182,000        5,297,590
Castellum AB                                    295,500        3,485,012
Diligentia AB                                   142,800        1,236,221
Mandamus AB (a)                                  10,000           62,732
Sparbanken Sverige AB, Cl. A                    200,000        6,022,269
                                                             ------------
                                                              16,103,824


10



                                          ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

COMPANY                                         SHARES       U.S. $ VALUE
- -------------------------------------------------------------------------
SWITZERLAND-1.7%
Sairgroup                                        33,925      $11,179,142

THAILAND-0.3%
PTT Exploration & Production 
  Public Co., Ltd. (a)                          301,000       2,282,464

TRINIDAD & TOBAGO-0.2%
B.W.I.A. International Airways (a)(b)         2,727,272        1,500,000
TURKEY-2.4%
Efes Sinai Yatrim Ordinary (a)               30,752,943        6,237,217
Eregli Demir Ve Celik Fabrikalari TAS (a)     7,116,750        1,109,277
Petrokimya Holding AS                         1,907,000        1,038,554
Tupras Turkiye Petrol Rafinerileri AS (a)    20,000,000        3,230,047
Turkiye Is Bankasi Series C                  49,700,000        2,006,667
Usas Ucak Servisi AS                            857,250        2,028,422
                                                             ------------
                                                              15,650,184

UNITED KINGDOM-10.8%
Anglian Water Plc.                              300,000        4,207,644
Birkby Plc.                                     930,000        2,375,816
British Energy Plc.                           1,500,000       13,148,888
Energis Plc. (a)                              1,276,800       19,455,046
Mersey Docks & Harbour Co.                      513,550        4,874,742
National Grid Holdings Plc.                     850,000        5,738,008
National Power Plc.                             660,000        6,215,291
Powergen Plc.                                   256,436        3,545,257
RJB Mining                                      300,000          611,110
Stagecoach Holdings Plc.                        300,000        6,386,603
Wessex Water Plc.                               500,000        3,806,916
                                                             ------------
                                                              70,365,321

UNITED STATES-1.0%
Central European Media Enterprises, Ltd.
  Cl. A (a)                                      75,000        1,621,875
Near East International (a)(b)                       10        1,000,000
United Customer Management Solutions (b)         17,862        3,929,640
                                                             ------------
                                                               6,551,515

VENEZUELA-0.2%
Compania Anonima Nacional Telefonos
  de Venezuela (ADR)                             49,700        1,242,500
Mercantil Servicios Financieros (ADR)            75,000          379,634
                                                             ------------
                                                               1,622,134

Total Common Stocks & Other Investments
  (cost $523,193,181)                                        609,637,449

PREFERRED STOCKS-6.6%
AUSTRIA-2.5%
Bank Austria AG                                 200,000       16,258,568

BRAZIL-4.1%
Banco Estado de Sao Paulo, SA                38,000,000        1,758,143
Bardella Industrias Mecanicas, SA                20,786        2,111,579
Celesc Centrais Electricas de Santa
  Catarina, SA Cl. B                          3,882,133        2,953,852
Companhia Riograndense de Telcom Cl. A        4,494,619        4,900,536
Compania Paulista de Forca e Luz
  Receipts 4/98                                 176,463           13,732
Eletropaulo Metropolitana                    12,114,030          911,262
Empresa Bandeirante de Energia, SA (a)       12,114,030          191,679


11



PORTFOLIO OF INVESTMENTS (CONTINUED)      ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

COMPANY                                         SHARES      U.S. $ VALUE
- -------------------------------------------------------------------------
Empresa Metropolitana
  de Aguas e Energie, SA (a)                 12,114,030     $      9,427
Empresa Paulista de
  Transmissao de Energia Eletrica, SA        12,114,030           42,840
Gerdau, SA                                  260,841,935        3,608,552
Gerdau Metalurgica, SA                      163,029,484        5,212,771
Iven, SA (b)                                  8,614,000        4,316,124
Telepar Pfd.                                    686,000          172,012
Telepar Cellular Pfd. (a)                       686,000           62,274
Trikem, SA (a)                              357,264,933          509,694
                                                             ------------
                                                              26,774,477

Total Preferred Stocks
  (cost $37,664,972)                                          43,033,045

TOTAL INVESTMENTS-100.0%
  (cost $560,858,153)                                        652,670,494
Other assets less liabilities-(0.0)%                             (12,037)

NET ASSETS-100%                                             $652,658,457


(a)  Non-income producing security.

(b)  Restricted and illiquid security, valued at fair value. (See notes A & G.)

(c)  Securities are exempt from registration under Rule 144A of the Securities 
Act of 1933. These securities may be resold in transactions exempt from 
registration, normally to qualified institutional buyers. At June 30, 1998 
these securities amounted to $18,422,802 or 2.8% of net assets.

     Glossary of terms:
     ADR - American Depositary Receipt.
     GDR - Global Depositary Receipt.


12



STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1998                             ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

ASSETS
  Investments in securities, at value (cost $560,858,153)          $652,670,494
  Foreign cash, at value (cost $4,475,933)                            4,462,587
  Dividends and interest receivable                                   2,482,028
  Foreign taxes receivable                                            1,077,859
  Receivable for capital stock sold                                   1,031,508
  Receivable for investment securities and foreign currency sold        762,414
  Deferred organization expense                                          40,877
  Total assets                                                      662,527,767

LIABILITIES
  Due to custodian                                                    1,348,300
  Payable for capital stock redeemed                                  5,166,783
  Payable for investment securities and foreign currency purchased    1,951,476
  Advisory fee payable                                                  422,477
  Distribution fee payable                                              270,068
  Accrued expenses                                                      710,206
  Total liabilities                                                   9,869,310

NET ASSETS                                                         $652,658,457

COMPOSITION OF NET ASSETS
  Capital stock, at par                                            $     51,853
  Additional paid-in capital                                        485,040,650
  Undistributed net investment income                                14,037,753
  Accumulated net realized gain on investments and foreign 
    currency transactions                                            61,793,873
  Net unrealized appreciation of investments and foreign 
    currency denominated assets and liabilities                      91,734,328
                                                                   $652,658,457

CALCULATION OF MAXIMUM OFFERING PRICE
  CLASS A SHARES
  Net asset value and redemption price per share ($467,959,963/
    36,920,811 shares of capital stock issued and outstanding)           $12.67
  Sales Charge--4.25% of public offering price                              .56
  Maximum offering price                                                 $13.23

  CLASS B SHARES
  Net asset value and offering price per share ($156,347,781/
    12,643,069 shares of capital stock issued and outstanding)           $12.37

  CLASS C SHARES
  Net asset value and offering price per share ($26,634,959/
    2,153,054 shares of capital stock issued and outstanding)            $12.37

  ADVISOR CLASS SHARES
  Net asset value, redemption and offering price per share
    ($1,715,754/135,870 shares of capital stock issued and 
    outstanding)                                                         $12.63


See notes to financial statements.


13



STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1998                  ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

INVESTMENT INCOME
  Dividends (net of foreign taxes withheld
    of $1,729,836)                                  $17,028,700 
  Interest                                              661,160    $17,689,860
    
EXPENSES
  Advisory fee                                        6,894,591 
  Distribution fee - Class A                          1,560,842 
  Distribution fee - Class B                          1,460,673 
  Distribution fee - Class C                            219,003 
  Custodian                                           1,464,677 
  Transfer agency                                     1,030,440 
  Printing                                              127,052 
  Administrative                                        109,342 
  Audit and legal                                        80,285 
  Registration                                           78,998 
  Amortization of organization expenses                  44,176 
  Directors' fees                                        34,057 
  Miscellaneous                                          18,739 
  Total expenses before interest                     13,122,875 
  Interest expense                                       23,810 
  Total expenses                                                    13,146,685
  Net investment income                                              4,543,175
    
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS 
AND FOREIGN CURRENCY TRANSACTIONS
  Net realized gain on investments                                  75,856,870
  Net realized gain on foreign currency transactions                 3,175,334
  Net change in unrealized appreciation (depreciation) of:
    Investments                                                    (25,531,141)
    Foreign currency denominated assets and liabilities               (710,925)
  Net gain on investments and foreign currency transactions         52,790,138
    
NET INCREASE IN NET ASSETS FROM OPERATIONS                         $57,333,313
    
    
See notes to financial statements.


14



STATEMENT OF CHANGES IN NET ASSETS        ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

                                                   YEAR ENDED      YEAR ENDED
                                                    JUNE 30,        JUNE 30,
                                                      1998            1997
                                                  -------------  --------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
  Net investment income                           $  4,543,175   $   7,957,893
  Net realized gain on investments and foreign 
    currency transactions                           79,032,204     117,497,900
  Net change in unrealized appreciation 
    (depreciation) of investments and foreign 
    currency denominated assets and liabilities    (26,242,066)     18,167,397
  Net increase in net assets from operations        57,333,313     143,623,190

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
  Net investment income
    Class A                                         (7,099,073)     (6,642,639)
    Class B                                         (1,695,396)       (562,618)
    Class C                                           (237,218)        (25,246)
    Advisor Class                                      (22,444)         (2,150)
  Net realized gain on investments
    Class A                                        (53,637,469)    (62,883,647)
    Class B                                        (15,371,652)     (9,986,472)
    Class C                                         (2,150,777)       (448,021)
    Advisor Class                                     (135,664)        (16,066)

CAPITAL STOCK TRANSACTIONS
  Net decrease                                     (20,593,202)   (124,954,030)
  Total decrease in net assets                     (43,609,582)    (61,897,699)

NET ASSETS
  Beginning of year                                696,268,039     758,165,738
  End of year (including undistributed net 
    investment income of $14,037,753 
    and $10,115,291, respectively)                $652,658,457   $ 696,268,039
    
    
See notes to financial statements.


15



NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998                             ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Worldwide Privatization Fund, Inc. (the "Fund") organized as a 
Maryland corporation on March 16, 1994, 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, Class C and Advisor Class shares. 
Class A shares are sold with an initial sales charge of up to 4.25% for 
purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or 
more, Class A shares redeemed within one year of purchase will be subject to a 
contingent deferred sales charge of 1%. Class B shares are currently sold with 
a contingent deferred sales charge which declines from 4.00% 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 subject to a contingent deferred sales charge of 
1% on redemptions made within the first year after purchase. Advisor Class 
shares are sold without an initial or contingent deferred sales charge. Advisor 
Class shares are offered solely to investors participating in fee based 
programs and to certain retirement plan accounts. All four classes of shares 
have identical voting, dividend, liquidation and other rights, and the same 
terms and conditions, except that each class bears different distribution 
expenses and has exclusive voting rights with respect to its distribution plan. 
The financial statements have been prepared in conformity with generally 
accepted accounting principles which require management to make certain 
estimates and assumptions that affect the reported amounts of assets and 
liabilities in the financial statements and amounts of income and expenses 
during the reporting period. Actual results could differ from those estimates. 
The following is a summary of significant accounting policies followed by the 
Fund.

1. SECURITY VALUATION
Portfolio securities traded on a national securities exchange or on a foreign 
securities exchange (other than foreign securities exchanges whose operations 
are similar to those of the United States over-the-counter market) are 
generally valued at the last reported sales price or if no sale occurred, at 
the mean of the closing bid and asked price on that day. Readily marketable 
securities traded in the over-the-counter market, securities listed on a 
foreign securities exchange whose operations are similar to the U.S. 
over-the-counter market, and securities listed on a national securities 
exchange whose primary market is believed to be over-the-counter, are valued at 
the mean of the current bid and asked price. U.S. government and fixed income 
securities which mature in 60 days or less are valued at amortized cost, unless 
this method does not represent fair value. Securities for which current market 
quotations are not readily available are valued at their fair value as 
determined in good faith by, or in accordance with procedures adopted by, the 
Board of Directors. Fixed income securities may be valued on the basis of 
prices obtained from a pricing service when such prices are believed to reflect 
the fair market value of such securities.

2. ORGANIZATION EXPENSES
Organization expenses of approximately $220,000 have been deferred and are 
being amortized on a straight-line basis through June 1999.

3. CURRENCY TRANSLATION
Assets and liabilities denominated in foreign currencies and commitments under 
forward exchange currency contracts are translated into U.S. dollars at the 
mean of quoted bid and asked price of such currencies against the U.S. dollar. 
Purchases and sales of portfolio securities are translated into U.S. dollars at 
the rates of exchange prevailing when such securities were acquired or sold. 
Income and expenses are translated into U.S. dollars at rates of exchange 
prevailing when accrued.

Net realized foreign currency gains and losses represent foreign exchange gains 
and losses from sales and maturities of debt securities, currency gains and 
losses realized between the trade and settlement dates on security transactions 
and the difference between the amounts of interest recorded on the Fund's books 
and the U.S. dollar equivalent amounts actually received or paid. The Fund does 
not isolate the effect of fluctuations in foreign currency exchange rates when 
determining the gain or loss upon the sale or maturity of equity securities. 
Net currency gains and losses from valuing foreign currency denominated assets 
and liabilities at period end exchange rates are reflected as a component of 
unrealized appreciation of investments and foreign currency denominated assets 
and liabilities.


16



                                          ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

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.

5. INVESTMENT INCOME AND INVESTMENT TRANSACTIONS
Dividend income is recorded on the ex-dividend date. Interest income is accrued 
daily. Investment transactions are accounted for on the date securities are 
purchased or sold. Investment gains and losses are determined on the identified 
cost basis. The Fund accretes discounts on short-term securities as adjustments 
to interest income.

6. INCOME AND EXPENSES
All income earned and expenses incurred by the Fund are borne on a pro-rata 
basis by each outstanding class of shares, based on the proportionate interest 
in the Fund represented by the shares of such class, except that the Fund's 
Class B and Class C shares bear higher distribution and transfer agent fees 
than Class A shares and the Advisory Class shares have no distribution fees.

7. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded on the ex-dividend 
date.

Income and capital gains distributions are determined in accordance with 
federal tax regulations and may differ from those determined in accordance with 
generally accepted accounting principles. To the extent these differences are 
permanent, such amounts are reclassified within the capital accounts based on 
their federal tax basis treatment; temporary differences, do not require such 
reclassification. During the current fiscal year, permanent differences, 
primarily due to foreign currency gains and passive foreign investment company 
adjustments, resulted in a net increase in undistributed net investment income 
and a corresponding decrease in accumulated net realized gain on investments 
and foreign currency transactions. This reclassification had no effect on net 
assets.

NOTE B: ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Under an investment advisory agreement, the Fund pays its Adviser, Alliance 
Capital Management L.P. (the "Adviser") a fee at an annual rate of 1% of the 
Fund's average daily net assets. Such fee is accrued daily and paid monthly. 
Pursuant to the advisory agreement, the Fund paid $109,342 to the Adviser 
representing the cost of certain legal and accounting services provided to the 
Fund by the Adviser for the year ended June 30, 1998.

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 $659,710 for the year ended June 30, 1998.

Alliance Fund Distributors, Inc. (the "Distributor"), a wholly-owned subsidiary 
of the Adviser serves as the Distributor of the Fund's shares. The Distributor 
received front-end sales charges of $79,491 from the sale of Class A shares and 
$257, $273,885 and $17,603 in contingent deferred sales charges imposed upon 
redemptions by shareholders of Class A, Class B and Class C shares, 
respectively, for the year ended June 30, 1998. Brokerage commissions paid on 
investment transactions for the year ended June 30, 1998, amounted to 
$1,667,217, of which $360 was paid to brokers utilizing the services of the 
Pershing Division of Donaldson, Lufkin & Jenrette Securities Corp. ("DLJ"), an 
affiliate of the Adviser.

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 the Class 
B and Class C shares. There is no distribution fee on the Advisor Class shares. 
The fees are accrued daily and paid monthly. The Agreement provides that the 
Distributor will use such payments in their entirety for 


17



NOTES TO FINANCIAL STATEMENTS 
(CONTINUED)                               ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

distribution assistance and promotional activities. The Distributor has 
incurred expenses in excess of the distribution costs reimbursed by the Fund in 
the amount of $6,609,791 and $537,949 for Class B and Class 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 
and U.S. government securities) aggregated $353,726,996 and $440,783,356, 
respectively, for the year ended June 30, 1998. There were no purchases or 
sales of U.S. government or government agency obligations for the year ended 
June 30, 1998.

At June 30, 1998, the cost of investments for federal income tax purposes was 
substantially the same as the cost for financial reporting purposes. Gross 
unrealized appreciation of investments was $168,159,118 and gross unrealized 
depreciation of investments was $76,346,777 resulting in net unrealized 
appreciation of $91,812,341, excluding foreign currency transactions.

FORWARD EXCHANGE CURRENCY CONTRACTS
The Fund enters into forward exchange currency contracts in order to hedge its 
exposure to changes in foreign currency exchange rates on its foreign portfolio 
holdings and to hedge certain firm purchase and sales commitments denominated 
in foreign currencies. A forward exchange currency contract is a commitment to 
purchase or sell a foreign currency at a future date at a negotiated forward 
rate. The gain or loss arising from the difference between the original 
contracts and the closing of such contracts is included in realized gains or 
losses on foreign currency transactions. Fluctuations in the value of forward 
exchange currency contracts are recorded for financial reporting purposes as 
unrealized gains or losses by the Fund.

The Fund's custodian will place and maintain cash not available for investment 
or liquid assets in a separate account of the Fund having a value equal to the 
aggregate amount of the Fund's commitments under forward exchange currency 
contracts entered into with respect to position hedges. Risks may arise from 
the potential inability of a counterparty to meet the terms of a contract and 
from unanticipated movements in the value of a foreign currency relative to the 
U.S. dollar.

At June 30, 1998, the Fund had no outstanding forward exchange currency 
contracts.

NOTE E: CAPITAL STOCK
There are 12,000,000,000 shares of $0.001 par value capital stock authorized, 
divided into four classes, designated Class A, Class B, Class C, and Advisor 
Class.
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
                       JUNE 30,       JUNE 30,      JUNE 30,        JUNE 30,
                         1998           1997          1998            1997
                     ------------  ------------  --------------  --------------
CLASS A
Shares sold           39,736,256    11,570,307   $ 492,815,245   $ 138,235,504
Shares issued in 
  reinvestment of 
  dividends and 
  distributions        2,835,212     2,573,137      30,762,050      27,867,077
Shares converted 
  from Class B            10,886        77,169         137,149         953,384
Shares redeemed      (48,013,384)  (27,315,452)   (601,039,158)   (329,157,216)
Net decrease          (5,431,030)  (13,094,839)  $ (77,324,714)  $(162,101,251)
     
     
18



                                          ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

                               SHARES                         AMOUNT
                     --------------------------  ------------------------------
                      YEAR ENDED     YEAR ENDED    YEAR ENDED      YEAR ENDED
                       JUNE 30,       JUNE 30,      JUNE 30,        JUNE 30,
                         1998           1997          1998            1997
                     ------------  ------------  --------------  --------------
CLASS B
Shares sold            5,439,686     3,844,583   $  68,476,803    $ 45,492,932
Shares issued in 
  reinvestment of 
  dividends and 
  distributions          814,878       361,705       8,662,153       3,863,013
Shares converted 
  to Class A             (11,023)      (78,087)       (137,114)       (953,384)
Shares redeemed       (2,894,997)   (1,777,739)    (35,371,129)    (21,130,378)
Net increase           3,348,544     2,350,462   $  41,630,713    $ 27,272,183
     
CLASS C
Shares sold            9,900,745       921,243   $ 123,043,119    $ 11,138,227
Shares issued in 
  reinvestment of 
  dividends and 
  distributions          142,928        33,043       1,519,326         353,234
Shares redeemed       (8,882,163)     (162,024)   (110,861,845)     (1,962,355)
Net increase           1,161,510       792,262   $  13,700,600    $  9,529,106
     
     
                      YEAR ENDED  OCT. 2,1996(A)    YEAR ENDED   OCT. 2,1996(A)
                       JUNE 30,         TO            JUNE 30,          TO
                         1998      JUNE 30,1997        1998       JUNE 30, 1997
                     ------------  ------------  --------------  --------------
ADVISOR CLASS
Shares sold              112,659        26,710   $   1,479,232    $    329,652
Shares issued in 
  reinvestment of 
  dividends and 
  distributions           12,770         1,656         137,919          17,869
Shares redeemed          (17,793)         (132)       (216,952)         (1,589)
Net increase             107,636        28,234   $   1,400,199    $    345,932
     
     
NOTE F: CONCENTRATION OF RISK
Investing in securities of foreign companies involves special risks which 
include revaluation of currency and future adverse political and economic 
developments. Moreover, securities of many foreign companies and their markets 
may be less liquid and their prices more volatile than those of comparable U.S. 
companies. The Fund invests in securities issued by enterprises that are 
undergoing, or that have undergone, privatization. Privatization is a process 
through which the ownership and control of companies or assets in whole or in 
part are transferred 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. 
Therefore, the Fund is susceptible to the government re-nationalization of 
these enterprises and economic factors adversely affecting the economics of 
these countries. In addition, these securities created through privatization 
may be less liquid and subject to greater volatility than securities of more 
developed countries.


(a)  Commencement of distribution.


19



NOTES TO FINANCIAL STATEMENTS 
(CONTINUED)                               ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

NOTE G: RESTRICTED AND ILLIQUID SECURITIES

                                                   DATE ACQUIRED    U.S. $ COST
- -------------------------------------------------------------------------------
B.W.I.A. International Airways                            2/21/95   $2,999,999
Explosivos, SA Cl. C                                     11/17/94    2,125,514
Gerdau Metalurgica, SA                           10/11/94-2/20/97      109,841
Grupo Financiero Bancrecer, SA de CV Cl. B        6/08/94-6/24/96    1,597,078
Grupo Profesional Planeacion Y Proyectos,
  SA Cl. B                                       6/10/94-10/28/94    1,067,729
Iven, SA                                          7/11/95-8/20/96    4,127,657
Near East International                                   9/29/95    1,000,000
Nearmedic Ltd.                                    3/18/96-5/20/97    2,252,799
Ontario Quinta AVV                                        8/15/94    2,052,257
Premier Telesports                                5/11/98-5/19/98    1,918,417
Press Corp. (GDR)                                         3/10/98      997,340
Societatea, SA                                   11/15/94-8/30/94      512,631
TVI Televisao Independiente                              10/21/97           -0-
United Customer Management Solutions                     11/25/95    1,934,400


The securities shown above are restricted as to resale and have been valued at 
fair value in accordance with the procedures described in Note A. The Fund will 
not bear any costs, including those involved in registration under the 
Securities Act of 1933, in connection with the disposition of these securities.

The value of these securities at June 30, 1998 was $20,752,233 representing 
3.2% of total net assets.

NOTE H: BANK BORROWING
A number of open-end mutual funds managed by the Adviser, including the Fund, 
participate in a $500 million revolving credit facility (the "Facility") to 
provide for short-term financing if necessary in connection with abnormal 
redemption activity. Commitment fees related to the Facility are paid by the 
participating funds and are included in the miscellaneous expenses in the 
statement of operations. During the year ended June 30, 1998, the Fund had 
borrowings outstanding for 14 days and the weighted average interest on such 
borrowings was 5.99%. The Fund had no borrowings outstanding on June 30, 1998.


20



FINANCIAL HIGHLIGHTS                      ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
                                                                        CLASS A
                                            -----------------------------------------------------------------
                                                          YEAR ENDED JUNE 30,                  JUNE 2,1994(A)
                                            --------------------------------------------------      TO
                                                1998         1997         1996         1995     JUNE 30, 1994
                                            -----------  -----------  -----------  -----------  -------------
<S>                                         <C>            <C>          <C>          <C>          <C>
Net asset value, beginning of period          $13.26       $12.13       $10.18       $ 9.75       $10.00
  
INCOME FROM INVESTMENT OPERATIONS
Net investment income                            .10(b)       .15(b)       .10(b)       .06          .01
Net realized and unrealized gain (loss)
  on investments and foreign currency 
  transactions                                   .85         2.55         1.85          .37         (.26)
Net increase (decrease) in net asset 
  value from operations                          .95         2.70         1.95          .43         (.25)
  
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income            (.18)        (.15)          -0-          -0-          -0-
Distributions from net realized gains 
  on investments and foreign currency
  transactions                                 (1.36)       (1.42)          -0-          -0-          -0-
Total dividends and distributions              (1.54)       (1.57)         .00          .00          .00
Net asset value, end of period                $12.67       $13.26       $12.13       $10.18       $ 9.75
  
TOTAL RETURN
Total investment return based on net 
  asset value(c)                                9.11%       25.16%       19.16%        4.41%       (2.50)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)   $467,960     $561,793     $672,732      $13,535       $4,990
Ratio of expenses to average net assets         1.73%        1.72%        1.87%        2.56%        2.75%(d)
Ratio of expenses to average net assets 
  excluding interest expense                    1.73%        1.71%        1.85%        2.56%        2.75%(d)
Ratio of net investment income to 
  average net assets                             .80%        1.27%         .95%         .66%        1.03%(d)
Portfolio turnover rate                           53%          48%          28%          36%          -0-%
</TABLE>


See footnote summary on page 24.


21



FINANCIAL HIGHLIGHTS (CONTINUED)          ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
                                                                        CLASS B
                                            -----------------------------------------------------------------
                                                          YEAR ENDED JUNE 30,                  JUNE 2,1994(A)
                                            --------------------------------------------------      TO
                                                1998         1997         1996         1995     JUNE 30, 1994
                                            -----------  -----------  -----------  -----------  -------------
<S>                                         <C>            <C>          <C>          <C>          <C>
Net asset value, beginning of period          $13.04       $11.96       $10.10       $ 9.74       $10.00
  
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)                     .02(b)       .08(b)      (.02)(b)      .02           -0-
Net realized and unrealized gain (loss)
  on investments and foreign currency 
  transactions                                   .82         2.50         1.88          .34         (.26)
Net increase (decrease) in net asset 
  value from operations                          .84         2.58         1.86          .36         (.26)
  
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income            (.15)        (.08)          -0-          -0-          -0-
Distributions from net realized gains 
  on investments and foreign currency 
  transactions                                 (1.36)       (1.42)          -0-          -0-          -0-
Total dividends and distributions              (1.51)       (1.50)          -0-          -0-          -0-
Net asset value, end of period                $12.37       $13.04       $11.96       $10.10       $ 9.74
  
TOTAL RETURN
Total investment return based on net 
  asset value(c)                                8.34%       24.34%       18.42%        3.70%       (2.60)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)   $156,348     $121,173      $83,050      $79,359      $22,859
Ratio of expenses to average net assets         2.45%        2.43%        2.83%        3.27%        3.45%(d)
Ratio of expenses to average net assets 
  excluding interest expense                    2.45%        2.42%        2.82%        3.27%        3.45%(d)
Ratio of net investment income (loss) to 
  average net assets                             .20%         .66%        (.20)%        .01%         .33%(d)
Portfolio turnover rate                           53%          48%          28%          36%          -0-%
</TABLE>


See footnote summary on page 24.


22



                                          ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
                                                                  CLASS C
                                            ----------------------------------------------------
                                                                                    FEBRUARY 8,
                                                      YEAR ENDED JUNE 30,             1995(E)
                                            -------------------------------------        TO
                                                1998         1997         1996     JUNE 30, 1995
                                            -----------  -----------  -----------  -------------
<S>                                         <C>            <C>          <C>          <C>
Net asset value, beginning of period          $13.04       $11.96       $10.10       $ 9.53
  
INCOME FROM INVESTMENT OPERATIONS
Net investment income                            .05(b)       .12(b)       .03(b)       .05
Net realized and unrealized gain on 
  investments and foreign currency 
  transactions                                   .79         2.46         1.83          .52
Net increase in net asset value from 
  operations                                     .84         2.58         1.86          .57
  
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income            (.15)        (.08)          -0-          -0-
Distributions from net realized gains 
  on investments and foreign currency
  transactions                                 (1.36)       (1.42)          -0-          -0-
Total dividends and distributions              (1.51)       (1.50)          -0-          -0-
Net asset value, end of period                $12.37       $13.04       $11.96       $10.10

TOTAL RETURN
Total investment return based on net 
  asset value(c)                                8.34%       24.33%       18.42%        5.98%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)    $26,635      $12,929       $2,383         $338
Ratio of expenses to average net assets         2.44%        2.42%        2.57%        1.03%(d)
Ratio of expenses to average net assets 
  excluding interest expense                    2.44%        2.41%        2.57%        1.03%(d)
Ratio of net investment income to 
  average net assets                             .38%        1.06%         .63%        1.04%(d)
Portfolio turnover rate                           53%          48%          28%          36%
</TABLE>


See footnote summary on page 24.


23



FINANCIAL HIGHLIGHTS (CONTINUED)          ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD

                                                             ADVISOR CLASS
                                                      -------------------------
                                                                    OCTOBER 2,
                                                      YEAR ENDED      1996(E)
                                                        JUNE 30,        TO
                                                          1998    JUNE 30, 1997
                                                      ----------  -------------
Net asset value, beginning of period                     $13.23      $12.14
   
INCOME FROM INVESTMENT OPERATIONS
Net investment income (b)                                   .19         .18
Net realized and unrealized gain on investments 
  and foreign currency transactions                         .80        2.52
Net increase in net asset value from operations             .99        2.70
   
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                       (.23)       (.19)
Distributions from net realized gains on 
  investments and foreign currency transactions           (1.36)      (1.42)
Total dividends and distributions                         (1.59)      (1.61)
Net asset value, end of period                           $12.63      $13.23
   
TOTAL RETURN
Total investment return based on net asset value(c)        9.48%      25.24%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                $1,716        $374
Ratio of expenses to average net assets                    1.45%       1.96%(d)
Ratio of expenses to average net assets excluding 
  interest expense                                         1.45%       1.95%(d)
Ratio of net investment income to average net assets       1.48%       2.97%(d)
Portfolio turnover rate                                      53%         48%


(a)  Commencement of operations.

(b)  Based on average shares outstanding.

(c)Total investment return is calculated assuming an initial investment made at 
the net asset value at the beginning of the period, reinvestment of all 
dividends and distributions at net asset value during the period, and 
redemption on the last day of the period. Initial sales charge or contingent 
deferred sales charge is not reflected in the calculation of total investment 
return. Total investment return for a period of less than one year is not 
annualized.

(d)  Annualized.

(e)  Commencement of distribution.


24



REPORT OF INDEPENDENT ACCOUNTANTS         ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF ALLIANCE WORLDWIDE PRIVATIZATION 
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 Worldwide Privatization 
Fund, Inc. (the "Fund") at June 30, 1998, the result of its operations for the 
year then ended, the changes in its net assets for each of the two years then 
ended and the financial highlights for each of the periods presented, in 
conformity with generally accepted accounting priciples. 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 June 30, 1998 by correspondence with the 
custodian and brokers, provide a reasonable basis for the opinion expressed 
above.

PricewaterhouseCoopers LLP
New York, New York
August 17, 1998



TAX INFORMATION (UNAUDITED)
_______________________________________________________________________________

In order to meet certain requirements of the Internal Revenue Code we are 
advising you that $41,414,314 and $13,787,297 of the capital gain distributions 
paid by the fund during the fiscal year June 30, 1998 are subject to maximum 
tax rates of 28% and 20% respectively.

In addition, the Fund intends to make an election under Internal Revenue Code 
Section 853 to pass through foreign taxes paid by the Fund to its shareholders. 
The total amount of foreign taxes that may be passed through to the 
shareholders for the fiscal year ended June 30, 1998 is $1,920,073. The gross 
foreign source income for information reporting purposes is $19,419,696.

Shareholders should not use the above information to prepare their tax returns. 
The information necessary to complete your income tax returns will be included 
with your Form 1099 DIV which will be sent to you separately in January 1999.


25




















































<PAGE>

______________________________________________________________

                      APPENDIX A:  OPTIONS
________________________________________________________________

Options

         The Fund will only write "covered" put and call options,
unless such options are written for cross-hedging purposes.  The
manner in which such options will be deemed "covered" is
described in the Prospectus under the heading "Investment
Objective and Policies -- Investment Practices -- Options."

         The writer of an option may have no control over when
the underlying securities must be sold, in the case of a call
option, or purchased, in the case of a put option, since with
regard to certain options, the writer may be assigned an exercise
notice at any time prior to the termination of the obligation.
Whether or not an option expires unexercised, the writer retains
the amount of the premium.  This amount, of course, may, in the
case of a covered call option, be offset by a decline in the
market value of the underlying security during the option period.
If a call option is exercised, the writer experiences a profit or
loss from the sale of the underlying security.  If a put option
is exercised, the writer must fulfill the obligation to purchase
the underlying security at the exercise price, which will usually
exceed the then market value of the underlying security.

         The writer of a listed option that wishes to terminate
its obligation may effect a "closing purchase transaction."  This
is accomplished by buying an option of the same series as the
option previously written.  The effect of the purchase is that
the writer's position will be canceled by the clearing
corporation.  However, a writer may not effect a closing purchase
transaction after being notified of the exercise of an option.
Likewise, an investor who is the holder of a listed option may
liquidate its position by effecting a "closing sale transaction".
This is accomplished by selling an option of the same series as
the option previously purchased.  There is no guarantee that
either a closing purchase or a closing sale transaction can be
effected in any particular situation.

         Effecting a closing transaction in the case of a written
call option will permit the Fund to write another call option on
the underlying security with either a different exercise price or
expiration date or both, or in the case of a written put option
will permit the Fund to write another put option to the extent
that the exercise price thereof is secured by deposited cash or
short-term securities.  Also, effecting a closing transaction
will permit the cash or proceeds from the concurrent sale of any
securities subject to the option to be used for other Fund


                               A-1



<PAGE>

investments.  If the Fund desires to sell a particular security
from its portfolio on which it has written a call option, it will
effect a closing transaction prior to or concurrent with the sale
of the security.

         The Fund will realize a profit from a closing
transaction if the price of the transaction is less than the
premium received from writing the option or is more than the
premium paid to purchase the option; the Fund will realize a loss
from a closing transaction if the price of the transaction is
more than the premium received from writing the option or is less
than the premium paid to purchase the option.  Because increases
in the market price of a call option will generally reflect
increases in the market price of the underlying security, any
loss resulting from the repurchase of a call option is likely to
be offset in whole or in part by appreciation of the underlying
security owned by the Fund.

         An option position may be closed out only where there
exists a secondary market for an option of the same series.  If a
secondary market does not exist, it might not be possible to
effect closing transactions in particular options with the result
that the Fund would have to exercise the options in order to
realize any profit.  If the Fund is unable to effect a closing
purchase transaction in a secondary market, it will not be able
to sell the underlying security until the option expires or it
delivers the underlying security upon exercise.  Reasons for the
absence of a liquid secondary market include the following:
(i) there may be insufficient trading interest in certain
options, (ii) restrictions may be imposed by a national
securities exchange ("Exchange") on opening transactions or
closing transactions or both, (iii) trading halts, suspensions or
other restrictions may be imposed with respect to particular
classes or series of options or underlying securities,
(iv) unusual or unforeseen circumstances may interrupt normal
operations on an Exchange, (v) the facilities of an Exchange or
the Options Clearing Corporation may not at all times be adequate
to handle current trading volume, or (vi) one or more Exchanges
could, for economic or other reasons, decide or be compelled at
some future date to discontinue the trading of options (or a
particular class or series of options), in which event the
secondary market on that Exchange (or in that class or series of
options) would cease to exist, although outstanding options on
that Exchange that had been issued by the Options Clearing
Corporation as a result of trades on that Exchange would continue
to be exercisable in accordance with their terms.

         The Fund may write options in connection with buy-and-
write transactions; that is, the Fund may purchase a security and
then write a call option against that security.  The exercise
price of the call the Fund determines to write will depend upon


                               A-2



<PAGE>

the expected price movement of the underlying security.  The
exercise price of a call option may be below ("in-the-money"),
equal to("at-the-money") or above ("out-of-the-money") the
current value of the underlying security at the time the option
is written. Buy-and-write transactions using in-the-money call
options may be used when it is expected that the price of the
underlying security will remain flat or decline moderately during
the option period.  Buy-and-write transactions using at-the-money
call options may be used when it is expected that the price of
the underlying security will remain fixed or advance moderately
during the option period.  Buy-and-write transactions using out-
of-the-money call options may be used when it is expected that
the premiums received from writing the call option plus the
appreciation in the market price of the underlying security up to
the exercise price will be greater than the appreciation in the
price of the underlying security alone.  If the call options are
exercised in such transactions, the Fund's maximum gain will be
the premium received by it for writing the option, adjusted
upwards or downwards by the difference between the Fund's
purchase price of the security and the exercise price.  If the
options are not exercised and the price of the underlying
security declines, the amount of such decline will be offset in
part, or entirely, by the premium received.

         The writing of covered put options is similar in terms
of risk/return characteristics to buy-and-write transactions.  If
the market price of the underlying security rises or otherwise is
above the exercise price, the put option will expire worthless
and the Fund's gain will be limited to the premium received.  If
the market price of the underlying security declines or otherwise
is below the exercise price, the Fund may elect to close the
position or take delivery of the security at the exercise price
and the Fund's return will be the premium received from the put
option minus the amount by which the market price of the security
is below the exercise price.  Out-of-the-money, at-the-money, and
in-the-money put options may be used by the Fund in the same
market environments that call options are used in equivalent buy-
and-write transactions.

         The Fund may purchase put options to hedge against a
decline in the value of its portfolio.  By using put options in
this way, the Fund will reduce any profit it might otherwise have
realized in the underlying security by the amount of the premium
paid for the put option and by transaction costs.  The Fund may
purchase call options to hedge against an increase in the price
of securities that the Fund anticipates purchasing in the future.
The premium paid for the call option plus any transaction costs
will reduce the benefit, if any, realized by the Fund upon
exercise of the option, and, unless the price of the underlying
security rises sufficiently, the option may expire worthless to
the Fund.


                               A-3



<PAGE>

________________________________________________________________

  APPENDIX B:  FUTURES CONTRACTS, OPTIONS ON FUTURES CONTRACTS
                AND OPTIONS ON FOREIGN CURRENCIES
________________________________________________________________

Futures Contracts

         The Fund may 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 stocks.  U.S. futures contracts
have been designed by exchanges which have been designated
"contracts markets" by the Commodity Futures Trading Commission
("CFTC"), and must be executed through a futures commission
merchant, or brokerage firm, which is a member of the relevant
contract market.  Futures contracts trade on a number of exchange
markets, and, through their clearing corporations, the exchanges
guarantee performance of the contracts as between the clearing
members of the exchange.

         At the same time a futures contract is purchased or
sold, the Fund must allocate cash or securities as a deposit
payment ("initial deposit").  It is expected that the initial
deposit would be approximately 1 1/2% to 5% of a contract's face
value. Daily thereafter, the futures contract is valued and the
payment of "variation margin" may be required, since each day the
Fund would provide or receive cash that reflects any decline or
increase in the contract's value.

         At the time of delivery of securities pursuant to such a
contract, adjustments are made to recognize differences in value
arising from the delivery of securities with a different price or
interest rate from that specified in the contract.  In some (but
not many) cases, securities called for by a futures contract may
not have been issued when the contract was written.

         Although futures contracts by their terms call for the
actual delivery or acquisition of securities, in most cases the
contractual obligation is fulfilled before the date of the
contract without having to make or take delivery of the
securities.  The offsetting of a contractual obligation is
accomplished by buying (or selling, as the case may be) on a
commodities exchange an identical futures contract calling for
delivery in the same month.  Such a transaction, which is
effected through a member of an exchange, cancels the obligation
to make or take delivery of the securities.  Since all
transactions in the futures market are made, offset or fulfilled
through a clearinghouse associated with the exchange on which the



                               B-1



<PAGE>

contracts are traded, the Fund will incur brokerage fees when it
purchases or sells futures contracts.

Stock Index Futures

         The Fund may purchase and sell stock index futures as a
hedge against movements in the equity markets.  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 subject to 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 of the index, or if otherwise
deemed to be appropriate by Alliance. 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 it is otherwise deemed to be appropriate by
Alliance.  It is also possible that, where the Fund has sold
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 and also experience a decline in value in its
portfolio securities.  However, over time the value of a
diversified 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


                               B-2



<PAGE>

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 offsetting 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 investment 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 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.






                               B-3



<PAGE>

Options on Futures Contracts

         The Fund intends to purchase and write options on
futures contracts for hedging purposes.  The Fund is not a
commodity pool and all transactions in futures contracts and
options on futures contracts engaged in by the Fund must
constitute bona fide hedging or other permissible transactions in
accordance with the rules and regulations promulgated by the
CFTC.  The purchase of a call option on a futures contract is
similar in some respects to the purchase of a call option on an
individual security. Depending on the pricing of the option
compared to either the price of the futures contract upon which
it is based or the price of the underlying debt securities, it
may or may not be less risky than ownership of the futures
contract or underlying debt securities.  As with the purchase of
futures contracts, when the Fund is not fully invested it may
purchase a call option on a futures contract to hedge against
adverse market conditions.

         The writing of a call option on a futures contract
constitutes a partial hedge against declining prices of the
security or foreign currency which is deliverable upon exercise
of the futures contract or securities comprising an index.  If
the futures price at expiration of the option is below the
exercise price, the Fund will retain the full amount of the
option premium which provides a partial hedge against any decline
that may have occurred in the Fund's portfolio holdings.  The
writing of a put option on a futures contract constitutes a
partial hedge against increasing prices of the security or
foreign currency which is deliverable upon exercise of the
futures contract or securities comprising an index.  If the
futures price at expiration of the option is higher than the
exercise price, the Fund will retain the full amount of the
option premium which provides a partial hedge against any
increase in the price of securities which the Fund intends to
purchase.  If a put or call option the Fund has written is
exercised, the Fund will incur a loss which will be reduced by
the amount of the premium it receives.  Depending on the degree
of correlation between changes in the value of its portfolio
securities and changes in the value of its futures positions, the
Fund's losses from existing options on futures may to some extent
be reduced or increased by changes in the value of portfolio
securities.

         The purchase of a put option on a futures contract is
similar in some respects to the purchase of protective put
options on portfolio securities.  For example, the Fund may
purchase a put option on a futures contract to hedge the Fund's
portfolio against the risk of rising interest rates.




                               B-4



<PAGE>

         The amount of risk the Fund assumes when it purchases an
option on a futures contract is the premium paid for the option
plus related transaction costs.  In addition to the correlation
risks discussed above, the purchase of an option also entails the
risk that changes in the value of the underlying futures contract
will not be fully reflected in the value of the option purchased.

Options on Foreign Currencies

         The Fund may purchase and write options on foreign
currencies for hedging purposes in a manner similar to that in
which futures contracts on foreign currencies, or forward
contracts, will be utilized.  For example, a decline in the
dollar value of a foreign currency in which portfolio securities
are denominated will reduce the dollar value of such securities,
even if their value in the foreign currency remains constant.  In
order to protect against such diminutions in the value of
portfolio securities, the Fund may purchase put options on the
foreign currency.  If the value of the currency does decline, the
Fund will have the right to sell such currency for a fixed amount
in dollars and will thereby offset, in whole or in part, the
adverse effect on its portfolio which otherwise would have
resulted.  The purchase of an option on a foreign currency may
constitute an effective hedge against fluctuations in exchange
rates although, in the event of rate movements adverse to the
Fund's position, it may forfeit the entire amount of the premium
plus related transaction costs.  Options on foreign currencies to
be written or purchased by the Fund are traded on U.S. and
foreign exchanges or over-the-counter.

         Conversely, where a rise in the dollar value of a
currency in which securities to be acquired are denominated is
projected, thereby increasing the cost of such securities, the
Fund may purchase call options thereon.  The purchase of such
options could offset, at least partially, the effects of the
adverse movements in exchange rates.  As in the case of other
types of options, however, the benefit to the Fund deriving from
purchases of foreign currency options will be reduced by the
amount of the premium and related transaction costs.  In
addition, where currency exchange rate do not move in the
direction or to the extent anticipated, the Fund could sustain
losses on transactions in foreign currency options which would
require it to forego a portion or all of the benefits of
advantageous changes in such rates.

         The Fund may write options on foreign currencies for the
same types of hedging purposes.  For example, where the Fund
anticipates a decline in the dollar value of foreign currency
denominated securities due to adverse fluctuations in exchange
rates it could, instead of purchasing a put option, write a call
option on the relevant currency.  If the expected decline occurs,


                               B-5



<PAGE>

the option will most likely not be exercised, and the diminution
in value of portfolio securities will be offset by the amount of
the premium received.

         Similarly, instead of purchasing a call option to hedge
against an anticipated increase in the dollar cost of securities
to be acquired, the Fund could write a put option on the relevant
currency which, if rates move in the manner projected, will
expire unexercised and allow the Fund to hedge such increased
cost up to the amount of the premium.  As in the case of other
types of options, however, the writing of a foreign currency
option will constitute only a partial hedge up to the amount of
the premium, and only if rates move in the expected direction. If
this does not occur, the option may be exercised and the Fund
would be required to purchase or sell the underlying currency at
a loss which may not be offset by the amount of the premium.
Through the writing of options on foreign currencies, the Fund
also may be required to forego all or a portion of the benefits
which might otherwise have been obtained from favorable movements
in exchange rates.

         The Fund intends to write covered call options on
foreign currencies.  A call option written on a foreign currency
by the Fund is "covered" if the Fund owns the underlying foreign
currency covered by the call or has an absolute and immediate
right to acquire that foreign currency without additional cash
consideration (or for additional cash consideration held in a
segregated account by its Custodian) upon conversation or
exchange of other foreign currency held in its portfolio.  A call
option is also covered if the Fund has a call on the same foreign
currency and in the same principal amount as the call written
where the exercise price of the call held (a) is equal to or less
than the exercise price of the call written or (b) is greater
than the exercise price of the call written if the difference is
maintained by the Fund in cash, U.S. Government Securities and
other high-grade liquid debt securities in a segregated account
with its Custodian.

         The Fund also intends to write call options on foreign
currencies for cross-hedging purposes.  An option that is cross-
hedged is not covered, but is designed to provide a hedge against
a decline in the U.S. dollar value of a security which the Fund
owns or has the right to acquire and which is denominated in the
currency underlying the option due to an adverse change in the
exchange rate.  In such circumstances, the Fund collateralizes
the option by maintaining in a segregated account with the Fund's
Custodian, cash or other high-grade liquid debt securities in an
amount not less than the value of the underlying foreign currency
in U.S. dollars marked to market daily.




                               B-6



<PAGE>

Additional Risks of Options on Futures Contracts,
Forward Contracts and Options on Foreign Currencies

         Unlike transactions entered into by the Fund in futures
contracts, options on foreign currencies and forward contracts
are not traded on contract markets regulated by the CFTC or (with
the exception of certain foreign currency options) by the SEC. To
the contrary, such instruments are traded through financial
institutions acting as market-makers, although foreign currency
options are also traded on certain national securities exchanges,
such as the Philadelphia Stock Exchange and the Chicago Board
Options Exchange, subject to SEC regulation.  Similarly, options
on securities may be traded over-the-counter.  In an over-the-
counter trading environment, many of the protections afforded to
exchange participants will not be available.  Although the
purchaser of an option cannot lose more than the amount of the
premium plus related transaction costs, this entire amount could
be lost.  Moreover, the option writer and a trader of forward
contracts could lose amounts substantially in excess of their
initial investments, due to the margin and collateral
requirements associated with such positions.

         Options on foreign currencies traded on national
securities exchanges are within the jurisdiction of the SEC, as
are other securities traded on such exchanges.  As a result, many
of the protections provided to traders on organized exchanges
will be available with respect to such transactions.  In
particular, all foreign currency option positions entered into on
a national securities exchange are cleared and guaranteed by the
Options Clearing Corporation ("OCC"), thereby reducing the risk
of counterparty default.  Further, a liquid secondary market in
options traded on a national securities exchange may be more
readily available than in the over-the-counter market,
potentially permitting the Fund to liquidate open positions at a
profit prior to exercise or expiration, or to limit losses in the
event of adverse market movements.

         The purchase and sale of exchange-traded foreign
currency options, however, is subject to the risks of the
availability of a liquid secondary market described above, as
well as the risks regarding adverse market movements, margining
of options written, the nature of the foreign currency market,
possible intervention by governmental authorities and the effects
of other political and economic events.  In addition, exchange-
traded options on foreign currencies involve certain risks not
presented by the over-the-counter market.  For example, exercise
and settlement of such options must be made exclusively through
the OCC, which has established banking relationships in
applicable foreign countries for this purpose.  As a result, the
OCC may, if it determines that foreign governmental restrictions
or taxes would prevent the orderly settlement of foreign currency


                               B-7



<PAGE>

option exercise, or would result in undue burdens on the OCC or
its clearing member, impose special procedures on exercise and
settlement, such as technical changes in the mechanics of
delivery of currency, the fixing of dollar settlement prices or
prohibitions on exercise.

         In addition, futures contracts, options on futures
contracts, forward contracts and options on foreign currencies
may be traded on foreign exchanges.  Such transactions are
subject to the risk of governmental actions affecting trading in
or the prices of foreign currencies or securities.  The value of
such positions also could be adversely affected by (i) other
complex foreign political and economic factors, (ii) lesser
availability than in the United States of data on which to make
trading decisions, (iii) delays in the Fund's ability to act upon
economic events occurring in foreign markets during nonbusiness
hours in the United States, (iv) the imposition of different
exercise and settlement terms and procedures and margin
requirements than in the United States, and (v) lesser trading
volume.

































                               B-8



<PAGE>

________________________________________________________________

                    APPENDIX C:  BOND RATINGS
________________________________________________________________

Moody's Investors Service, Inc.

         Aaa:  Bonds which are rated Aaa are judged to be of the
best quality.  They carry the smallest degree of investment risk
and are generally referred to as "gilt edged."  Interest payments
are protected by a large or by an exceptionally stable margin and
principal is secure.  While the various protective elements are
likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.

         Aa:  Bonds which are rated Aa are judged to be of high
quality by all standards.  Together with the Aaa group they
comprise what are generally known as high grade bonds.  They are
rated lower than the best bonds because margins of protection may
not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat
larger than the Aaa securities.

         A:  Bonds which are rated A possess many favorable
investment attributes and are to be considered as upper-medium-
grade obligations.  Factors giving security to principal and
interest are considered adequate, but elements may be present
which suggest a susceptibility to impair some time in the future.

         Baa:  Bonds which are rated Baa are considered as
medium- grade obligations, i.e., they are neither highly
protected nor poorly secured.  Interest payments and principal
security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable
over any great length of time.  Such bonds lack outstanding
investment characteristics and in fact have speculative
characteristics as well.

         Ba:  Bonds which are rated Ba are judged to have
speculative elements; their future cannot be considered as well-
assured. Often the protection of interest and principal payments
may be very moderate, and thereby not well safeguarded during
both good and bad times over the future.  Uncertainty of position
characterizes bonds in this class.

         B:  Bonds which are rated B generally lack
characteristics of the desirable investment.  Assurance of
interest and principal payments or of maintenance of other terms
of the contract over any long period of time may be small.


                               C-1



<PAGE>

         Caa:  Bonds which are rated Caa are of poor standing.
Such issues may be in default or there may be present elements of
danger with respect to principal or interest.

         Ca:  Bonds which are rated Ca represent obligations
which are speculative in a high degree.  Such issues are often in
default or have other marked shortcomings.

         C:  Bonds which are rated C are the lowest rated class
of bonds, and issues so rated can be regarded as having extremely
poor prospects of ever attaining any real investment standing.

         Unrated:  When no rating has been assigned or when a
rating has been suspended or withdrawn, it may be for reasons
unrelated to the quality of the issue.

         Should no rating be assigned, the reason may be one of
the following:

         1.   An application for rating was not received or
         accepted.

         2.   The issue or issuer belongs to a group of
         securities or companies that are not rated as a matter
         of policy.

         3.   There is a lack of essential data pertaining to the
         issue or issuer.

         4.   The issue was privately placed, in which case the
         rating is not published in Moody's publications.


         Suspension or withdrawal may occur if new and material
circumstances arise, the effects of which preclude satisfactory
analysis; if there is no longer available reasonable up-to-date
data to permit a judgment to be formed; if a bond is called for
redemption; or for other reasons.

         Note: Those bonds in the Aa, A, Baa, Ba and B groups
which Moody's believe possess the strongest investment attributes
are designated by the symbols Aa 1, A-1, Baa 1, Ba 1 and B 1.

Standard & Poor's Ratings Services

         AAA:  Bonds rated AAA have the highest rating assigned
by Standard & Poor's.  Capacity to pay interest and repay
principal is extremely strong.





                               C-2



<PAGE>

         AA:  Bonds rated AA have a very strong capacity to pay
interest and repay principal and differ from the highest rated
issues only in small degree.

         A:  Bonds rated A have a strong capacity to pay interest
and repay principal although they are somewhat more susceptible
to the adverse effects of changes in circumstances and economic
conditions than bonds in higher rated categories.

         BBB:  Bonds rated BBB are regarded as having an adequate
capacity to pay interest and repay principal.  Whereas they
normally exhibit adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal for bonds
in this category than in higher rated categories.

         BB, B, CCC, CC, C:  Bonds rated BB, B, CCC, CC and C are
regarded as having predominantly speculative characteristics with
respect to capacity to pay interest and repay principal.  BB
indicates the least degree of speculation and C the highest.
While such bonds will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or
major exposures to adverse conditions.

         C1:  The rating C1 is reserved for income bonds on which
no interest is being paid.

         D:  Debt rated D is in payment default.  The D rating
category is used when interest payments or principal payments are
not made on the date due even if the applicable grace period has
not expired, unless S&P believes that such payments will be made
during such grace period.  The D rating also will be used upon
the filing of a bankruptcy petition if debt service payments are
jeopardized.

         Plus (+) or Minus (-):  The ratings from AA to CCC may
be modified by the addition of a plus or minus sign to show
relative standing within the major rating categories.

         NR:  Indicates that no rating has been requested, that
there is insufficient information on which to base a rating, or
that S&P does not rate a particular type of obligation as a
matter of policy.










                               C-3



<PAGE>

_______________________________________________________________
   
                           APPENDIX D:

                 CERTAIN EMPLOYEE BENEFIT PLANS
_______________________________________________________________

         Employee benefit plans described below which are
intended to be tax-qualified under section 401(a) of the Internal
Revenue Code of 1986, as amended ("Tax Qualified Plans"), for
which Merrill Lynch, Pierce, Fenner & Smith Incorporated or an
affiliate thereof ("Merrill Lynch") is recordkeeper (or with
respect to which recordkeeping services are provided pursuant to
certain arrangements as described in paragraph (ii) below)
("Merrill Lynch Plans") are subject to specific requirements as
to the Fund shares which they may purchase.  Notwithstanding
anything to the contrary contained elsewhere in this Statement of
Additional Information, the following Merrill Lynch Plans are not
eligible to purchase Class A shares and are eligible to purchase
Class B shares of the Fund at net asset value without being
subject to a contingent deferred sales charge:

(i)  Plans for which Merrill Lynch is the recordkeeper on a
     daily valuation basis, if when the plan is established
     as an active plan on Merrill Lynch's recordkeeping
     system: 

     (a)  the plan is one which is not already
          investing in shares of mutual funds or
          interests in other commingled investment
          vehicles of which Merrill Lynch Asset
          Management, L.P. is investment adviser or
          manager ("MLAM Funds"), and either (A) the
          aggregate assets of the plan are less than
          $3 million or (B) the total of the sum of
          (x) the employees eligible to participate in
          the plan and (y) those persons, not
          including any such employees, for whom a
          plan account having a balance therein is
          maintained, is less than 500, each of (A)
          and (B) to be determined by Merrill Lynch in
          the normal course prior to the date the plan
          is established as an active plan on Merrill
          Lynch's recordkeeping system (an "Active
          Plan"); or

     (b)  the plan is one which is already investing
          in shares of or interests in MLAM Funds and
          the assets of the plan have an aggregate
          value of less than $5 million, as determined




                               D-1



<PAGE>

          by Merrill Lynch as of the date the plan
          becomes an Active Plan.

          For purposes of applying (a) and (b), there
          are to be aggregated all assets of any Tax-
          Qualified Plan maintained by the sponsor of
          the Merrill Lynch Plan (or any of the
          sponsor's affiliates) (determined to be such
          by Merrill Lynch) which are being invested
          in shares of or interests in MLAM Funds,
          Alliance Mutual Funds or other mutual funds
          made available pursuant to an agreement
          between Merrill Lynch and the principal
          underwriter thereof (or one of its
          affiliates) and which are being held in a
          Merrill Lynch account. 

(ii) Plans for which the recordkeeper is not Merrill Lynch,
     but which are recordkept on a daily valuation basis by
     a recordkeeper with which Merrill Lynch has a
     subcontracting or other alliance arrangement for the
     performance of recordkeeping services, if the plan is
     determined by Merrill Lynch to be so eligible and the
     assets of the plan are less than $3 million.

         Class B shares of the Fund held by any of the
above-described Merrill Lynch Plans are to be replaced at
Merrill Lynch's direction through conversion, exchange or
otherwise by Class A shares of the Fund on the earlier of
the date that the value of the plan's aggregate assets first
equals or exceeds $5 million or the date on which any Class
B share of the Fund held by the plan would convert to a
Class A share of the Fund as described under "Purchase of
Shares" and "Redemption and Repurchase of Shares."

         Any Tax Qualified Plan, including any Merrill Lynch
Plan, which does not purchase Class B shares of the Fund
without being subject to a contingent deferred sales charge
under the above criteria is eligible to purchase Class B
shares subject to a contingent deferred sales charge as well
as other classes of shares of the Fund as set forth above
under "Purchase of Shares" and "Redemption and Repurchase of
Shares.    










                               D-2



<PAGE>

                             PART C
                        OTHER INFORMATION

ITEM 24. Financial Statements and Exhibits.

    (a)  Financial Statements

         Included in the Prospectus: Financial Highlights.

         Included in the Statement of Additional Information:
   
              Portfolio of Investments, June 30, 1998.
              Statement of Assets and Liabilities, June 30, 1998.
              Statement of Operations, year ended June 30,1998.
              Statement of Changes in Net Assets, fiscal years
                   ended June 30, 1998 and June 30, 1997.
              Notes to Financial Statements, for the years ended 
                   June 30, 1997 through June 30, 1998
              Financial Highlights, for the years ended 
                   June 30, 1997 through June 30, 1998
              Report of Independent Accountants.
    
         Included in the Part C:                 

              All other financial statements or schedules are not
              required or the required information is shown in
              the Statement of Assets and Liabilities or the
              notes thereto.

    (b)  Exhibits

         (1)  (a)  Articles of Incorporation - Incorporated by
                   reference to Exhibit 1 to Post-Effective
                   Amendment No. 8 of Registrant's Registration
                   Statement on Form N-1A (File Nos. 33-76598 and
                   811-08426) filed with the Securities and
                   Exchange Commission on October 31, 1997.
    
              (b)  Articles of Amendment to Articles of
                   Incorporation dated and filed April 21, 1994 -
                   Incorporated by reference to Exhibit 1 to
                   Post-Effective Amendment No. 8 of Registrant's
                   Registration Statement on Form N-1A (File Nos.
                   33-76598 and 811-08426) filed with the
                   Securities and Exchange Commission on October
                   31, 1997.
    
              (c)  Articles of Transfer of Registrant dated and
                   filed October 27, 1995 - Filed herewith.
    



                               C-1



<PAGE>

              (d)  Articles Supplementary to Articles of
                   Incorporation of Registrant dated September
                   30, 1996 and filed October 1, 1996 - Filed
                   herewith.
    
         (2)       By-Laws of the Registrant - Incorporated by
                   reference to Exhibit 2 to Post-Effective
                   Amendment No. 8 of Registrant's Registration
                   Statement on Form N-1A (File Nos. 33-76598 and
                   811-08426) filed with the Securities and
                   Exchange Commission on October 31, 1997.
    
         (3)       Not applicable.

         (4)       Not applicable.
    
         (5)       Advisory Agreement between the Registrant and
                   Alliance Capital Management L.P. -
                   Incorporated by reference to Exhibit 5 to
                   Post-Effective Amendment No. 8 of Registrant's
                   Registration Statement on Form N-1A (File Nos.
                   33-76598 and 811-08426) filed with the
                   Securities and Exchange Commission on October
                   31, 1997.
    
         (6)  (a)  Distribution Services Agreement between the
                   Registrant and Alliance Fund Distributors,
                   Inc. - Incorporated by reference to Exhibit
                   6(a) to Post-Effective Amendment No. 8 of
                   Registrant's Registration Statement on Form N-
                   1A (File Nos. 33-76598 and 811-08426) filed
                   with the Securities and Exchange Commission on
                   October 31, 1997.
    
              (b)  Amendment to Distribution Services Agreement
                   dated July 16, 1996 - Incorporated by
                   reference to Exhibit 6 to Post-Effective
                   Amendment No. 7 of Registrant's Registration
                   Statement on Form N-1A (File Nos. 33-76598 and
                   811-08426) filed with the Securities and
                   Exchange Commission on October 1, 1996.
    
              (c)  Selected Dealer Agreement between Alliance
                   Fund Distributors, Inc. and selected dealers
                   offering shares of Registrant - Incorporated
                   by reference to Exhibit 6(b) to Post-Effective
                   Amendment No. 8 of Registrant's Registration
                   Statement on Form N-1A (File Nos. 33-76598 and
                   811-08426) filed with the Securities and
                   Exchange Commission on October 31, 1997.
    


                               C-2



<PAGE>

              (d)  Selected Agent Agreement between Alliance Fund
                   Distributors, Inc. and selected agents making
                   available shares of Registrant - Incorporated
                   by reference to Exhibit 6(c) to Post-Effective
                   Amendment No. 8 of Registrant's Registration
                   Statement on Form N-1A (File Nos. 33-76598 and
                   811-08426) filed with the Securities and
                   Exchange Commission on October 31, 1997.
    
         (7)  Not applicable.

         (8)  Custodian Contract between the Registrant and Brown
              Brothers Harriman & Co. - Filed herewith.
    
         (9)  Transfer Agency Agreement between the Registrant
              and Alliance Fund Services, Inc. - Filed herewith.
    
         (10) (a)  Opinion and Consent of Seward & Kissel -
                   Incorporated by reference to Exhibit 10(a) to
                   Post-Effective Amendment No. 8 of Registrant's
                   Registration Statement on Form N-1A (File Nos.
                   33-76598 and 811-08426) filed with the
                   Securities and Exchange Commission on October
                   31, 1997.
    
              (b)  Opinion and Consent of Venable, Baetjer &
                   Howard, LLP - Incorporated by reference to
                   Exhibit 10(b) to Post-Effective Amendment No.
                   8 of Registrant's Registration Statement on
                   Form N-1A (File Nos. 33-76598 and 811-08426)
                   filed with the Securities and Exchange
                   Commission on October 1, 1997.
    
         (11) Consent of Independent Accountants - Filed
              herewith.

         (12) Not applicable.

         (13) Not applicable.
    
         (14) Not applicable.

         (15) Rule 12b-1 Plan - See Exhibit 6 hereto.
    
         (16) Not applicable
    
         (17) Financial Data Schedule - Filed herewith.
    
         (18) Rule 18f-3 Plan - Incorporated by reference to
              Exhibit 18 to Post-Effective Amendment No. 6 of
              Registrant's Registration Statement on Form N-1A


                               C-3



<PAGE>

              (File Nos. 33-76598 and 811-08426) filed with the
              Securities and Exchange Commission on April 23,
              1996.
    
              Other Exhibits: Powers of Attorney for Ruth Block,
              John D. Carifa, David H. Dievler, John H. Dobkin,
              William H. Foulk, Jr., James M. Hester, Clifford L.
              Michel, Donald J. Robinson - Filed herewith.
    
ITEM 25. Persons Controlled by or under Common Control with
         Registrant.

         None

ITEM 26. Number of Holders of Securities.

         Not applicable.
    
ITEM 27. Indemnification.

         It is the Registrant's policy to indemnify its directors
         and officers, employees and other agents to the maximum
         extent permitted by Section 2-418 of the General
         Corporation Law of the State of Maryland and as set
         forth in Article EIGHTH of Registrant's Articles of
         Incorporation, filed as Exhibit 1 in response to Item
         24, Article VII and Article VIII of Registrant's
         By-Laws, filed as Exhibit 2 in response to Item 24, and
         Section 10 of the proposed Distribution Services
         Agreement, filed as Exhibit 6(a) in response to Item 24,
         all as set forth below.  The liability of the
         Registrant's directors and officers is dealt with in
         Article EIGHTH of Registrant's Articles of
         Incorporation, as set forth below.  The Adviser's
         liability for any loss suffered by the Registrant or its
         shareholders is set forth in Section 4 of the proposed
         Advisory Agreement, filed as Exhibit 5 in response to
         Item 24, as set forth below. 

         Section 2-418 of the Maryland General Corporation Law
         reads as follows:

              "2-418  INDEMNIFICATION OF DIRECTORS, OFFICERS,
              EMPLOYEES AND AGENTS.--(a)  In this section the
              following words have the meanings indicated.

                   (1) "Director" means any person who is or was
              a director of a corporation and any person who,
              while a director of a corporation, is or was
              serving at the request of the corporation as a
              director, officer, partner, trustee, employee, or


                               C-4



<PAGE>

              agent of another foreign or domestic corporation,
              partnership, joint venture, trust, other
              enterprise, or employee benefit plan.

                   (2) "Corporation" includes any domestic or
              foreign predecessor entity of a corporation in a
              merger, consolidation, or other transaction in
              which the predecessor's existence ceased upon
              consummation of the transaction.

                   (3) "Expenses" include attorney's fees.

                   (4) "Official capacity" means the following:

                    (i)  When used with respect to a director,
              the office of director in the corporation; and

                   (ii)  When used with respect to a person other
              than a director as contemplated in subsection (j),
              the elective or appointive office in the
              corporation held by the officer, or the employment
              or agency relationship undertaken by the employee
              or agent in behalf of the corporation.

                   (iii) "Official capacity" does not include
              service for any other foreign or domestic
              corporation or any partnership, joint venture,
              trust, other enterprise, or employee benefit plan.

         (5)  "Party" includes a person who was, is, or is
              threatened to be made a named defendant or
              respondent in a proceeding.

         (6)  "Proceeding" means any threatened, pending or
              completed action, suit or proceeding, whether
              civil, criminal, administrative, or investigative.

              (b)(1)  A corporation may indemnify any director
              made a party to any proceeding by reason of service
              in that capacity unless it is established that:

                   (i)  The act or omission of the director was
                        material to the matter giving rise to the
                        proceeding; and

         1.   Was committed in bad faith; or

         2.   Was the result of active and deliberate dishonesty;
              or




                               C-5



<PAGE>

                   (ii) The director actually received an
              improper personal benefit in money, property, or
              services; or

                   (iii) In the case of any criminal proceeding,
              the director had reasonable cause to believe that
              the act or omission was unlawful.

              (2)(i)    Indemnification may be against judgments,
                        penalties, fines, settlements, and
                        reasonable expenses actually incurred by
                        the director in connection with the
                        proceeding.


                   (ii) However, if the proceeding was one by or
                        in the right of the corporation,
                        indemnification may not be made in
                        respect of any proceeding in which the
                        director shall have been adjudged to be
                        liable to the corporation.

              (3)(i)    The termination of any proceeding by
                        judgment, order or settlement does not
                        create a presumption that the director
                        did not meet the requisite standard of
                        conduct set forth in this subsection.

                   (ii) The termination of any proceeding by
                        conviction, or a plea of nolo contendere
                        or its equivalent, or an entry of an
                        order of probation prior to judgment,
                        creates a rebuttable presumption that the
                        director did not meet that standard of
                        conduct.

                   (c) A director may not be indemnified under
              subsection (b) of this section in respect of any
              proceeding charging improper personal benefit to
              the director, whether or not involving action in
              the director's official capacity, in which the
              director was adjudged to be liable on the basis
              that personal benefit was improperly received.

                   (d) Unless limited by the charter:

              (1)  A director who has been successful, on the
                   merits or otherwise, in the defense of any
                   proceeding referred to in subsection (b) of
                   this section shall be indemnified against



                               C-6



<PAGE>

                   reasonable expenses incurred by the director
                   in connection with the proceeding.

              (2)  A court of appropriate jurisdiction upon
                   application of a director and such notice as
                   the court shall require, may order
                   indemnification in the following
                   circumstances:

                   (i)  If it determines a director is entitled
                        to reimbursement under paragraph (1) of
                        this subsection, the court shall order
                        indemnification, in which case the
                        director shall be entitled to recover the
                        expenses of securing such reimbursement;
                        or

                   (ii) If it determines that the director is
                        fairly and reasonably entitled to
                        indemnification in view of all the
                        relevant circumstances, whether or not
                        the director has met the standards of
                        conduct set forth in subsection (b) of
                        this section or has been adjudged liable
                        under the circumstances described in
                        subsection (c) of this section, the court
                        may order such indemnification as the
                        court shall deem proper.  However,
                        indemnification with respect to any
                        proceeding by or in the right of the
                        corporation or in which liability shall
                        have been adjudged in the circumstances
                        described in subsection (c) shall be
                        limited to expenses.

                   (3)  A court of appropriate jurisdiction may
                        be the same court in which the proceeding
                        involving the director's liability took
                        place.

                   (e)(1)  Indemnification under subsection (b)
                   of this section may not be made by the
                   corporation unless authorized for a specific
                   proceeding after a determination has been made
                   that indemnification of the director is
                   permissible in the circumstances because the
                   director has met the standard of conduct set
                   forth in subsection (b) of this section.

                   (2)  Such determination shall be made:



                               C-7



<PAGE>

                        (i) By the board of directors by a
                   majority vote of a quorum consisting of
                   directors not, at the time, parties to the
                   proceeding, or, if such a quorum cannot be
                   obtained, then by a majority vote of a
                   committee of the board consisting solely of
                   two or more directors not, at the time,
                   parties to such proceeding and who were duly
                   designated to act in the matter by a majority
                   vote of the full board in which the designated
                   directors who are parties may participate;

                        (ii) By special legal counsel selected by
                   the board of directors or a committee of the
                   board by vote as set forth in subparagraph (i)
                   of this paragraph, or, if the requisite quorum
                   of the full board cannot be obtained therefor
                   and the committee cannot be established, by a
                   majority vote of the full board in which
                   directors who are parties may participate; or

                        (iii) By the stockholders.

                   (3)  Authorization of indemnification and
                        determination as to reasonableness of
                        expenses shall be made in the same manner
                        as the determination that indemnification
                        is permissible.  However, if the
                        determination that indemnification is
                        permissible is made by special legal
                        counsel, authorization of indemnification
                        and determination as to reasonableness of
                        expenses shall be made in the manner
                        specified in subparagraph (ii) of
                        paragraph (2) of this subsection for
                        selection of such counsel.

                   (4)  Shares held by directors who are parties
                        to the proceeding may not be voted on the
                        subject matter under this subsection.

                             (f)(1)  Reasonable expenses incurred
                        by a director who is a party to a
                        proceeding may be paid or reimbursed by
                        the corporation in advance of the final
                        disposition of the proceeding, upon
                        receipt by the corporation of:

                   (i)  A written affirmation by the director of
                        the director's good faith belief that the
                        standard of conduct necessary for


                               C-8



<PAGE>

                        indemnification by the corporation as
                        authorized in this section has been met;
                        and

                   (ii) A written undertaking by or on behalf of
                        the director to repay the amount if it
                        shall ultimately be determined that the
                        standard of conduct has not been met.

                   (2)  The undertaking required by subparagraph
                        (ii) of paragraph (1) of this subsection
                        shall be an unlimited general obligation
                        of the director but need not be secured
                        and may be accepted without reference to
                        financial ability to make the repayment.

                   (3)  Payments under this subsection shall be
                        made as provided by the charter, bylaws,
                        or contract or as specified in subsection
                        (e) of this section.

                   (g)  The indemnification and advancement of
                        expenses provided or authorized by this
                        section may not be deemed exclusive of
                        any other rights, by indemnification or
                        otherwise, to which a director may be
                        entitled under the charter, the bylaws, a
                        resolution of stockholders or directors,
                        an agreement or otherwise, both as to
                        action in an official capacity and as to
                        action in another capacity while holding
                        such office.

                   (h)  This section does not limit the
                        corporation's power to pay or reimburse
                        expenses incurred by a director in
                        connection with an appearance as a
                        witness in a proceeding at a time when
                        the director has not been made a named
                        defendant or respondent in the
                        proceeding.

                   (i)  For purposes of this section:

                             (1) The corporation shall be deemed
                        to have requested a director to serve an
                        employee benefit plan where the
                        performance of the director's duties to
                        the corporation also imposes duties on,
                        or otherwise involves services by, the



                               C-9



<PAGE>

                        director to the plan or participants or
                        beneficiaries of the plan:

                             (2) Excise taxes assessed on a
                        director with respect to an employee
                        benefit plan pursuant to applicable law
                        shall be deemed fines; and


                             (3) Action taken or omitted by the
                        director with respect to an employee
                        benefit plan in the performance of the
                        director's duties for a purpose
                        reasonably believed by the director to be
                        in the interest of the participants and
                        beneficiaries of the plan shall be deemed
                        to be for a purpose which is not opposed
                        to the best interests of the corporation.

                   (j)  Unless limited by the charter:

                             (1) An officer of the corporation
                        shall be indemnified as and to the extent
                        provided in subsection (d) of this
                        section for a director and shall be
                        entitled, to the same extent as a
                        director, to seek indemnification
                        pursuant to the provisions of subsection
                        (d);

                             (2) A corporation may indemnify and
                        advance expenses to an officer, employee,
                        or agent of the corporation to the same
                        extent that it may indemnify directors
                        under this section; and

                             (3) A corporation, in addition, may
                        indemnify and advance expenses to an
                        officer, employee, or agent who is not a
                        director to such further extent,
                        consistent with law, as may be provided
                        by its charter, bylaws, general or
                        specific action of its board of directors
                        or contract.

                        (k)(1) A corporation may purchase and
                        maintain insurance on behalf of any
                        person who is or was a director, officer,
                        employee, or agent of the corporation, or
                        who, while a director, officer, employee,
                        or agent of the corporation, is or was


                              C-10



<PAGE>

                        serving at the request, of the
                        corporation as a director, officer,
                        partner, trustee, employee, or agent of
                        another foreign or domestic corporation,
                        partnership, joint venture, trust, other
                        enterprise, or employee benefit plan
                        against any liability asserted against
                        and incurred by such person in any such
                        capacity or arising out of such person's
                        position, whether or not the corporation
                        would have the power to indemnify against
                        liability under the provisions of this
                        section.

                             (2) A corporation may provide
                        similar protection, including a trust
                        fund, letter of credit, or surety bond,
                        not inconsistent with this section.

                             (3) The insurance or similar
                        protection may be provided by a
                        subsidiary or an affiliate of the
                        corporation.

                   (l)  Any indemnification of, or advance of
                        expenses to, a director in accordance
                        with this section, if arising out of a
                        proceeding by or in the right of the
                        corporation, shall be reported in writing
                        to the stockholders with the notice of
                        the next stockholders' meeting or prior
                        to the meeting."

         Article EIGHTH of the Registrant's Articles of
         Incorporation reads as follows:

                   "(1) To the full extent that limitations on
                   the liability of directors and officers are
                   permitted by the Maryland General Corporation
                   Law, no director or officer of the Corporation
                   shall have any liability to the Corporation or
                   its stockholders for damages.  This limitation
                   on liability applies to events occurring at
                   the time a person serves as a director or
                   officer of the Corporation whether or not such
                   person is a director or officer at the time of
                   any proceeding in which liability is asserted.

                   "(2) The Corporation shall indemnify and
                   advance expenses to its currently acting and
                   its former directors to the full extent that


                              C-11



<PAGE>

                   indemnification of directors is permitted by
                   the Maryland General Corporation Law.  The
                   Corporation shall indemnify and advance
                   expenses to its officers to the same extent as
                   its directors and may do so to such further
                   extent as is consistent with law.  The Board
                   of Directors may by By-Law, resolution or
                   agreement make further provision for
                   indemnification of directors, officers,
                   employees and agents to the full extent
                   permitted by the Maryland General Corporation
                   Law.

                   "(3) No provision of this Article shall be
                   effective to protect or purport to protect any
                   director or officer of the Corporation against
                   any liability to the Corporation or its
                   stockholders to which he would otherwise be
                   subject by reason of willful misfeasance, bad
                   faith, gross negligence or reckless disregard
                   of the duties involved in the conduct of his
                   office.

                   "(4) References to the Maryland General
                   Corporation Law in this Article are to that
                   law as from time to time amended.  No
                   amendment to the charter of the Corporation
                   shall affect any right of any person under
                   this Article based on any event, omission or
                   proceeding prior to the amendment."

       Article VII, Section 7 of the Registrant's By-Laws reads
as follows:

              Section 7.  Insurance Against Certain Liabilities.
              The Corporation shall not bear the cost of
              insurance that protects or purports to protect
              directors and officers of the Corporation against
              any liabilities to the Corporation or its security
              holders to which any such director or officer would
              otherwise be subject by reason of willful
              misfeasance, bad faith, gross negligence or
              reckless disregard of the duties involved in the
              conduct of his office.

        ARTICLE VIII of the Registrant's By-Laws reads as
follows:

              Section 11.  Indemnification of Directors and
              Officers.  The Corporation shall indemnify its
              directors to the full extent that indemnification


                              C-12



<PAGE>

              of directors is permitted by the Maryland General
              Corporation Law.  The Corporation shall indemnify
              its officers to the same extent as its directors
              and to such further extent as is consistent with
              law.  The Corporation shall indemnify its directors
              and officers who while serving as directors or
              officers also serve at the request of the
              Corporation as a director, officer, partner,
              trustee, employee, agent or fiduciary of another
              corporation, partnership, joint venture, trust,
              other enterprise or employee benefit plan to the
              full extent consistent with law.  The
              indemnification and other rights provided by this
              Article shall continue as to a person who has
              ceased to be a director or officer and shall inure
              to the benefit of the heirs, executors and
              administrators of such a person.  This Article
              shall not protect any such person against any
              liability to the Corporation or any stockholder
              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 conduct of his office
              ("disabling conduct").

              Section 12.  Advances.  Any current or former
              director or officer of the Corporation seeking
              indemnification within the scope of this Article
              shall be entitled to advances from the Corporation
              for payment of the reasonable expenses incurred by
              him in connection with the matter as to which he is
              seeking indemnification in the manner and to the
              full extent permissible under the Maryland General
              Corporation Law.  The person seeking
              indemnification shall provide to the Corporation a
              written affirmation of his good faith belief that
              the standard of conduct necessary for
              indemnification by the Corporation has been met and
              a written undertaking to repay any such advance if
              it should ultimately be determined that the
              standard of conduct has not been met.  In addition,
              at least one of the following additional conditions
              shall be met:  (a) the person seeking
              indemnification shall provide a security in form
              and amount acceptable to the Corporation for his
              undertaking; (b) the Corporation is insured against
              losses arising by reason of the advance; or (c) a
              majority of a quorum of directors of the
              Corporation who are neither "interested persons" as
              defined in Section 2(a)(19) of the Investment
              Company Act of 1940, as amended, nor parties to the


                              C-13



<PAGE>

              proceeding ("disinterested non-party directors"),
              or independent legal counsel, in a written opinion,
              shall have determined, based on a review of facts
              readily available to the Corporation at the time
              the advance is proposed to be made, that there is
              reason to believe that the person seeking
              indemnification will ultimately be found to be
              entitled to indemnification.

              Section 13.  Procedure.  At the request of any
              person claiming indemnification under this Article,
              the Board of Directors shall determine, or cause to
              be determined, in a manner consistent with the
              Maryland General Corporation Law, whether the
              standards required by this Article have been met.
              Indemnification shall be made only following:
              (a) a final decision on the merits by a court or
              other body before whom the proceeding was brought
              that the person to be indemnified was not liable by
              reason of disabling conduct or (b) in the absence
              of such a decision, a reasonable determination,
              based upon a review of the facts, that the person
              to be indemnified was not liable by reason of
              disabling conduct by (i) the vote of a majority of
              a quorum of disinterested non-party directors or
              (ii) an independent legal counsel in a written
              opinion.

              Section 14.  Indemnification of Employees and
              Agents.  Employees and agents who are not officers
              or directors of the Corporation may be indemnified,
              and reasonable expenses may be advanced to such
              employees or agents, as may be provided by action
              of the Board of Directors or by contract, subject
              to any limitations imposed by the Investment
              Company Act of 1940.

              Section 15.  Other Rights.  The Board of Directors
              may make further provision consistent with law for
              indemnification and advance of expenses to
              directors, officers, employees and agents by
              resolution, agreement or otherwise.  The
              indemnification provided by this Article shall not
              be deemed exclusive of any other right, with
              respect to indemnification or otherwise, to which
              those seeking indemnification may be entitled under
              any insurance or other agreement or resolution of
              stockholders or disinterested directors or
              otherwise.  The rights provided to any person by
              this Article shall be enforceable against the
              Corporation by such person who shall be presumed to


                              C-14



<PAGE>

              have relied upon it in serving or continuing to
              serve as a director, officer, employee, or agent as
              provided above.

              Section 16.  Amendments.  References in this
              Article are to the Maryland General Corporation Law
              and to the Investment Company Act of 1940 as from
              time to time amended.  No amendment of these
              By-Laws shall affect any right of any person under
              this Article based on any event, omission or
              proceeding prior to the amendment.

              The Advisory Agreement between the Registrant and
              Alliance Capital Management L.P. provides that
              Alliance Capital Management L.P. will not be liable
              under such agreements for any mistake of judgment
              or in any event whatsoever except for lack of good
              faith and that nothing therein shall be deemed to
              protect Alliance Capital Management L.P. against
              any liability to the Registrant or its security
              holders to which it would otherwise be subject by
              reason of wilful misfeasance, bad faith or gross
              negligence in the performance of its duties
              thereunder, or by reason of reckless disregard of
              its duties and obligations thereunder.

              The Distribution Services Agreement between the
              Registrant and Alliance Fund Distributors, Inc.
              provides that the Registrant will indemnify, defend
              and hold Alliance Fund Distributors, Inc., and any
              person who controls it within the meaning of
              Section 15 of the Securities Act of 1933 (the
              "Securities Act"), free and harmless from and
              against any and all claims, demands, liabilities
              and expenses which Alliance Fund Distributors, Inc.
              or any controlling person may incur arising out of
              or based upon any alleged untrue statement of a
              material fact contained in the Registrant's
              Registration Statement, Prospectus or Statement of
              Additional Information or arising out of, or based
              upon any alleged omission to state a material fact
              required to be stated in any one of the foregoing
              or necessary to make the statements in any one of
              the foregoing not misleading.

              The foregoing summaries are qualified by the entire
              text of Registrant's Articles of Incorporation and
              By-Laws, the proposed Advisory Agreement between
              Registrant and Alliance Capital Management L.P. and
              the proposed Distribution Services Agreement
              between Registrant and Alliance Fund Distributors,


                              C-15



<PAGE>

              Inc. which are filed herewith as Exhibits 1, 2, 5
              and 6(a), respectively, in response to Item 24 and
              each of which are incorporated by reference herein.

              Insofar as indemnification for liabilities arising
              under the Securities Act may be permitted to
              directors, officers and controlling persons of the
              Registrant pursuant to the foregoing provisions, or
              otherwise, the Registrant has been advised that, in
              the opinion of the Securities and Exchange
              Commission, such indemnification is against public
              policy as expressed in the Securities Act and is,
              therefore, unenforceable.  In the event that a
              claim for indemnification against such liabilities
              (other than the payment by the Registrant of
              expenses incurred or paid by a director, officer or
              controlling person of the Registrant in the
              successful defense of any action, suit or
              proceeding) is asserted by such director, officer
              or controlling person in connection with the
              securities being registered, the Registrant will,
              unless in the opinion of its counsel the matter has
              been settled by controlling precedent, submit to a
              court of appropriate jurisdiction the question of
              whether such indemnification by it is against
              public policy as expressed in the Securities Act
              and will be governed by the final adjudication of
              such issue.

              In accordance with Release No. IC-11330
              (September 2, 1980), the Registrant will indemnify
              its directors, officers, investment manager and
              principal underwriters only if (1) a final decision
              on the merits was issued by the court or other body
              before whom the proceeding was brought that the
              person to be indemnified (the "indemnitee") was not
              liable by reason or willful misfeasance, bad faith,
              gross negligence or reckless disregard of the
              duties involved in the conduct of his office
              ("disabling conduct") or (2) a reasonable
              determination is made, based upon a review of the
              facts, that the indemnitee was not liable by reason
              of disabling conduct, by (a) the vote of a majority
              of a quorum of the directors who are neither
              "interested persons" of the Registrant as defined
              in section 2(a)(19) of the Investment Company Act
              of 1940 nor parties to the proceeding
              ("disinterested, non-party trustees"), or (b) an
              independent legal counsel in a written opinion.
              The Registrant will advance attorneys fees or other
              expenses incurred by its directors, officers,


                              C-16



<PAGE>

              investment adviser or principal underwriters in
              defending a proceeding, upon the undertaking by or
              on behalf of the indemnitee to repay the advance
              unless it is ultimately determined that he is
              entitled to indemnification and, as a condition to
              the advance, (1) the indemnitee shall provide a
              security for his undertaking, (2) the Registrant
              shall be insured against losses arising by reason
              of any lawful advances, or (3) a majority of a
              quorum of disinterested, non-party directors of the
              Registrant, or an independent legal counsel in a
              written opinion, shall determine, based on a review
              of readily available facts (as opposed to a full
              trial-type inquiry), that there is reason to
              believe that the indemnitee ultimately will be
              found entitled to indemnification.

              The Registrant participates in a joint
              trustees/directors and officers liability insurance
              policy issued by the ICI Mutual Insurance Company.
              Coverage under this policy has been extended to
              directors, trustees and officers of the investment
              companies managed by Alliance Capital Management
              L.P.  

              Under this policy, outside trustees and directors
              are covered up to the limits specified for any
              claim against them for acts committed in their
              capacities as trustee or director.  A pro rata
              share of the premium for this coverage is charged
              to each investment company and to the Adviser.

ITEM 28.      Business and Other Connections of Investment
              Adviser.

              The descriptions of Alliance Capital Management
              L.P. under the captions "Management of the Fund" in
              the Prospectus and in the Statement of Additional
              Information constituting Parts A and B,
              respectively, of this Registration Statement are
              incorporated by reference herein.

              The information as to the directors and executive
              officers of Alliance Capital Management
              Corporation, the general partner of Alliance
              Capital Management L.P., set forth in Alliance
              Capital Management L.P.'s Form ADV filed with the
              Securities and Exchange Commission on April 21,
              1988 (File No. 801-32361) and amended through the
              date hereof, is incorporated by reference.



                              C-17



<PAGE>

 ITEM 29. Principal Underwriters

         (a)  Alliance Fund Distributors, Inc., the Registrant's
              Principal Underwriter in connection with the sale
              of shares of the Registrant. Alliance Fund
              Distributors, Inc. also acts as Principal
              Underwriter or Distributor for the following
              investment companies:
   
    AFD Exchange Reserves
    Alliance All-Asia Investment Fund, Inc.
    Alliance Balanced Shares, Inc.
    Alliance Bond Fund, Inc.
    Alliance Capital Reserves
    Alliance Global Dollar Government Fund, Inc.
    Alliance Global Environment Fund, Inc.
    Alliance Global Small Cap Fund, Inc.
    Alliance Global Strategic Income Trust, Inc.
    Alliance Government Reserves
    Alliance Greater China 97 Fund, Inc.
    Alliance Growth and Income Fund, Inc.
    Alliance High Yield Fund, Inc.
    Alliance Institutional Funds, Inc.
    Alliance Institutional Reserves, Inc.
    Alliance International Fund
    Alliance International Premier Growth Fund, Inc.
    Alliance Limited Maturity Government Fund, Inc.
    Alliance Money Market Fund
    Alliance Mortgage Securities Income Fund, 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 Government Income
         Trust, Inc.
    Alliance Premier Growth Fund, Inc.
    Alliance Quasar Fund, Inc.
    Alliance Real Estate Investment Fund, Inc.
    Alliance Select Investor Series, Inc.
    Alliance Technology Fund, Inc.
    Alliance Utility Income Fund, Inc.
    Alliance Variable Products Series Fund, Inc.
    Alliance Worldwide Privatization Fund, Inc.
    The Alliance Fund, Inc.
    The Alliance Portfolios
    
    (b)  The following are the Directors and Officers of Alliance
         Fund Distributors, Inc., the principal place of business
         of which is 1345 Avenue of the Americas, New York, New
         York, 10105.   


                              C-18



<PAGE>

                        POSITIONS AND            POSITIONS AND
                        OFFICES WITH             OFFICES WITH
NAME                    UNDERWRITER              REGISTRANT
                        
Michael J. Laughlin     Director and Chairman

John D. Carifa          Director

Robert L. Errico        Director and President

Geoffrey L. Hyde        Director and Senior Vice President

Dave H. Williams        Director

David Conine            Executive Vice President

Richard K. Saccullo     Executive Vice President

Edmund P. Bergan, Jr.   Senior Vice President,   Secretary
                        General Counsel and
                        Secretary

Richard A. Davies       Senior Vice President 
                        and Managing Director

Robert H. Joseph, Jr.   Senior Vice President 
                        and Chief Financial Officer

Anne S. Drennan         Senior Vice President and Treasurer

Karen J. Bullot         Senior Vice President

James S. Comforti       Senior Vice President

James L. Cronin         Senior Vice President

Daniel J. Dart          Senior Vice President

Byron M. Davis          Senior Vice President

Mark J. Dunbar          Senior Vice President

Donald N. Fritts        Senior Vice President

Bradley F. Hanson       Senior Vice President

Richard E. Khaleel      Senior Vice President

Stephen R. Laut         Senior Vice President

Susan L. Matteson-King  Senior Vice President


                              C-19



<PAGE>

Daniel D. McGinley      Senior Vice President

Ryne A. Nishimi         Senior Vice President

Antonios G. Poleondakis Senior Vice President

Robert E. Powers        Senior Vice President

Raymond S. Sclafani     Senior Vice President

Gregory K. Shannahan    Senior Vice President

Joseph F. Sumanski      Senior Vice President

Peter J. Szabo          Senior Vice President

Nicholas K. Willett     Senior Vice President

Richard A. Winge        Senior Vice President

Gerard J. Friscia       Vice President and Controller

Jamie A. Atkinson       Vice President

Benji A. Baer           Vice President

Kenneth F. Barkoff      Vice President

Casimir F. Bolanowski   Vice President

Michael E. Brannan      Vice President

Timothy W. Call         Vice President

Kevin T. Cannon         Vice President

John R. Carl            Vice President

William W. Collins, Jr. Vice President

Leo H. Cook             Vice President

Richard W. Dabney       Vice President

Stephen J. Demetrovits  Vice President

John F. Dolan           Vice President

John C. Endahl          Vice President

Sohaila S. Farsheed     Vice President


                              C-20



<PAGE>

Shawn C. Gage           Vice President

Andrew L. Gangolf       Vice President and       Assistant
                        Assistant General        Secretary
                        Counsel

Mark D. Gersten         Vice President           Treasurer and
                                                 Chief Financial
                                                 Officer

Joseph W. Gibson        Vice President

John Grambone           Vice President

George C. Grant         Vice President

Charles M. Greenberg    Vice President

Alan Halfenger          Vice President

William B. Hanigan      Vice President

Scott F. Heyer          Vice President

George R. Hrabovsky     Vice President

Valerie J. Hugo         Vice President

Scott Hutton            Vice President

Richard D. Keppler      Vice President           Vice President

Gwenn M. Kessler        Vice President

Donna M. Lamback        Vice President

Henry Michael Lesmeister Vice President

James M. Liptrot        Vice President

James P. Luisi          Vice President

Jerry W. Lynn           Vice President

Christopher J. MacDonald Vice President

Michael F. Mahoney      Vice President

Shawn P. McClain        Vice President

Jeffrey P. Mellas       Vice President


                              C-21



<PAGE>

Thomas F. Monnerat      Vice President

Christopher W. Moore    Vice President

Timothy S. Mulloy       Vice President

Joanna D. Murray        Vice President

Nicole Nolan-Koester    Vice President

John C. O'Connell       Vice President

John J. O'Connor        Vice President

James J. Posch          Vice President

Domenick Pugliese       Vice President and       Assistant
                        Assistant General        Secretary
                        Counsel

Bruce W. Reitz          Vice President

Karen C. Satterberg     Vice President

John P. Schmidt         Vice President

Robert C. Schultz       Vice President

Richard J. Sidell       Vice President

Teris A. Sinclair       Vice President

Scott C. Sipple         Vice President

Elizabeth Smith         Vice President

Martine H. Stansbery, Jr. Vice President

Andrew D. Strauss       Vice President

Michael J. Tobin        Vice President

Joseph T. Tocyloski     Vice President

Thomas J. Vaughn        Vice President

Martha D. Volcker       Vice President

Patrick E. Walsh        Vice President

Mark E. Westmoreland    Vice President


                              C-22



<PAGE>

William C. White        Vice President

David E. Willis         Vice President

Emilie D. Wrapp         Vice President and 
                        Assistant General 
                        Counsel

Patrick Look            Assistant Vice President 
                        and Assistant Treasurer

Michael W. Alexander    Assistant Vice President

Richard J. Appaluccio   Assistant Vice President

Charles M. Barrett      Assistant Vice President

Robert F. Brendli       Assistant Vice President

Maria L. Carreras       Assistant Vice President

John P. Chase           Assistant Vice President

Russell R. Corby        Assistant Vice President

Jean A. Cronin          Assistant Vice President

John W. Cronin          Assistant Vice President

Terri J. Daly           Assistant Vice President

Ralph A. DiMeglio       Assistant Vice President

Faith C. Deutsch        Assistant Vice President

John E. English         Assistant Vice President

Duff C. Ferguson        Assistant Vice President

James J. Hill           Assistant Vice President

Theresa Iosca           Assistant Vice President

Erik A. Jorgensen       Assistant Vice President

Eric G. Kalender        Assistant Vice President

Edward W. Kelly         Assistant Vice President

Michael Laino           Assistant Vice President



                              C-23



<PAGE>

Nicholas J. Lapi        Assistant Vice President

Kristine J. Luisi       Assistant Vice President

Kathryn Austin Masters  Assistant Vice President

Richard F. Meier        Assistant Vice President

Mary K. Moore           Assistant Vice President

Richard J. Olszewski    Assistant Vice President

Catherine N. Peterson   Assistant Vice President

Rizwan A. Raja          Assistant Vice President

Carol H. Rappa          Assistant Vice President

Clara Sierra            Assistant Vice President

Gayle S. Stamer         Assistant Vice President

Eileen Stauber          Assistant Vice President

Vincent T. Strangio     Assistant Vice President

Marie R. Vogel          Assistant Vice President

Wesley S. Williams      Assistant Vice President

Matthew Witschel        Assistant Vice President

Christopher J. Zingaro  Assistant Vice President

Mark R. Manley          Assistant Secretary
    
ITEM 30. Location of Accounts and Records.

         The majority of the accounts, books and other documents
         required to be maintained by Section 31(a) of the
         Investment Company Act of 1940 and the rules thereunder
         are maintained as follows:  journals, ledgers,
         securities records and other original records are
         maintained principally at the offices of Alliance Fund
         Services, Inc., 500 Plaza Drive, Secaucus, New Jersey,
         07094 and at the offices of Brown Brothers Harriman &
         Co., the Registrant's custodian, 40 Water Street,
         Boston, Massachusetts 02109.  All other records so
         required to be maintained are maintained at the offices
         of Alliance Capital Management L.P., 1345 Avenue of the
         Americas, New York, New York, 10105.


                              C-24



<PAGE>

ITEM 31. Management Services.

         Not applicable.

ITEM 32. Undertakings.

         (c)  The Registrant undertakes to furnish each person to
whom a prospectus is delivered with a copy of the Registrant's
latest report to Shareholders, upon request and without charge.












































                              C-25



<PAGE>

                           SIGNATURES

         Pursuant to the requirements of the Securities Act of
1933, as amended, and the Investment Company Act of 1940, as
amended, the Registrant certifies that it meets all of the
requirements for effectiveness of this Amendment to its
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York
and the State of New York, on the 29th day of October, 1998.
    
                   ALLIANCE WORLDWIDE PRIVATIZATION FUND, INC.

                        By: /s/John D. Carifa            
                               John D. Carifa
                               Chairman and President

         Pursuant to the requirements of the Securities Act of
1933, as amended, this Amendment to the Registration Statement
has been signed below by the following persons in the capacities
and on the date indicated.
   
    Signature           Title                    Date

1.  Principal Executive Officer:

    /s/John D. Carifa   Chairman                 October 29, 1998
    _________________   and President
    John D. Carifa

2.  Principal Financial
    and Accounting
    Officer:


    /s/Mark D. Gersten  Treasurer                October 29, 1998
    __________________
    Mark D. Gersten














                              C-26



<PAGE>

3.  All of the Directors
    Ruth Block
    John D. Carifa
    David H. Dievler
    John H. Dobkin
    William H. Foulk, Jr.
    James M. Hester
    Clifford L. Michel
    Donald J. Robinson

    By:/s/Edmund P. Bergan, Jr.                  October 29, 1998
       _______________________
       (Attorney-in-fact)
       Edmund P. Bergan, Jr.
    






































                              C-27



<PAGE>

                        Index To Exhibits

Exhibit No.             Description of Exhibits              Page
   
         (1) (c)   Articles of Transfer of Articles of
                   Incorporation dated October 27, 1995 

              (d)  Articles Supplementary to Articles of
                   Incorporation of Registrant dated
                   September 30, 1996 

         (8)  Custodian Contract between the Registrant and Brown
              Brothers Harriman & Co. 

         (9)  Transfer Agency Agreement between the Registrant
              and Alliance Fund Services, Inc.

         (11) Consent of Independent Accountants 

         (17) Financial Data Schedule

         Powers of Attorney for Ruth Block, John D. Carifa, David
         H. Dievler, John H. Dobkin, William H. Foulk, Jr., James
         M. Hester, Clifford L. Michel, Donald J. Robinson    





























                              C-28
00250202.AU1





<PAGE>

                      ARTICLES OF TRANSFER


         The Global Privatization Fund, Inc., a Maryland
corporation (hereinafter the "Transferor"), and Alliance
Worldwide Privatization Fund, Inc., a Maryland corporation
(hereinafter the "Transferee"), hereby certify that:

         FIRST:  The Transferor agrees to transfer all of its
property and assets to the Transferee.

         SECOND:  The address and principal place of business of
the Transferee is 1345 Avenue of the Americas, New York, New York
10105.  The Transferee was incorporated on March 16, 1994, under
the laws of the State of Maryland.  The Transferor was
incorporated on October 4, 1993; under the laws of the State of
Maryland.

         THIRD:  The principal office in Maryland of both the
Transferor and Transferee is located in Baltimore City, Maryland.

         FOURTH:  Neither the Transferor nor Transferee owns an
interest in land in any county or other political subdivision in
the State of Maryland.

         FIFTH:  The nature and amount of the consideration to be
paid by the Transferee for the assets of the Transferor will be
determined as follows:  In exchange for all of the assets of the
Transferor, the Transferee will:  A) assume and pay, to the
extent that they exist on or after the Closing, as defined below,
liabilities of the Transferor reflected as of the Closing in the
net asset value per share of the Transferor shares of common
stock and no other liabilities (whether contingent or otherwise);
and B) transfer to the Transferor a number of full and fractional
shares of Class A Common Stock of the Transferee ("Transferee



<PAGE>

Shares") equal to that number of full and fractional Transferor
shares determined by multiplying the number of Transferor shares
by an exchange ratio, determined by dividing the net asset value
per share of the Transferor's shares by the net asset value per
share of the Transferee shares.  The exchange ratio will be
carried to the fourth decimal place; the product of the
multiplication will be carried to the third decimal place.  In
each case such net asset values will be determined on a
consistent basis as of the close of regular trading on the New
York Stock Exchange next preceding the Closing, as defined in
Section 2 of the Agreement and Plan or Reorganization and
Liquidation dated as of August 30, 1995 between the Transferor
and the Transferee (the "Agreement").  The assets to be
transferred, the liabilities to be assumed and the terms of the
transfer are more particularly described in the Agreement.

         SIXTH:  The Transferee Shares that will be delivered to
the Transferor and distributed to the shareholders of the
Transferor pursuant to the Agreement shall (i) with respect to
redemptions and exchanges for shares of another open-end
investment company sponsored by Alliance Capital Management L.P.
occurring on or prior to June 30, 1996, be subject to a
redemption fee equal to 2% of the net asset value of such shares
at the time such shares are so redeemed or exchanged, and
(ii) with respect to redemptions and such exchanges occurring
after such date and as of or prior to the close of business on
September 30, 1996, be subject to a redemption fee equal to 1% of
the net asset value of such shares at the time such shares are so
redeemed or exchanged.  Such temporary redemption fee shall be
deducted from the amount otherwise payable to holders of such
Transferee Shares upon such redemption or exchange and shall be
retained by the Transferee.  The level and duration of the
redemption fee may be reduced, or the fee may be terminated, at
any time at the discretion of the Transferee.


                                2



<PAGE>

         SEVENTH:  The stock transfer records of the Transferor
were closed immediately following the close of regular trading on
the New York Stock Exchange, Inc. on October 24, 1995 for the
period through October 27, 1995, except to the extent necessary
to permit the recordation thereafter of settlements of trades in
shares of the Transferor occurring on or prior to October 24,
1995.  The stock transfer records of the Transferor shall be
closed permanently as of the Closing.

         EIGHTH:  The terms and conditions of the transaction set
forth in these Articles of Transfer were advised, authorized and
approved by the Transferor and the Transferee in the manner and
by the vote required by their respective charters and the laws of
Maryland.  The manner of approval by the Transferor and the
Transferee of the transaction set forth in these Articles of
Transfer is as follows:

         (a) The Board of Directors of the Transferor adopted a
resolution which declared that the transaction set forth in these
Articles of Transfer is advisable and directed that the
transaction be submitted for consideration by the shareholders at
a Special Meeting held on October 10, 1995.  The transaction was
approved by more than a majority of the votes entitled to be cast
by the shareholders of the Transferor on October 10, 1995.

         (b) The Board of Directors of the Transferee approved
the transaction set forth in these Articles of Transfer at
meetings held on June 27, 1995 and July 18, 1995.











                                3



<PAGE>

         NINTH:  These Articles of Transfer will become effective
at 5:00 p.m. on October 27, 1995.

         IN WITNESS WHEREOF, as of the ___ day of October, 1995,
the Transferor and the Transferee have caused these Articles of
Transfer to be signed in their respective corporate names and on
their behalf by their respective                       , who
acknowledge that these Articles of Transfer are the corporate act
of the Transferor and Transferee and that to the best of their
knowledge, information and belief and under the penalties of
perjury, all matters and facts with respect to authorization and
approval of the transfer contained in these Articles of Transfer
are true in all material respects.


ATTEST:                      THE GLOBAL PRIVATIZATION FUND, INC.

     /s/ Edmund P. Bergan, Jr.        /s/ John D. Carifa
By:  _____________________      By:  ______________________________
     Title:                             Title:



ATTEST:                            ALLIANCE WORLDWIDE
                                   PRIVATIZATION
                                   FUND, INC.


By:  ____________________     By:  ____________________________
     Title:                             Title:















                                4

00250159.BL4





<PAGE>

           ALLIANCE WORLDWIDE PRIVATIZATION FUND, INC.

                     ARTICLES SUPPLEMENTARY

         Alliance Worldwide Privatization Fund, Inc., a Maryland
corporation having its principal office in the City of Baltimore
(hereinafter called the "Corporation"), certifies that:

         FIRST:    The Board of Directors of the Corporation
hereby re-classifies the 3,000,000,000 shares of Class D Common
Stock as 3,000,000,000 shares of Advisor Class Common Stock.

         SECOND:   The shares of the Advisor Class Common Stock as
so classified by the Corporation's Board of Directors shall have
the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption previously set forth in Article
FIFTH of the Corporation's Articles of Incorporation with respect
to the former Class D Common Stock and shall be subject to all
provisions of the Articles of Incorporation relating to stock of
the Corporation generally, and those set forth as follows:

              At such times (which may vary among holders of
         Advisor Class common stock) as may be determined by the
         Board of Directors (or with the authorization of the
         Board of Directors, by the officers of the Corporation)
         in accordance with the Investment Company Act of 1940,
         applicable rules and regulations thereunder and
         applicable rules and regulations of the National
         Association of Securities Dealers, Inc., as memorialized
         in resolutions duly adopted by the Board of Directors and
         from time to time reflected in the registration statement
         of the Corporation (the "Corporation's Registration
         Statement"), certain of the shares of Advisor Class
         Common Stock of the Corporation may be automatically
         converted into shares of another class of stock of the
         Corporation based on the relative net asset values of
         such classes at the time of conversion, subject, however,
         to any terms or conditions of conversion that may be
         imposed by the Board of Directors (or with the
         authorization of the Board of Directors, by the officers
         of the Corporation) as are memorialized in resolutions
         duly adopted by the Board of Directors and reflected in
         the Corporation's Registration Statement.

         THIRD:    The shares aforesaid have been duly classified
by the Corporation's Board of Directors pursuant to authority and
power contained in the Corporation's Articles of Incorporation.
 
         IN WITNESS WHEREOF, Alliance Worldwide Privatization
Fund, Inc. has caused these Articles Supplementary to be executed



<PAGE>

by its Chairman of the Board and attested by its Secretary and
its corporate seal to be affixed on this 30th day of September,
1996.  The Chairman of the Board of the Corporation who signed
these Articles Supplementary acknowledges them to be the act of
the Corporation and states under the penalties of perjury that,
to the best of his knowledge, information and belief, the matters
and facts set forth herein relating to authorization and approval
hereof are true in all material respects.

                        ALLIANCE WORLDWIDE PRIVATIZATION
                         FUND, INC.

                            /s/ John D. Carifa
[CORPORATE SEAL]        By:___________________________
                           John D. Carifa
                           Chairman

         /s/ Edmund P. Bergan, Jr.
Attested:_____________________
         Edmund P. Bergan, Jr.,
         Secretary
































                                2
00250202.AO8





<PAGE>





                            AGREEMENT
                             BETWEEN
                  BROWN BROTHERS HARRIMAN & CO.

                               AND

           ALLIANCE WORLDWIDE PRIVATIZATION FUND, INC.



<PAGE>

                       CUSTODIAN AGREEMENT

         AGREEMENT made this 22nd day of April, 1994 between

ALLIANCE WORLDWIDE PRIVATIZATION FUND, INC. (the "Fund") and

Brown Brothers Harriman & Co. (the "Custodian").

         WITNESSETH: That in consideration of the mutual

covenants and agreements herein contained, the parties hereto

agree as follows:

         1.   The Fund hereby employs and appoints the Custodian

as a custodian for the term and subject to the provisions of this

Agreement. The Custodian shall not be under any duty or

obligation to require the Fund to deliver to it any securities or

funds owned by the Fund and shall have no responsibility or

liability for or on account of securities or funds not so

delivered. The Fund will deposit with the Custodian copies of the

Articles of Incorporation and By-Laws (or comparable documents)

of the Fund and all amendments thereto, and copies of such votes

and other proceedings of the Fund as may be necessary for or

convenient to the Custodian in the performance of its duties.

         2.   Except for securities and funds held by

subcustodians appointed pursuant to the provisions of Section 3

hereof, the Custodian shall have and perform the following powers

and duties:

         A.   Safekeeping - To keep safely the securities of the

Fund that have been delivered to the Custodian and from time to

time to receive delivery of securities for safekeeping.




                                2



<PAGE>

         B.   Manner of Holding Securities - To hold securities

of the Fund (1) by physical possession of the share certificates

or other instruments representing such securities in registered

or bearer form, or (2) in book-entry form by a Securities System

(as said term is defined in Section 2U).

         C.   Registered Name; Nominee - To hold registered

securities of the Fund (1) in the name or any nominee name of the

Custodian or the Fund, or in the name or any nominee name of any

agent appointed pursuant to Section 6E, or (2) in street

certificate form, so-called, and in any case with or without any

indication of fiduciary capacity.

         D.   Purchases - Upon receipt of Proper Instructions, as

defined in Section Y on Page 17, insofar as funds are available

for the purpose, to pay for and receive securities purchased for

the account of the Fund, payment being made only upon receipt of

the securities (1) by the Custodian, or (2) by a clearing

corporation of a national securities exchange of which the

Custodian is a member, or (3) by a Securities System. However,

(i) in the case of repurchase agreements entered into by the

Fund, the Custodian (as well as an Agent) may release funds to a

Securities System or to a Subcustodian prior to the receipt of

advice from the Securities System or Subcustodian that the

securities underlying such repurchase agreement have been

transferred by book entry into the Account (as defined in Section

2U) of the Custodian (or such Agent) maintained with such




                                3



<PAGE>

Securities System or Subcustodian, so long as such payment

instructions to the Securities System or Subcustodian include a

requirement that delivery is only against payment for securities,

(ii) in the case of foreign exchange contracts, options, time

deposits, call account deposits, currency deposits, and other

deposits, contracts or options pursuant to Sections 2J, 2L, 2M

and 2N, the Custodian may make payment therefor without receiving

an instrument evidencing said deposit, contract or option so long

as such payment instructions detail specific securities to be

acquired, and (iii) in the case of securities in which payment

for the security and receipt of the instrument evidencing the

security are under generally accepted trade practice or the terms

of the instrument representing the security expected to take

place in different locations or through separate parties, such as

commercial paper which is indexed to foreign currency exchange

rates, derivatives and similar securities, the Custodian may make

payment for such securities prior to delivery thereof in

accordance with such generally accepted trade practice or the

terms of the instrument representing such security.

         E.   Exchanges - Upon receipt of proper instructions, to

exchange securities held by it for the account of the Fund for

other securities in connection with any reorganization,

recapitalization, split-up of shares, change of par value,

conversion or other event, and to deposit any such securities in

accordance with the terms of any reorganization or protective




                                4



<PAGE>

plan. Without such instructions, the Custodian may surrender

securities in temporary form for definitive securities, may

surrender securities for transfer into a name or nominee name as

permitted in Section 2C, and may surrender securities for a

different number of certificates or instruments representing the

same number of shares or same principal amount of indebtedness,

provided the securities to be issued are to be delivered to the

Custodian and further provided custodian shall at the time of

surrendering securities or instruments receive a receipt or other

evidence of ownership thereof.

         F.   Sales of Securities - Upon receipt of proper

instructions, to make delivery of securities which have been sold

for the account of the Fund, but only against payment therefor

(1) in cash, by a certified check, bank cashier's check, bank

credit, or bank wire transfer, or (2) by credit to the account of

the Custodian with a clearing corporation of a national

securities exchange of which the Custodian is a member, or (3) by

credit to the account of the Custodian or an Agent of the

Custodian with a Securities System; provided, however, that (i)

in the case of delivery of physical certificates or instruments

representing securities, the Custodian may make delivery to the

broker buying the securities, against receipt therefor, for

examination in accordance with "street delivery" custom, provided

that the payment therefor is to be made to the Custodian (which

payment may be made by a broker's check) or that such securities




                                5



<PAGE>

are to be returned to the Custodian, and (ii) in the case of

securities referred to in clause (iii) of the last sentence of

Section 2D, the Custodian may make settlement, including with

respect to the form of payment, in accordance with generally

accepted trade practice relating to such securities or the terms

of the instrument representing said security.

         G.   Depositary Receipts - Upon receipt of proper

instructions, to instruct a subcustodian appointed pursuant to

Section 3 hereof (a "Subcustodian") or an agent of the Custodian

appointed pursuant to Section 6E hereof (an "Agent") to surrender

securities to the depositary used by an issuer of American

Depositary Receipts or International Depositary Receipts

(hereinafter collectively referred to as "ADRs") for such

securities against a written receipt therefor adequately

describing such securities and written evidence satisfactory to

the Subcustodian or Agent that the depositary has acknowledged

receipt of instructions to issue with respect to such securities

ADRs in the name of the Custodian, or a nominee of the Custodian,

for delivery to the Custodian in Boston, Massachusetts, or at

such other place as the Custodian may from time to time

designate.

         Upon receipt of proper instructions, to surrender ADRs

to the issuer thereof against a written receipt therefor

adequately describing the ADRs surrendered and written evidence

satisfactory to the Custodian that the issuer of the ADRs has




                                6



<PAGE>

acknowledged receipt of instructions to cause its depositary to

deliver the securities underlying such ADRs to a Subcustodian or

an Agent.

         H.   Exercise of Rights; Tender Offers - Upon timely

receipt of proper instructions, to deliver to the issuer or

trustee thereof, or to the agent of either, warrants, puts,

calls, rights or similar securities for the purpose of being

exercised or sold, provided that the new securities and cash, if

any, acquired by such action are to be delivered to the

Custodian, and, upon receipt of proper instructions, to deposit

securities upon invitations for tenders of securities, provided

that the consideration is to be paid or delivered or the tendered

securities are to be returned to the Custodian.

         I.   Stock Dividends, Rights, Etc. - To receive and

collect all stock dividends, rights and other items of like

nature; and to deal with the same pursuant to proper instructions

relative thereto.

         J.   Options - Upon receipt of proper instructions, to

receive and retain confirmations or other documents evidencing

the purchase of writing of an option on a security or securities

index by the Fund; to deposit and maintain in a segregated

account, either physically or by book-entry in a Securities

System, securities subject to a covered call option written by

the Fund; and to release and/or transfer such securities or other

assets only in accordance with a notice or other communication




                                7



<PAGE>

evidencing the expiration, termination or exercise of such

covered option furnished by The Options Clearing Corporation, the

securities or options exchange on which such covered option is

traded or such other organization as may be responsible for

handling such options transactions.

         K.   Borrowings - Upon receipt of proper instructions,

to deliver securities of the Fund to lenders or their agents as

collateral for borrowings effected by the Fund, provided that

such borrowed money is payable to or upon the Custodian's order

as Custodian for the Fund.

         L.   Demand Deposit Bank Accounts - To open and operate

an account or accounts in the name of the Fund on the Custodian's

books subject only to draft or order by the Custodian. All funds

received by the Custodian from or for the account of the Fund

shall be deposited in said account(s). The responsibilities of

the Custodian to the Fund for deposits accepted on the

Custodian's books shall be that of a U. S. bank for a similar

deposit.

         If and when authorized by proper instructions, the

Custodian may open and operate an additional account(s) in such

other banks or trust companies as may be designated by the Fund

in such instructions (any such bank or trust company so

designated by the Fund being referred to hereafter as a "Banking

Institution"), provided that such account(s) shall be in the name

of the Custodian for account of the Fund and subject only to the




                                8



<PAGE>

Custodian's draft or order. Such accounts may be opened with

Banking Institutions in the United States and in other countries

and may be denominated in either U. S. Dollars or other

currencies as the Fund may determine. All such deposits shall be

deemed to be portfolio securities of the Fund and accordingly the

responsibility of the Custodian therefore shall be the same as

and no greater than the Custodian's responsibility in respect of

other portfolio securities of the Fund.

         M.   Interest Bearing Call or Time Deposits - To place

interest bearing fixed term and call deposits with such banks and

in such amounts as the Fund may authorize pursuant to proper

instructions. Such deposits may be placed with the Custodian or

with Subcustodians or other Banking Institutions as the Fund may

determine. Deposits may be denominated in U. S. Dollars or other

currencies and need not be evidenced by the issuance or delivery

of a certificate to the Custodian, provided that the Custodian

shall include in its records with respect to the assets of the

Fund, appropriate notation as to the amount and currency of each

such deposit, the accepting Banking Institution, and other

appropriate details. Such deposits, other than those placed with

the Custodian, shall be deemed portfolio securities of the Fund

and the responsibilities of the Custodian therefor shall be the

same as those for demand deposit bank accounts placed with other

banks, as described in Section L of this agreement. The

responsibility of the Custodian for such deposits accepted on the




                                9



<PAGE>

Custodian's books shall be that of a U. S. bank for a similar

deposit.

         N.   Foreign Exchange Transactions and Futures Contracts

- - Pursuant to proper instructions, to enter into foreign exchange

contracts or options to purchase and sell foreign currencies for

spot and future delivery on behalf and for the account of the

Fund. Such transactions may be undertaken by the Custodian with

such Banking Institutions, including the Custodian and

Subcustodian(s) as principals, as approved and authorized by the

Fund. Foreign exchange contracts and options other than those

executed with the Custodian, shall be deemed to be portfolio

securities of the Fund and the responsibilities of the Custodian

therefor shall be the same as those for demand deposit bank

accounts placed with other banks as described in Section 2-L of

this agreement. Upon receipt of proper instructions, to receive

and retain confirmations evidencing the purchase or sale of a

futures contract or an option on a futures contract by the Fund;

to deposit and maintain in a segregated account, for the benefit

of any futures commission merchant or to pay to such futures

commission merchant, assets designated by the fund as initial,

maintenance or variation "margin" deposits intended to secure the

Fund's performance of its obligations under any futures contracts

purchased or sold or any options on futures contracts written by

the Fund, in accordance with the provisions of any agreement or

agreements among any of the Fund, the Custodian and such futures




                               10



<PAGE>

commission merchant, designated to comply with the rules of the

Commodity Futures Trading Commission and/or any contract market,

or any similar organization or organizations, regarding such

margin deposits; and to release and/or transfer assets in such

margin accounts only in accordance with any such agreements or

rules.

         O.   Stock Loans - Upon receipt of proper instructions,

to deliver securities of the Fund, in connection with loans of

securities by the Fund, to the borrower thereof upon the receipt

of the cash collateral, if any, for such borrowing. In the event

U. S. Government securities are to be used as collateral, the

Custodian will not release the securities to be loaned until it

has received confirmation that such collateral has been delivered

to the Custodian. The Custodian and Fund understand that the

timing of receipt of such confirmation will normally require that

the delivery of securities to be loaned will be made one day

after receipt of the U. S. Government collateral.

         P.   Collections - To collect, receive and deposit in

said account or accounts all income, payments of principal and

other payments with respect to the securities held hereunder, and

in connection therewith to deliver the certificates or other

instruments representing the securities to the issuer thereof or

its agent when securities are called, redeemed, retired or

otherwise become payable; provided, that the payment is to be

made in such form and manner and at such time, which may be after




                               11



<PAGE>

delivery by the Custodian of the instrument representing the

security, as is in accordance with the terms of the instrument

representing the security, or such proper ins~ructions as the

Custodian may receive, or governmental regulations, the rules of

Securities Systems or other U.S. securities depositories and

clearing agencies or, with respect to securities referred to in

clause (iii) of the last sentence of Section 2D, in accordance

with generally accepted trade practice; (ii) to execute ownership

and other certificates and affidavits for all federal and state

tax purposes in connection with receipt of income or other

payments with respect to securities of the Fund or in connection

with transfer of securities, and (iii) pursuant to proper

instructions to take such other actions with respect to

collection or receipt of funds or transfer of securities which

involve an investment decision.

         Q.   Dividends, Distributions and Redemptions - Upon

receipt of proper instructions from the Fund, or upon receipt of

instructions from the Fund's shareholder servicing agent or agent

with comparable duties (the "Shareholder Servicing Agent") (given

by such person or persons and in such manner on behalf of the

Shareholder Servicing Agent as the Fund shall have authorized),

the Custodian shall release funds or securities to the

Shareholder Servicing Agent or otherwise apply funds or

securities, insofar as available, for the payment of dividends or

other distributions to Fund shareholders. Upon receipt of proper




                               12



<PAGE>

instructions from the Fund, or upon receipt of instructions from

the Shareholder Servicing Agent (given by such person or persons

and in such manner on behalf of the Shareholder Servicing Agent

as the Fund shall have authorized), the Custodian shall release

funds or securities, insofar as available, to the Shareholder

Servicing Agent or as such Agent shall otherwise instruct for

payment to Fund shareholders who have delivered to such Agent a

request for repurchase or redemption of their shares of capital

stock of the Fund.

         R.   Proxies, Notices, Etc. - Promptly to deliver or

mail to the Fund all forms of proxies and all notices of meetings

and any other notices or announcements affecting or relating to

securities owned by the Fund that are received by the Custodian,

and upon receipt of proper instructions, to execute and deliver

or cause its nominee to execute and deliver such proxies or other

authorizations as may be required. Neither the Custodian nor its

nominee shall vote upon any of such securities or execute any

proxy to vote thereon or give any consent or take any other

action with respect thereto (except as otherwise herein provided)

unless ordered to do so by proper instructions.

         S.   Nondiscretionary Details - Without the necessity of

express authorization from the Fund, (1) to attend to all

nondiscretionary details in connection with the sale, exchange,

substitution, purchase, transfer or other dealings with

securities, funds or other property of the Portfolio held by the




                               13



<PAGE>

Custodian except as otherwise directed from time to time by the

Directors of the Fund, and (2) to make payments to itself or

others for minor expenses of handling securities or other-similar

items relating to the Custodian's duties under this Agreement,

provided that all such payments shall be accounted for to the

Fund.

         T.   Bills - Upon receipt of proper instructions, to pay

or cause to be paid, insofar as funds are available for the

purpose, bills, statements, or other obligations of the Fund.

         U.   Deposit of Fund Assets in Securities Systems - The

Custodian may deposit and/or maintain securities owned by the

Fund in (i) The Depository Trust Company, (ii) any book-entry

system as provided in Subpart O of Treasury Circular No. 300, 31

CFR 306, Subpart B of 31 CFR Part 350, or the book-entry

regulations of federal agencies substantially in the form of

Subpart O, or (iii) any other domestic clearing agency registered

with the Securities and Exchange Commission under Section 17A of

the Securities Exchange Act of 1934 which acts as a securities

depository and whose use the Fund has previously approved in

writing (each of the foregoing being referred to in this

Agreement as a "Securities System"). Utilization of a Securities

System shall be in accordance with applicable Federal Reserve

Board and Securities and Exchange Commission rules and

regulations, if any, and subject to the following provisions:






                               14



<PAGE>

         1)   The Custodian may deposit and/or maintain Fund

securities, either directly or through one or more Agents

appointed by the Custodian (provided that any such agent shall be

qualified to act as a custodian of the Fund pursuant to the

Investment Company Act of 1940 and the rules and regulations

thereunder), in a Securities System provided that such securities

are represented in an account ("Account") of the Custodian or

such Agent in the Securities System which shall not include any

assets of the Custodian or Agent other than assets held as a

fiduciary, custodian, or otherwise for customers;

         2)   The records of the Custodian with respect to

securities of the Fund which are maintained in a Securities

System shall identify by book-entry those securities belonging to

the Fund;

         3)   The Custodian shall pay for securities purchased

for the account of the Fund upon (i) receipt of advice from the

Securities System that such securities have been transferred to

the Account, and (ii) the making of an entry on the records of

the Custodian to reflect such payment and transfer for the

account of the Fund. The Custodian shall Transfer securities sold

for the account of the Fund upon (i) receipt of advice from the

Securities System that payment for such securities has been

transferred to the Account, and (ii) the making of an entry on

the records of the Custodian to reflect such transfer and payment

for the account of the Fund. Copies of all advices from the




                               15



<PAGE>

Securities System of transfers of securities for the account of

the Fund shall identify the Fund, be maintained for the Fund by

the Custodian or an Agent as referred to above, and be provided

to the Fund at its request. The Custodian shall furnish the Fund

confirmation of each transfer to or from the account of the Fund

in the form of a written advice or notice and shall furnish to

the Fund copies of daily transaction sheets reflecting each day's

transactions in the Securities System for the account of the Fund

on the next business day;

         4)   The Custodian shall provide the Fund with any

report obtained by the Custodian or any Agent as referred to

above on the Securities System's accounting system, internal

accounting control and procedures for safeguarding securities

deposited in the Securities System; and the Custodian and such

Agents shall send to the Fund such reports on their own systems

of internal accounting control as the Fund may reasonably request

from time to time.

         5)   At the written request of the Fund, the Custodian

will terminate the use of any such Securities System on behalf of

the Fund as promptly as practicable.

         V.   Other Transfers - Upon receipt of Proper

Instructions, to deliver securities, funds and other property of

the Fund to a Subcustodian or another custodian of the Fund; and,

upon receipt of proper instructions, to make such other

disposition of securities, funds or other property of the Fund in




                               16



<PAGE>

a manner other than or for purposes other than as enumerated

elsewhere in this Agreement, provided that the instructions

relating to such disposition shall include a statement of the

purpose for which the delivery is to be made, the amount of

securities to be delivered and the name of the person or persons

to whom delivery is to be made.

         W.   Investment Limitations - In performing its duties

generally, and more particularly in connection with the purchase,

sale and exchange of securities made by or for the Fund, the

Custodian may assume unless and until notified in writing to the

contrary that proper instructions received by it are not in

conflict with or in any way contrary to any provisions of the

Fund's Articles of Incorporation or By-Laws (or comparable

documents) or votes or proceedings of the shareholders or

Directors of the Fund. The Custodian shall in no event be liable

to the Fund and shall be indemnified by the Fund for any

violation which occurs in the course of carrying out instructions

given by the Fund of any investment limitations to which the Fund

is subject or other limitations with respect to the Fund's powers

to make expenditures, encumber securities, borrow or take similar

actions affecting its portfolio.

         X.   Restricted Securities - Notwithstanding any other

provision of this Agreement, the Custodian shall not be liable

for failure to take any action in respect of a "restricted

security" (as hereafter defined) if the Custodian has not




                               17



<PAGE>

received Proper Instructions to take such action (including but

not limited to the failure to exercise in a timely manner any

right in respect of any restricted security) unless the

Custodian's responsibility to take such action is set forth in a

writing, agreed upon by the Custodian and the Fund or the

investment adviser of the Fund, which specifies particular

actions the Custodian is to take without Proper Instructions in

respect of specified rights and obligations pertaining to a

particular restricted security. Further, the Custodian shall not

be responsible for transmitting to the Fund information

concerning a restricted security, such as with respect to

exercise periods and expiration dates for rights relating to the

restricted security, except such information which the Custodian

actually receives or which is published in a source which is

publicly distributed and generally recognized as a major source

of information with respect to corporate actions of securities

similar to the particular restricted security. As used herein,

the term "restricted securities" shall mean securities which are

subject to restrictions on transfer, whether by reason of

contractual restrictions or federal, state or foreign securities

or similar laws, or securities which have special rights or

contractual features which do not apply to publicly-traded shares

of, or comparable interests representing, such security.

         Y.   Proper Instructions - Proper instructions shall

mean a tested telex from the Fund or a written request,




                               18



<PAGE>

direction, instruction or certification signed or initialed on

behalf of the Fund by one or more person or persons as the Board

of Directors of the Fund shall have from time to time authorized,

provided, however, that no such instructions directing the

delivery of securities or the payment of funds to an authorized

signatory of the Fund shall be signed by such person. Those

persons authorized to give proper instructions may be identified

by the Board of Directors by name, title or position and will

include at least one officer empowered by the Board to name other

individuals who are authorized to give proper instructions on

behalf of the Fund. Telephonic or other oral instructions given

by any one of the above persons will be considered proper

instructions if the Custodian reasonably believes them to have

been given by a person authorized to give such instructions with

respect to the transaction involved. Oral instructions will be

confirmed by tested telex or in writing in the manner set forth

above but the lack of such confirmation shall in no way affect

any action taken by the Custodian in reliance upon such oral

instructions. The Fund authorizes the Custodian to tape record

any and all telephonic or other oral instructions given to the

Custodian by or on behalf of the Fund (including any of its

officers, Directors, employees or agents) and will deliver to the

Custodian a similar authorization from any investment manager or

adviser or person or entity with similar responsibilities which

is authorized to give proper instructions on behalf of the Fund




                               19



<PAGE>

to the Custodian. Proper instructions may relate to specific

transactions or to types or classes of transactions, and may be

in the form of standing instructions.

         Proper instructions may include communications effected

directly between electro-mechanical or electronic devices or

systems, in addition to tested telex, provided that the Fund and

the Custodian agree to the use of such device or system.

         3.   Securities, funds and other property of the Fund

may be held by subcustodians appointed pursuant to the provisions

of this Section 3 (a "Subcustodian"). The Custodian may, at any

time and from time to time, appoint any bank or trust company

(meeting the requirements of a custodian or a foreign custodian

under the Investment Company Act of 1940 and the rules and

regulations thereunder) to act as a Subcustodian for the Fund,

provided that the Fund shall have approved in writing (1) any

such bank or trust company and the subcustodian agreement to be

entered into between such bank or trust company and the

Custodian, and (2) if the subcustodian is a bank organized under

the laws of a country other than the United States, the holding

of securities, cash and other property of the Fund in the country

in which it is proposed to utilize the services of such

subcustodian. Upon such approval by the Fund, the Custodian is

authorized on behalf of the Fund to notify each Subcustodian of

its appointment as such. The Custodian may, at any time in its

discretion, remove any bank or trust company that has been




                               20



<PAGE>

appointed as a Subcustodian but will promptly notify the Fund of

any such action.

         Those Subcustodians, their offices or branches which the

Fund has approved to date are set forth on Appendix A hereto.

Such Appendix shall be amended from time to time as

Subcustodians, branches or offices are changed, added or deleted.

The Fund shall be responsible for informing the Custodian

sufficiently in advance of a proposed investment which is to be

held at a location not listed on Appendix A, in order that there

shall be sufficient time for the Fund to give the approval

required by the preceding paragraph and for the Custodian to put

the appropriate arrangements in place with such Subcustodian

pursuant to such subcustodian agreement.

         Although the Fund does not intend to invest in a country

before the foregoing procedures have been completed, in the event

that an investment is made prior to approval, if practical, such

security shall be removed to an approved location or if not

practical such security shall be held by such agent as the

Custodian may appoint. In such event, the Custodian shall be

liable to the Fund for the actions of such agent if and only to

the extent the Custodian shall have recovered from such agent for

any damages caused the Fund by such agent and provided that the

Custodian shall pursue its rights against such agent.

         With respect to the securities and funds held by a

Subcustodian, either directly or indirectly, including demand and




                               21



<PAGE>

interest bearing deposits, currencies or other deposits and

foreign exchange contracts as referred to in Sections 2K, 2L or

2M, the Custodian shall be liable to the Fund if and only to the

extent that such Subcustodian is liable to the Custodian;

provided, however, that the Custodian shall be liable to the Fund

for losses resulting from the bankruptcy or insolvency of a

Subcustodian if and only to the extent that such Subcustodian is

liable to the Custodian and the Custodian recovers from such

Subcustodian under the applicable subcustodian agreement. The

Custodian shall nevertheless be liable to the Fund for its own

negligence in transmitting any instructions received by it from

the Fund and for its own negligence in connection with the

delivery of any securities or funds held by it to any such

Subcustodian.

         In the event that any Subcustodian appointed pursuant to

the provisions of this Section 3 fails to perform any of its

obligations under the terms and conditions of the applicable

subcustodian agreement, the Custodian shall use its best efforts

to cause such Subcustodian to perform such obligations. In the

event that the Custodian is unable to cause such Subcustodian to

perform fully its obligations thereunder, the Custodian shall

forthwith upon the Fund's request terminate such Subcustodian

and, if necessary or desirable, appoint another subcustodian in

accordance with the provisions of this Section 3. At the election

of the Fund, it shall have the right to enforce, to the extent




                               22



<PAGE>

permitted by the subcustodian agreement and applicable law, the

Custodian's rights against any such Subcustodian for loss or

damage caused the Fund by such Subcustodian. 

         At the written request of the Fund, the Custodian will

terminate any subcustodian appointed pursuant to the provisions

of this Section 3 in accordance with the termination provisions

under the applicable subcustodian agreement. The Custodian will

not amend any subcustodian agreement or agree to change or permit

any changes thereunder except upon the prior written approval of

the Fund.

         In the event the Custodian receives a claim from a

Subcustodian under the indemnification provisions of any

subcustodian agreement, the Custodian shall promptly give written

notice to the Fund of such claim. No more than thirty days after

written notice to the Fund of the Custodian's intention to make

such payment, the Fund will reimburse the Custodian the amount of

such payment except in respect of any negligence or misconduct of

the Custodian.

         4.   The Custodian may assist generally in the

preparation of reports to Fund shareholders and others, audits of

accounts, and other ministerial matters of like nature.

         5.   The Fund hereby also appoints the Custodian as its

financial agent. With respect to the appointment as financial

agent, the Custodian shall have and perform the following powers

and duties:




                               23



<PAGE>

         A.   Records - To create, maintain and retain such

records relating to its activities and obligations under this

Agreement as are required under the Investment Company Act of

1940 and the rules and regulations thereunder (including Section

31 thereof and Rules 31a-1 and 31a-2 thereunder) and under

applicable Federal and State tax laws. All such records will be

the property of the Fund and in the event of termination of this

Agreement shall be delivered to the successor custodian, and the

Custodian agrees to cooperate with the Fund in execution of

documents and other action necessary or desirable in order to

substitute the successor custodian for the custodian under their

agreement.

         B.   Accounts - To keep books of account and render

statements, including interim monthly and complete quarterly

financial statements, or copies thereof, from time to time as

reasonably requested by proper instructions.

         C.   Access to Records - Subject to security

requirements of the Custodian applicable to its own employees

having access to similar records within the Custodian and such

regulations as may be reasonably imposed by the Custodian, the

books and records maintained by the Custodian pursuant to

Sections SA and 5B shall be open to inspection and audit at

reasonable times by officers of, attorneys for, and auditors

employed by, the Fund.






                               24



<PAGE>

         D.   Disbursements - Upon receipt of proper

instructions, to pay or cause to be paid, insofar as funds are

available for the purpose, bills, statements and other

obligations of the Fund (including but not limited to interest

charges, taxes, management fees, compensation to Fund officers

and employees, and other operating expenses of the Fund).

         6.   A.   The Custodian shall not be liable for any

action taken or omitted in reliance upon proper instructions

believed by it to be genuine or upon any other written notice,

request, direction, instruction, certificate or other instrument

believed by it to be genuine and signed by the proper party or

parties.

         The Secretary or Assistant Secretary of the Fund shall

certify to the Custodian the names, signatures and scope of

authority of all persons authorized to give proper instructions

or any other such notice, request, direction, instruction,

certificate or instrument on behalf of the Fund, the names and

signatures of the officers of the Fund, the name and address of

the Shareholder Servicing Agent, and any resolutions, votes,

instructions or directions of the Fund's Board of Directors or

shareholders. Such certificate may be accepted and relied upon by

the Custodian as conclusive evidence of the facts set forth

therein and may be considered in full force and effect until

receipt of a similar certificate to the contrary.






                               25



<PAGE>

         So long as and to the extent that it is in the exercise

of reasonable care, the Custodian shall not be responsible for

the title, validity or genuineness of any property or evidence of

title thereto received by it or delivered by it pursuant to this

Agreement.

         The Custodian shall be entitled, at the expense of the

Fund, to receive and act upon advice of counsel (who may be

counsel for the Fund) on all matters, and the Custodian shall be

without liability for any action reasonably taken or omitted

pursuant to such advice.

         B.   With respect to the portfolio securities, cash and

other property of the Fund held by a Securities System, the

Custodian shall be liable to the Fund only for any loss or damage

to the Fund resulting from use of the Securities System if caused

by any negligence, misfeasance or misconduct of the Custodian or

any of its agents or of any of its or their employees or from any

failure of the Custodian or any such agent to enforce effectively

such rights as it may have against the Securities System.

         C.   Except as may otherwise be set forth in this

Agreement with respect to particular matters, the Custodian shall

be held only to the exercise of reasonable care and diligence in

carrying out the provisions of this Agreement, provided that the

Custodian shall not thereby be required to take any action which

is in contravention of any applicable law. However, nothing

herein shall exempt the Custodian from liability due to its own




                               26



<PAGE>

negligence or willful misconduct. The Fund agrees to indemnify

and hold harmless the Custodian and its nominees from all claims

and liabilities (including counsel fees) incurred or assessed

against it or its nominees in connection with the performance of

this Agreement, except such as may arise from its or its

nominee's breach of the relevant standard of conduct set forth in

this Agreement. Without limiting the foregoing indemnification

obligation of the Fund, the Fund agrees to indemnify the

Custodian and its nominees against any liability the Custodian or

such nominee may incur by reason of taxes assessed to the

Custodian or such nominee or other costs, liability or expense

incurred by the Custodian or such nominee resulting directly or

indirectly from the fact that portfolio securities or other

property of the Fund is registered in the name of the Custodian

or such nominee.

         In order that the indemnification provisions contained

in this Paragraph 6-C shall apply, however, it is understood that

if in any case the Fund may be asked to indemnify or hold the

Custodian harmless, the Fund shall be fully and promptly advised

of all pertinent facts concerning the situation in question, and

it is further understood that the Custodian will use all

reasonable care to identify and notify the Fund promptly

concerning any situation which presents or appears likely to

present the probability of such a claim for indemnification

against the Fund. The Fund shall have the option to defend the




                               27



<PAGE>

Custodian against any claim which may be the subject of this

indemnification, and in the event that the Fund so elects it will

so notify the Custodian, and thereupon the Fund shall take over

complete defense of the claim, and the Custodian shall in such

situation initiate no further legal or other expenses for which

it shall seek indemnification under this Paragraph 6-C. The

Custodian shall in no case confess any claim or make any

compromise in any case in which the Fund will be asked to

indemnify the Custodian except with the Fund's prior written

consent.

         It is also understood that the Custodian shall not be

liable for any loss involving any securities, currencies,

deposits or other property of the Fund, whether maintained by it,

a Subcustodian, an agent of the Custodian or a Subcustodian, a

Securities System, or a Banking Institution, or a loss arising

from a foreign currency transaction or contract, resulting from a

Sovereign Risk. A "Sovereign Risk" shall mean nationalization,

expropriation, devaluation, revaluation, confiscation, seizure,

cancellation, destruction or similar action by any governmental

authority, de facto or de jure; or enactment, promulgation,

imposition or enforcement by any such governmental authority of

currency restrictions, exchange controls, taxes, levies or other

charges affecting the Fund's property; or acts of war, terrorism,

insurrection or revolution; or any other similar act or event

beyond the Custodian's control.




                               28



<PAGE>

         D.   The Custodian shall be entitled to receive

reimbursement from the Fund on demand, in the manner provided in

Section 7, for its cash disbursements, expenses and charges

(including the fees and expenses of any Subcustodian or any

Agent) in connection with this Agreement, but excluding salaries

and usual overhead expenses.

         E.   The Custodian may at any time or times in its

discretion appoint (and may at any time remove) any other bank or

trust company as its agent (an "Agent") to carry out such of the

provisions of this Agreement as the Custodian may from time to

time direct, provided, however, that the appointment of such

Agent (other than an Agent appointed pursuant to the third

paragraph of Section 3) shall not relieve the Custodian of any of

its responsibilities under this agreement.

         F.   Upon request, the Fund shall deliver to the

Custodian such proxies, powers of attorney or other instruments

as may be reasonable and necessary or desirable in connection

with the performance by the Custodian or any Subcustodian of

their respective obligations under this Agreement or any

applicable subcustodian agreement.

         7.   The Fund shall pay the Custodian a custody fee

based on such fee schedule as may from time to time be agreed

upon in writing by the Custodian and the Fund. Such fee, together

with all amounts for which the Custodian is to be reimbursed in

accordance with Section 6D, shall be billed to the Fund in such a




                               29



<PAGE>

manner as to permit payment by a direct cash payment to the

Custodian.

         8.   This Agreement shall continue in full force and

effect until terminated by either party by an instrument in

writing delivered or mailed, postage prepaid, to the other party,

such termination to take effect not sooner than seventy five (75)

days after the date of such delivery or mailing. In the event of

termination the Custodian shall be entitled to receive prior to

delivery of the securities, funds and other property held by it

all accrued fees and unreimbursed expenses the payment of which

is contemplated by Sections 6D and 7, upon receipt by the Fund of

a statement setting forth such fees and expenses.

         In the event of the appointment of a successor

custodian, it is agreed that the funds and securities owned by

the Fund and held by the Custodian or any Subcustodian shall be

delivered to the successor custodian, and the Custodian agrees to

cooperate with the Fund in execution of documents and performance

of other actions necessary or desirable in order to substitute

the successor custodian for the Custodian under this Agreement.

         9.   This Agreement constitutes the entire understanding

and agreement of the parties hereto with respect to the subject

matter hereof. No provision of this Agreement may be amended or

terminated except by a statement in writing signed by the party

against which enforcement of the amendment or termination is

sought.




                               30



<PAGE>

         In connection with the operation of this Agreement, the

Custodian and the Fund may agree in writing from time to time on

such provisions interpretative of or in addition to the

provisions of this Agreement as may in their joint opinion be

consistent with the general tenor of this Agreement. No

interpretative or additional provisions made as provided in the

preceding sentence shall be deemed to be an amendment of this

Agreement.

         10.  This instrument is executed and delivered in The

Commonwealth of Massachusetts and shall be governed by and

construed according to the laws of said Commonwealth.

         11.  Notices and other writings delivered or mailed

postage prepaid to the Fund addressed to the Fund at 500 Plaza

Drive 3rd Floor, Secaucus, NJ 07094 or to such other address as

the Fund may have designated to the Custodian in writing, or to

the Custodian at 40 Water Street, Boston, Massachusetts 02109,

Attention: Manager, Securities Department, or to such other

address as the Custodian may have designated to the Fund in

writing, shall be deemed to have been properly delivered or given

hereunder to the respective addressee.

         12.  This Agreement shall be binding on and shall inure

to the benefit of the Fund and the Custodian and their respective

successors and assigns, provided that neither party hereto may

assign this Agreement or any of its rights or obligations

hereunder without the prior written consent of the other party.




                               31



<PAGE>

         13.  This Agreement may be executed in any number of

counterparts, each of which shall be deemed an original. This

Agreement shall become effective when one or more counterparts

have been signed and delivered by each of the parties. 

         IN WITNESS WHEREOF, each of the parties has caused this

Agreement to be executed in its name and behalf on the day and

year first above written.

ALLIANCE WORLDWIDE PRIVATIZATION  BROWN BROTHERS HARRIMAN & CO.


By:____________________________   per pro______________________



































                               32
00250202.AS5





<PAGE>


             ALLIANCE WORLDWIDE PRIVATIZATION, INC.

                    TRANSFER AGENCY AGREEMENT



         AGREEMENT, dated as of April 19, 1994, between Alliance

Worldwide Privatization Fund, Inc., a Maryland Corporation and an

open-end investment company registered with the Securities and

Exchange Commission (the "SEC") under the Investment Company Act

of 1940 (the "Investment Company Act"), having its principal

place of business at 1345 Avenue of Americas, New York, New York

10105 (the "Fund"), and ALLIANCE FUND SERVICES, INC., a Delaware

corporation registered with the SEC as a transfer agent under the

Securities Exchange Act of 1934, having its principal place of

business at 500 Plaza Drive, Secaucus, New Jersey 07094 ("Fund

Services"), provides as follows:

         WHEREAS, Fund Services has agreed to act as transfer

agent to the Fund for the purpose of recording the transfer,

issuance and redemption of shares of each series of the shares of

beneficial interest of the Fund ("Shares" or "Shares of a

Series"), transferring the Shares, disbursing dividends and other

distributions to shareholders of the Fund, and performing such

other services as may be agreed to pursuant hereto;

         NOW THEREFORE, for and in consideration of the mutual

covenants and agreements contained herein, the parties do hereby

agree as follows:




<PAGE>


         SECTION 1.  The Fund hereby appoints Fund Services as

its transfer agent, dividend disbursing agent and shareholder

servicing agent for the Shares, and Fund Services agrees to act

in such capacities upon the terms set forth in this Agreement.

Capitalized terms used in this Agreement and not otherwise

defined shall have the meanings assigned to them in SECTION 30.

         SECTION 2. 

         (a)  The Fund shall provide Fund Services with copies of

the following documents: 

         (1)  Specimens of all forms of certificates for Shares;

         (2)  Specimens of all account application forms and

other documents relating to Shareholders' accounts;

         (3)  Copies of each Prospectus;

         (4)  Specimens of all documents relating to withdrawal

plans instituted by the Fund, as described in SECTION 16; and

         (5)  Specimens of all amendments to any of the foregoing

documents.

         (b)  The Fund shall furnish to Fund Services a supply of

blank Share Certificates for the Shares and, from time to time,

will renew such supply upon Fund Services' request.  Blank Share

Certificates shall be signed manually or by facsimile signatures

of officers of the Fund authorized to sign by law or pursuant to

the by-laws of the Fund and, if required by Fund Services, shall

bear the Fund's seal or a facsimile thereof.






                                2




<PAGE>


         SECTION 3.  Fund Services shall make original issues of

Shares in accordance with SECTIONS 13 and 14 and the Prospectus

upon receipt of (i) Written Instructions requesting the issuance,

(ii) a certified copy of a resolution of the Fund's Directors

authorizing the issuance, (iii) necessary funds for the payment

of any original issue tax applicable to such Shares, and (iv) an

opinion of the Fund's counsel as to the legality and validity of

the issuance, which opinion may provide that it is contingent

upon the filing by the Fund of an appropriate notice with the

SEC, as required by Rule 24f-2 of the Investment Company Act, as

amended from time to time.

         SECTION 4.  Transfers of Shares shall be registered and,

subject to the provisions of SECTION 10 in the case of Shares

evidenced by Share Certificates, new Share Certificates shall be

issued by Fund Services upon surrender of outstanding Share

Certificates in the form deemed by Fund Services to be properly

endorsed for transfer, which form shall include (i) all necessary

endorsers' signatures guaranteed by a member firm of a national

securities exchange or a domestic commercial bank or through

other procedures mutually agreed to between the Fund and Fund

Services, (ii) such assurances as Fund Services may deem

necessary to evidence the genuineness and effectiveness of each

endorsement and (iii) satisfactory evidence of compliance with

all applicable laws relating to the payment or collection of

taxes.




                                3




<PAGE>


         SECTION 5.  Fund Services shall forward Share

Certificates in "non-negotiable" form by first-class or

registered mail, or by whatever means Fund Services deems equally

reliable and expeditious.  While in transit to the addressee, all

deliveries of Share Certificates shall be insured by Fund

Services as it deems appropriate.  Fund Services shall not mail

Share Certificates in "negotiable" form, unless requested in

writing by the Fund and fully indemnified by the Fund to Fund

Services' satisfaction.

         SECTION 6.  In registering transfers of Shares, Fund

Services may rely upon the Uniform Commercial Code as in effect

from time to time in the State in which the Fund is incorporated

or organized or, if appropriate, in the State of New Jersey;

provided, that Fund Services may rely in addition or

alternatively on any other statutes in effect in the State of New

Jersey or in the state under the laws of which the Fund is

incorporated or organized that, in the opinion of Fund Services'

counsel, protect Fund Services and the Fund from liability

arising from (i) not requiring complete documentation in

connection with an issuance or transfer, (ii) registering a

transfer without an adverse claim inquiry, (iii) delaying

registration for purposes of an adverse claim inquiry or (iv)

refusing registration in connection with an adverse claim.

         SECTION 7.  Fund Services may issue new Share

Certificates in place of those lost, destroyed or stolen, upon




                                4




<PAGE>


receiving indemnity satisfactory to Fund Services; and may issue

new Share Certificates in exchange for, and upon surrender of,

mutilated Share Certificates as Fund Services deems appropriate.

         SECTION 8.  Unless otherwise directed by the Fund, Fund

Services may issue or register Share Certificates reflecting the

signature, or facsimile thereof, of an officer who has died,

resigned or been removed by the Fund.  The Fund shall file

promptly with Fund Services' approval, adoption or ratification

of such action as may be required by law or by Fund Services.

         SECTION 9.  Fund Services shall maintain customary stock

registry records for Shares of each Series noting the issuance,

transfer or redemption of Shares and the issuance and transfer of

Share Certificates.  Fund Services may also maintain for Shares

of each Series an account entitled "Unissued Certificate

Account," in which Fund Services will record the Shares, and

fractions thereof, issued and outstanding from time to time for

which issuance of Share Certificates has not been requested.

Fund Services is authorized to keep records for Shares of each

Series containing the names and addresses of record of

Shareholders, and the number of Shares, and fractions thereof,

from time to time owned by them for which no Share Certificates

are outstanding.  Each Shareholder will be assigned a single

account number for Shares of each Series, even though Shares for

which Certificates have been issued will be accounted for

separately.




                                5




<PAGE>


         SECTION 10.  Fund Services shall issue Share

Certificates for Shares only upon receipt of a written request

from a Shareholder and as authorized by the Fund.  If Shares are

purchased or transferred without a request for the issuance of a

Share Certificate, Fund Services shall merely note on its stock

registry records the issuance or transfer of the Shares and

fractions thereof and credit or debit, as appropriate, the

Unissued Certificate Account and the respective Shareholders'

accounts with the Shares.  Whenever Shares, and fractions

thereof, owned by Shareholders are surrendered for redemption,

Fund Services may process the transactions by making appropriate

entries in the stock transfer records, and debiting the Unissued

Certificate Account and the record of issued Shares outstanding;

it shall be unnecessary for Fund Services to reissue Share

Certificates in the name of the Fund.

         SECTION 11.  Fund Services shall also perform the usual

duties and function required of a stock transfer agent for a

corporation, including but not limited to (i) issuing Share

Certificates as treasury Shares, as directed by Written

Instructions, and (ii) transferring Share Certificates from one

Shareholder to another in the usual manner.  Fund Services may

rely conclusively and act without further investigation upon any

list, instruction, certification, authorization, Share

Certificate or other instrument or paper reasonably believed by

it in good faith to be genuine and unaltered, and to have been




                                6




<PAGE>


signed, countersigned or executed or authorized by a duly-

authorized person or persons, or by the Fund, or upon the advice

of counsel for the Fund or for Fund Services.  Fund Services may

record any transfer of Share Certificates which it reasonably

believes in good faith to have been duly authorized, or may

refuse to record any transfer of Share Certificates if, in good

faith, it reasonably deems such refusal necessary in order to

avoid any liability on the part of either the Fund or Fund

Services.

         SECTION 12.  Fund Services shall notify the Fund of any

request or demand for the inspection of the Fund's share records.

Fund Services shall abide by the Fund's instructions for granting

or denying the inspection; provided, however, Fund Services may

grant the inspection without such instructions if it is advised

by its counsel that failure to do so will result in liability to

Fund Services.

         SECTION 13.  Fund Services shall observe the following

procedures in handling funds received:

         (a)  Upon receipt at the office designated by the Fund

of any check or other order drawn or endorsed to the Fund or

otherwise identified as being for the account of the Fund, and,

in the case of a new account, accompanied by a new account

application or sufficient information to establish an account as

provided in the Prospectus, Fund Services shall stamp the

transmittal document accompanying such check or other order with




                                7




<PAGE>


the name of the Fund and the time and date of receipt and shall

forthwith deposit the proceeds thereof in the custodial account

of the Fund.

         (b)  In the event that any check or other order for the

purchase of Shares is returned unpaid for any reason, Fund

Services shall, in the absence of other instructions from the

Fund, advise the Fund of the returned check and prepare such

documents and information as may be necessary to cancel promptly

any Shares purchased on the basis of such returned check and any

accumulated income dividends and capital gains distributions paid

on such Shares.

         (c)  As soon as possible after 4:00 p.m., Eastern time

or at such other times as the Fund may specify in Written or Oral

Instructions for any Series (the "Valuation Time") on each

Business Day Fund Services shall obtain from the Fund's Adviser a

quotation (on which it may conclusively rely) of the net asset

value, determined as of the Valuation Time on that day.  On each

Business Day Fund Services shall use the net asset value(s)

determined by the Fund's Adviser to compute the number of Shares

and fractional Shares to be purchased and the aggregate purchase

proceeds to be deposited with the Custodian.  As necessary but no

more frequently than daily (unless a more frequent basis is

agreed to by Fund Services), Fund Services shall place a purchase

order with the Custodian for the proper number of Shares and

fractional Shares to be purchased and promptly thereafter shall




                                8




<PAGE>


send written confirmation of such purchase to the Custodian and

the Fund.

         SECTION 14.  Having made the calculations required by

SECTION 13, Fund Services shall thereupon pay the Custodian the

aggregate net asset value of the Shares purchased.  The aggregate

number of Shares and fractional Shares purchased shall then be

issued daily and credited by Fund Services to the Unissued

Certificate Account.  Fund Services shall also credit each

Shareholder's separate account with the number of Shares

purchased by such Shareholder.  Fund Services shall mail written

confirmation of the purchase to each Shareholder or the

Shareholder's representative and to the Fund if requested.  Each

confirmation shall indicate the prior Share balance, the new

Share balance, the Shares for which Stock Certificates are

outstanding (if any), the amount invested and the price paid for

the newly-purchased Shares.

         SECTION 15.  Prior to the Valuation Time on each

Business Day, as specified in accordance with SECTION 13, Fund

Services shall process all requests to redeem Shares and, with

respect to each Series, shall advise the Custodian of (i) the

total number of Shares available for redemption and (ii) the

number of Shares and fractional Shares requested to be redeemed.

Upon confirmation of the net asset value by the Fund's Adviser,

Fund Services shall notify the Fund and the Custodian of the

redemption, apply the redemption proceeds in accordance with




                                9




<PAGE>


SECTION 16 and the Prospectus, record the redemption in the stock

registry books, and debit the redeemed Shares from the Unissued

Certificates Account and the individual account of the

Shareholder.

         In lieu of carrying out the redemption procedures

described in the preceding paragraph, Fund Services may, at the

request of the Fund, sell Shares to the Fund as repurchases from

Shareholders, provided that the sale price is not less than the

applicable redemption price.  The redemption procedures shall

then be appropriately modified.

         SECTION 16.  Fund Services will carry out the following

procedures with respect to Share redemptions:

         (a)  As to each request received by the Fund from or on

behalf of a Shareholder for the redemption of Shares, and unless

the right of redemption has been suspended as contemplated by the

Prospectus, Fund Services shall, within seven days after receipt

of such redemption request, either (i) mail a check in the amount

of the proceeds of such redemption to the person designated by

the Shareholder or other person to receive such proceeds or, (ii)

in the event redemption proceeds are to be wired through the

Federal Reserve Wire System or by bank wire pursuant to

procedures described in the Prospectus, cause such proceeds to be

wired in Federal funds to the bank or trust company account

designated by the Shareholder to receive such proceeds.  Funds

Services shall also prepare and send a confirmation of such




                               10




<PAGE>


redemption to the Shareholder.  Redemptions in kind shall be made

only in accordance with such Written Instructions as Fund

Services may receive from the Fund.  The requirements as to

instruments of transfer and other documentation, the

determination of the appropriate redemption price and the time of

payment shall be as provided in the Prospectus, subject to such

additional requirements consistent therewith as may be

established by mutual agreement between the Fund and Fund

Services.  In the case of a request for redemption that does not

comply in all respects with the requirements for redemption, Fund

Services shall promptly so notify the Shareholder and shall

effect such redemption at the price in effect at the time of

receipt of documents complying with such requirements.  Fund

Services shall notify the Fund's Custodian and the Fund on each

Business Day of the amount of cash required to meet payments made

pursuant to the provisions of this paragraph and thereupon the

Fund shall instruct the Custodian to make available to Fund

Services in timely fashion sufficient funds therefor.

         (b)  Procedures and standards for effecting and

accepting redemption orders from Shareholders by telephone or by

such check writing service as the Fund may institute may be

established by mutual agreement between Fund Services and the

Fund consistent with the Prospectus.

         (c)  For purposes of redemption of Shares that have been

purchased by check within fifteen (15) days prior to receipt of




                               11




<PAGE>


the redemption request, the Fund shall provide Fund Services with

Written Instructions concerning the time within which such

requests may be honored.

         (d)  Fund Services shall process withdrawal orders duly

executed by Shareholders in accordance with the terms of any

withdrawal plan instituted by the Fund and described in the

Prospectus.  Payments upon such withdrawal orders and redemptions

of Shares held in withdrawal plan accounts in connection with

such payments shall be made at such times as the Fund may

determine in accordance with the Prospectus.

         (e)  The authority of Fund Services to perform its

responsibilities under SECTIONS 15 and 16 with respect to the

Shares of any Series shall be suspended if Fund Services receives

notice of the suspension of the determination of the net asset

value of the Series.

         SECTION 17.  Upon the declaration of each dividend and

each capital gains distribution by the Fund's Directors, the Fund

shall notify Fund Services of the date of such declaration, the

amount payable per Share, the record date for determining the

Shareholders entitled to payment, the payment and the

reinvestment date price.

         SECTION 18.  Upon being advised by the Fund of the

declaration of any income dividend or capital gains distribution

on account of its Shares, Fund Services shall compute and prepare

for the Fund records crediting such distributions to




                               12




<PAGE>


Shareholders.  Fund Services shall, on or before the payment date

of any dividend or distribution, notify the Fund and the

Custodian of the estimated amount required to pay any portion of

a dividend or distribution which is payable in cash, and

thereupon the Fund shall, on or before the payment date of such

dividend or distribution, instruct the Custodian to make

available to Fund Services sufficient funds for the payment of

such cash amount.  Fund Services will, on the designated payment

date, reinvest all dividends in additional shares and promptly

mail to each Shareholder at his address of record a statement

showing the number of full and fractional Shares (rounded to

three decimal places) then owned by the Shareholder and the net

asset value of such Shares; provided, however, that if a

Shareholder elects to receive dividends in cash, Fund Services

shall prepare a check in the appropriate amount and mail it to

the Shareholder at his address of record within five (5) business

days after the designated payment date, or transmit the

appropriate amount in Federal funds in accordance with the

Shareholder's agreement with the Fund.

         SECTION 19.  Fund Services shall prepare and maintain

for the Fund records showing for each Shareholder's account the

following:

         A.   The name, address and tax identification number of

the Shareholder;






                               13




<PAGE>


         B.   The number of Shares of each Series held by the

Shareholder;

         C.   Historical information including dividends paid and

date and price for all transactions;

         D.   Any stop or restraining order placed against such

account;

         E.   Information with respect to the withholding of any

portion of income dividends or capital gains distributions as are

required to be withheld under applicable law;

         F.   Any dividend or distribution reinvestment election,

withdrawal plan application, and correspondence relating to the

current maintenance of the account;

         G.   The certificate numbers and denominations of any

Share Certificates issued to the Shareholder; and

         H.   Any additional information required by Fund

Services to perform the services contemplated by this Agreement.

         Fund Services agrees to make available upon request by

the Fund or the Fund's Adviser and to preserve for the periods

prescribed in Rule 31a-2 of the Investment Company Act any

records related to services provided under this Agreement and

required to be maintained by Rule 31a-1 of that Act, including:

       (i)    Copies of the daily transaction register for each

Business Day of the Fund;

      (ii)    Copies of all dividend, distribution and

reinvestment blotters;




                               14




<PAGE>


     (iii)    Schedules of the quantities of Shares of each

Series distributed in each state for purposes of any state's laws

or regulations as specified in Oral or Written Instructions given

to Fund Services from time to time by the Fund or its agents; and

      (iv)    Such other information, including Shareholder

lists, and statistical information as may be agreed upon from

time to time by the Fund and Fund Services.

         SECTION 20.  Fund Services shall maintain those records

necessary to enable the Fund to file, in a timely manner, form N-

SAR (Semi-Annual Report) or any successor report required by the

Investment Company Act or rules and regulations thereunder.

         SECTION 21.  Fund Services shall cooperate with the

Fund's independent public accountants and shall take reasonable

action to make all necessary information available to such

accountants for the performance of their duties.

         SECTION 22.  In addition to the services described

above, Fund Services will perform other services for the Fund as

may be mutually agreed upon in writing from time to time, which

may include preparing and filing Federal tax forms with the

Internal Revenue Service, and, subject to supervisory oversight

by the Fund's Adviser, mailing Federal tax information to

Shareholders, mailing semi-annual Shareholder reports, preparing

the annual list of Shareholders, mailing notices of Shareholders'

meetings, proxies and proxy statements and tabulating proxies.

Fund Services shall answer the inquiries of certain Shareholders




                               15




<PAGE>


related to their share accounts and other correspondence

requiring an answer from the Fund.  Fund Services shall maintain

dated copies of written communications from Shareholders, and

replies thereto.

         SECTION 23.  Nothing contained in this Agreement is

intended to or shall require Fund Services, in any capacity

hereunder, to perform any functions or duties on any day other

than a Business Day.  Functions or duties normally scheduled to

be performed on any day which is not a Business Day shall be

performed on, and as of, the next Business Day, unless otherwise

required by law.

         SECTION 24.  For the services rendered by Fund Services

as described above, the Fund shall pay to Fund Services an

annualized fee at a rate to be mutually agreed upon from time to

time.  Such fee shall be prorated for the months in which this

Agreement becomes effective or is terminated.  In addition, the

Fund shall pay, or Fund Services shall be reimbursed for, all

out-of-pocket expenses incurred in the performance of this

Agreement, including but not limited to the cost of stationery,

forms, supplies, blank checks, stock certificates, proxies and

proxy solicitation and tabulation costs, all forms and statements

used by Fund Services in communicating with Shareholders of the

Fund or especially prepared for use in connection with its

services hereunder, specific software enhancements as requested

by the Fund, costs associated with maintaining withholding




                               16




<PAGE>


accounts (including non-resident alien, Federal government and

state), postage, telephone, telegraph (or similar electronic

media) used in communicating with Shareholders or their

representatives, outside mailing services, microfiche/microfilm,

freight charges and off-site record storage.  It is agreed in

this regard that Fund Services, prior to ordering any form in

such supply as it estimates will be adequate for more than two

years' use, shall obtain the written consent of the Fund.  All

forms for which Fund Services has received reimbursement from the

Fund shall be the property of the Fund.

         SECTION 25.  Fund Services shall not be liable for any

taxes, assessments or governmental charges that may be levied or

assessed on any basis whatsoever in connection with the Fund or

any Shareholder, excluding taxes assessed against Fund Services

for compensation received by it hereunder.

         SECTION 26.

         (a)  Fund Services shall at all times act in good faith

and with reasonable care in performing the services to be

provided by it under this Agreement, but shall not be liable for

any loss or damage unless such loss or damage is caused by the

negligence, bad faith or willful misconduct of Fund Services or

its employees or agents.

         (b)  The Fund shall indemnify and hold Fund Services

harmless from all loss, cost, damage and expense, including

reasonable expenses for counsel, incurred by it resulting from




                               17




<PAGE>


any claim, demand, action or suit in connection with the

performance of its duties hereunder, or as a result of acting

upon any instruction reasonably believed by it to have been

properly given by a duly authorized officer of the Fund, or upon

any information, data, records or documents provided to Fund

Services or its agents by computer tape, telex, CRT data entry or

other similar means authorized by the Fund; provided that this

indemnification shall not apply to actions or omissions of Fund

Services in cases of its own bad faith, willful misconduct or

negligence, and provided further that if in any case the Fund may

be asked to indemnify or hold Fund Services harmless pursuant to

this Section, the Fund shall have been fully and promptly advised

by Fund Services of all material facts concerning the situation

in question.  The Fund shall have the option to defend Fund

Services against any claim which may be the subject of this

indemnification, and in the event that the Fund so elects it will

so notify Fund Services, and thereupon the Fund shall retain

competent counsel to undertake defense of the claim, and Fund

Services shall in such situations incur no further legal or other

expenses for which it may seek indemnification under this

paragraph.  Fund Services shall in no case confess any claim or

make any compromise in any case in which the Fund may be asked to

indemnify Fund Services except with the Fund's prior written

consent.






                               18




<PAGE>


         Without limiting the foregoing:

       (i)    Fund Services may rely upon the advice of the Fund

or counsel to the Fund or Fund Services, and upon statements of

accountants, brokers and other persons believed by Fund Services

in good faith to be expert in the matters upon which they are

consulted.  Fund Services shall not be liable for any action

taken in good faith reliance upon such advice or statements;

      (ii)    Fund Services shall not be liable for any action

reasonably taken in good faith reliance upon any Written

Instructions or certified copy of any resolution of the Fund's

Directors, including a Written Instruction authorizing Fund

Services to make payment upon redemption of Shares without a

signature guarantee; provided, however, that upon receipt of a

Written Instruction countermanding a prior Instruction that has

not been fully executed by Fund Services, Fund Services shall

verify the content of the second Instruction and honor it, to the

extent possible.  Fund Services may rely upon the genuineness of

any such document, or copy thereof, reasonably believed by Fund

Services in good faith to have been validly executed;

     (iii)    Fund Services may rely, and shall be protected by

the Fund in acting, upon any signature, instruction, request,

letter of transmittal, certificate, opinion of counsel,

statement, instrument, report, notice, consent, order, or other

paper or document reasonably believed by it in good faith to be






                               19




<PAGE>


genuine and to have been signed or presented by the purchaser,

the Fund or other proper party or parties; and

         (d)  Fund Services may, with the consent of the Fund,

subcontract the performance of any portion of any service to be

provided hereunder, including  with respect to any Shareholder or

group of Shareholders, to any agent of Fund Services and may

reimburse the agent for the services it performs at such rates as

Fund Services may determine; provided that no such reimbursement

will increase the amount payable by the Fund pursuant to this

Agreement; and provided further, that Fund Services shall remain

ultimately responsible as transfer agent to the Fund.

         SECTION 27.  The Fund shall deliver or cause

to be delivered over to Fund Services (i) an accurate list of

Shareholders, showing each Shareholder's address of record,

number of Shares of each Series owned and whether such Shares are

represented by outstanding Share Certificates or by non-

certificated Share accounts and (ii) all Shareholder records,

files, and other materials necessary or appropriate for proper

performance of the functions assumed by the under this Agreement

(collectively referred to as the "Materials").  The Fund shall

indemnify Fund Services and hold it harmless from any and all

expenses, damages, claims, suits, liabilities, actions, demands

and losses arising out of or in connection with any error,

omission, inaccuracy or other deficiency of such Materials, or

out of the failure of the Fund to provide any portion of the




                               20




<PAGE>


Materials or to provide any information in the Fund's possession

needed by Fund Services to knowledgeably perform its functions;

provided the Fund shall have no obligation to indemnify Fund

Services or hold it harmless with respect to any expenses,

damages, claims, suits, liabilities, actions, demands or losses

caused directly or indirectly by acts or omissions of Fund

Services or the Fund's Adviser.

         SECTION 28.  This Agreement may be amended from time to

time by a written supplemental agreement executed by the Fund and

Fund Services and without notice to or approval of the

Shareholders; provided this Agreement may not be amended in any

manner which would substantially increase the Fund's obligations

hereunder unless the amendment is first approved by the Fund's

Directors, including a majority of the Directors who are not a

party to this Agreement or interested persons of any such party,

at a meeting called for such purpose, and thereafter is approved

by the Fund's Shareholders if such approval is required under the

Investment Company Act or the rules and regulations thereunder.

The parties hereto may adopt procedures as may be appropriate or

practical under the circumstances, and Fund Services may

conclusively rely on the determination of the Fund that any

procedure that has been approved by the Fund does not conflict

with or violate any requirement of its Articles of Incorporation

or Declaration of Trust, By-Laws or Prospectus, or any rule,

regulation or requirement of any regulatory body.




                               21




<PAGE>


         SECTION 29.  The Fund shall file with Fund Services a

certified copy of each operative resolution of its Directors

authorizing the execution of Written Instructions or the

transmittal of Oral Instructions and setting forth authentic

signatures of all signatories authorized to sign on behalf of the

Fund and specifying the person or persons authorized to give Oral

Instructions on behalf of the Fund.  Such resolution shall

constitute conclusive evidence of the authority of the person or

persons designated therein to act and shall be considered in full

force and effect, with Fund Services fully protected in acting in

reliance therein, until Fund Services receives a certified copy

of a replacement resolution adding or deleting a person or

persons authorized to give Written or Oral Instructions.  If the

officer certifying the resolution is authorized to give Oral

Instructions, the certification shall also be signed by a second

officer of the Fund.

         SECTION 30.  The terms, as defined in this Section,

whenever used in this Agreement or in any amendment or supplement

hereto, shall have the meanings specified below, insofar as the

context will allow.

         (a)  Business Day:  Any day on which the Fund is open

for business as described in the Prospectus.

         (b)  Custodian:  The term Custodian shall mean the

Fund's current custodian or any successor custodian acting as

such for the Fund.  




                               22




<PAGE>


         (c)  Fund's Adviser:  The term Fund's Adviser shall mean

Alliance Capital Management L.P. or any successor thereto who

acts as the investment adviser or manager of the Fund.

         (d)  Oral Instructions:  The term Oral Instructions

shall mean an authorization, instruction, approval, item or set

of data, or information of any kind transmitted to Fund Services

in person or by telephone, vocal telegram or other electronic

means, by a person or persons reasonably believed in good faith

by Fund Services to be a person or persons authorized by a

resolution of the Directors of the Fund to give Oral Instructions

on behalf of the Fund.  Each Oral Instruction shall specify

whether it is applicable to the entire Fund or a specific Series

of the Fund.

         (e)  Prospectus:  The term Prospectus shall mean a

prospectus and related statement of additional information

forming part of a currently effective registration statement

under the Investment Company Act and, as used with the respect to

Shares or Shares of a Series, shall mean the prospectuses and

related statements of additional information covering the Shares

or Shares of the Series.

         (f)  Securities:  The term Securities shall mean bonds,

debentures, notes, stocks, shares, evidences of indebtedness, and

other securities and investments from time to time owned by the

Fund.






                               23




<PAGE>


         (g)  Series:  The term Series shall mean any series of

Shares of the common stock of the Fund that the Fund may

establish from time to time.

         (h)  Share Certificates:  The term Share Certificates

shall mean the stock certificates for the Shares.

         (i)  Shareholders:  The term Shareholders shall mean the

registered owners from time to time of the Shares, as reflected

on the stock registry records of the Fund.

         (j)  Written Instructions:  The term Written

Instructions shall mean an authorization, instruction, approval,

item or set of data, or information of any kind transmitted to

Fund Services in original writing containing original signatures,

or a copy of such document transmitted by telecopy, including

transmission of such signature, or other mechanical or

documentary means, at the request of a person or persons

reasonably believed in good faith by Fund Services to be a person

or persons authorized by a resolution of the Directors of the

Fund to give Written Instruction shall specify whether it is

applicable to the entire Fund or a specific Series of the Fund.

         SECTION 31.  Fund Services shall not be liable for the

loss of all or part of any record maintained or preserved by it

pursuant to this Agreement or for any delays or errors occurring

by reason of circumstances beyond its control, including but not

limited to acts of civil or military authorities, national

emergencies, fire, flood or catastrophe, acts of God,




                               24




<PAGE>


insurrection, war, riot, or failure of transportation,

communication or power supply, except to the extent that Fund

Services shall have failed to use its best efforts to minimize

the likelihood of occurrence of such circumstances or to mitigate

any loss or damage to the Fund caused by such circumstances.

         SECTION 32.  The Fund may give Fund Services sixty (60)

days and Fund Services may give the Fund (90) days written notice

of the termination of this Agreement, such termination to take

effect at the time specified in the notice.  Upon notice of

termination, the Fund shall use its best efforts to obtain a

successor transfer agent.  If a successor transfer agent is not

appointed within ninety (90) days after the date of the notice of

termination, the Directors of the Fund shall, by resolution,

designate the Fund as its own transfer agent.  Upon receipt of

written notice from the Fund of the appointment of the successor

transfer agent and upon receipt of Oral or Written Instructions

Fund Services shall, upon request of the Fund and the successor

transfer agent and upon payment of Fund Services reasonable

charges and disbursements, promptly transfer to the successor

transfer agent the original or copies of all books and records

maintained by Fund Services hereunder and cooperate with, and

provide reasonable assistance to, the successor transfer agent in

the establishment of the books and records necessary to carry out

its responsibilities hereunder. 






                               25




<PAGE>


         SECTION 33.  Any notice or other communication required

by or permitted to be given in connection with this Agreement

shall be in writing, and shall be delivered in person or sent by

first-class mail, postage prepaid, to the respective parties.

         Notice to the Fund shall be given as follows until

further notice:

                   Alliance Worldwide Privatization Fund, Inc.
                   1345 Avenue of the Americas
                   New York, New York  10105
                   Attention: Secretary

         Notice to Fund Services shall be given as follows until

further notice:

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

         SECTION 34.  The Fund represents and warrants to Fund

Services that the execution and delivery of this Agreement by the

undersigned officer of the Fund has been duly and validly

authorized by resolution of the Fund's Directors.  Fund Services

represents and warrants to the Fund that the execution and

delivery of this Agreement by the undersigned officer of Fund

Services has also been duly and validly authorized.

         SECTION 35.  This Agreement may be executed in more than

one counterpart, each of which shall be deemed to be an original,

and shall become effective on the last date of signature below

unless otherwise agreed by the parties.  Unless sooner terminated

pursuant to SECTION 32, this Agreement will continue until

December 31, 1994 and will continue in effect thereafter for



                               26




<PAGE>


successive 12 month periods only if such continuance is

specifically approved at least annually by the Directors or by a

vote of the stockholders of the Fund and in either case by a

majority of the Directors who are not parties to this Agreement

or interested persons of any such party, at a meeting called for

the purpose of voting on this Agreement.

         SECTION 36.  This Agreement shall extend to and shall

bind the parties hereto and their respective successors and

assigns; provided, however, that this Agreement shall not be

assignable by the Fund without the written consent of Fund

Services or by Fund Services without the written consent of the

Fund, authorized or approved by a resolution of the Fund's

Directors.  Notwithstanding the foregoing, either party may

assign this Agreement without the consent of the other party so

long as the assignee is an affiliate, parent or subsidiary of the

assigning party and is qualified to act under the Investment

Company Act, as amended from time to time.

         SECTION 38.  This Agreement shall be governed by the

laws of the State of New Jersey.
















                               27




<PAGE>


         WITNESS the following signatures:

                                  ALLIANCE WORLDWIDE
                                  PRIVATIZATION FUND, INC.


                                  BY:  /s/ David H. Dievler
                                     _________________________

                                  TITLE:  President


                                  ALLIANCE FUND SERVICES, INC.


                                  BY:  /s/ George Hrabovsky
                                     _________________________

                                  TITLE:  President


































                               28
00250202.AS7







<PAGE>


            Consent of Independent Accountants

We hereby consent to the use in the Statement of Additional
Information constituting part of this Post-Effective
Amendment No. 9 to the registration statement on Form N-1A
(the "Registration Statement") of our report dated August
17, 1998, relating to the financial statements and financial
highlights of Alliance Worldwide Privatization Fund, Inc.
(the "Fund"), which appears in such Statement of Additional
Information, and to the incorporation by reference of our
report into the Prospectus relating to Class A, Class B and
Class C shares of the Fund (the "Prospectus") and the
Prospectus relating to the Advisor Class shares of the Fund
(the "Advisor Class Prospectus") which constitute parts of
this Registration Statement.  We also consent to the
references to us under the headings "Shareholder Services -
Statements and Reports" and "General Information -
Independent Accountants" in such Statement of Additional
Information and to the references to us under the heading
"Financial Highlights" in the Prospectus and the Advisor
Class Prospectus.


/s/ PricewaterhouseCoopers LLP


PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, New York 10036
October 23, 1998






















00250202.AU2





<PAGE>

[ARTICLE]                         6                         
     [SERIES]                                               
     [NUMBER]                     1                         
     [NAME]                    Class A                      
[MULTIPLIER]                      1                         
<TABLE>                                                     
<S>                              <C>                        
[PERIOD-TYPE]                   Year                        
[FISCAL-YEAR-END]                                Jun-30-1998
[PERIOD-START]                                    Jul-1-1997
[PERIOD-END]                                     Jun-30-1998
[INVESTMENTS-AT-COST]                             560858153 
[INVESTMENTS-AT-VALUE]                            652670494 
[RECEIVABLES]                                       5353809 
[ASSETS-OTHER]                                      4462587 
[OTHER-ITEMS-ASSETS]                                  40877 
[TOTAL-ASSETS]                                    662527767 
[PAYABLE-FOR-SECURITIES]                            1951476 
[SENIOR-LONG-TERM-DEBT]                                   0 
[OTHER-ITEMS-LIABILITIES]                           7917834 
[TOTAL-LIABILITIES]                                 9869310 
[SENIOR-EQUITY]                                       51853 
[PAID-IN-CAPITAL-COMMON]                          485040650 
[SHARES-COMMON-STOCK]                              36920811 
[SHARES-COMMON-PRIOR]                              42351841 
[ACCUMULATED-NII-CURRENT]                          14037753 
[OVERDISTRIBUTION-NII]                                    0 
[ACCUMULATED-NET-GAINS]                            61793873 
[OVERDISTRIBUTION-GAINS]                                  0 
[ACCUM-APPREC-OR-DEPREC]                           91734328 
[NET-ASSETS]                                      652658457 
[DIVIDEND-INCOME]                                  17028700 
[INTEREST-INCOME]                                    661160 
[OTHER-INCOME]                                            0 
[EXPENSES-NET]                                     13146685 
[NET-INVESTMENT-INCOME]                             4543175 
[REALIZED-GAINS-CURRENT]                           79032204 
[APPREC-INCREASE-CURRENT]                          26242066 
[NET-CHANGE-FROM-OPS]                              57333313 
[EQUALIZATION]                                            0 
[DISTRIBUTIONS-OF-INCOME]                          (7099073)
[DISTRIBUTIONS-OF-GAINS]                          (53637469)
[DISTRIBUTIONS-OTHER]                                     0 
[NUMBER-OF-SHARES-SOLD]                           492952394 
[NUMBER-OF-SHARES-REDEEMED]                      (601039158)
[SHARES-REINVESTED]                                30762050 
[NET-CHANGE-IN-ASSETS]                            (43609582)
[ACCUMULATED-NII-PRIOR]                            10115291 
[ACCUMULATED-GAINS-PRIOR]                          62490649 
[OVERDISTRIB-NII-PRIOR]                                   0 
[OVERDIST-NET-GAINS-PRIOR]                                0 



<PAGE>

[GROSS-ADVISORY-FEES]                               6894591 
[INTEREST-EXPENSE]                                        0 
[GROSS-EXPENSE]                                    13146685 
[AVERAGE-NET-ASSETS]                              689459136 
[PER-SHARE-NAV-BEGIN]                                 13.26 
[PER-SHARE-NII]                                         .10 
[PER-SHARE-GAIN-APPREC]                                 .85 
[PER-SHARE-DIVIDEND]                                   (.18)
[PER-SHARE-DISTRIBUTIONS]                             (1.36)
[RETURNS-OF-CAPITAL]                                      0 
[PER-SHARE-NAV-END]                                   12.67 
[EXPENSE-RATIO]                                        1.73 
[AVG-DEBT-OUTSTANDING]                                    0 
[AVG-DEBT-PER-SHARE]                                      0 
</TABLE>

00250202.AT7





<PAGE>

[ARTICLE]                         6                         
     [SERIES]                                               
     [NUMBER]                     1                         
     [NAME]                    Class B                      
[MULTIPLIER]                      1                         
<TABLE>                                                     
<S>                              <C>                        
[PERIOD-TYPE]                   Year                        
[FISCAL-YEAR-END]                                Jun-30-1998
[PERIOD-START]                                    Jul-1-1997
[PERIOD-END]                                     Jun-30-1998
[INVESTMENTS-AT-COST]                             560858153 
[INVESTMENTS-AT-VALUE]                            652670494 
[RECEIVABLES]                                       5353809 
[ASSETS-OTHER]                                      4462587 
[OTHER-ITEMS-ASSETS]                                  40877 
[TOTAL-ASSETS]                                    662527767 
[PAYABLE-FOR-SECURITIES]                            1951476 
[SENIOR-LONG-TERM-DEBT]                                   0 
[OTHER-ITEMS-LIABILITIES]                           7917834 
[TOTAL-LIABILITIES]                                 9869310 
[SENIOR-EQUITY]                                       51853 
[PAID-IN-CAPITAL-COMMON]                          485040650 
[SHARES-COMMON-STOCK]                              12643069 
[SHARES-COMMON-PRIOR]                               9294525 
[ACCUMULATED-NII-CURRENT]                          14037753 
[OVERDISTRIBUTION-NII]                                    0 
[ACCUMULATED-NET-GAINS]                            61793873 
[OVERDISTRIBUTION-GAINS]                                  0 
[ACCUM-APPREC-OR-DEPREC]                           91734328 
[NET-ASSETS]                                      652658457 
[DIVIDEND-INCOME]                                  17028700 
[INTEREST-INCOME]                                    661160 
[OTHER-INCOME]                                            0 
[EXPENSES-NET]                                     13146685 
[NET-INVESTMENT-INCOME]                             4543175 
[REALIZED-GAINS-CURRENT]                           79032204 
[APPREC-INCREASE-CURRENT]                          26242066 
[NET-CHANGE-FROM-OPS]                              57333313 
[EQUALIZATION]                                            0 
[DISTRIBUTIONS-OF-INCOME]                          (1695396)
[DISTRIBUTIONS-OF-GAINS]                          (15371652)
[DISTRIBUTIONS-OTHER]                                     0 
[NUMBER-OF-SHARES-SOLD]                            68476803 
[NUMBER-OF-SHARES-REDEEMED]                       (36508243)
[SHARES-REINVESTED]                                 8662153 
[NET-CHANGE-IN-ASSETS]                            (43609582)
[ACCUMULATED-NII-PRIOR]                            10115291 
[ACCUMULATED-GAINS-PRIOR]                          62490649 
[OVERDISTRIB-NII-PRIOR]                                   0 
[OVERDIST-NET-GAINS-PRIOR]                                0 



<PAGE>

[GROSS-ADVISORY-FEES]                               6894591 
[INTEREST-EXPENSE]                                        0 
[GROSS-EXPENSE]                                    13146685 
[AVERAGE-NET-ASSETS]                              689459136 
[PER-SHARE-NAV-BEGIN]                                 13.04 
[PER-SHARE-NII]                                         .02 
[PER-SHARE-GAIN-APPREC]                                 .82 
[PER-SHARE-DIVIDEND]                                   (.15)
[PER-SHARE-DISTRIBUTIONS]                             (1.36)
[RETURNS-OF-CAPITAL]                                      0 
[PER-SHARE-NAV-END]                                   12.37 
[EXPENSE-RATIO]                                        2.45 
[AVG-DEBT-OUTSTANDING]                                    0 
[AVG-DEBT-PER-SHARE]                                      0 
</TABLE>

00250202.AT8





<PAGE>

[ARTICLE]                         6                         
     [SERIES]                                               
     [NUMBER]                     1                         
     [NAME]                    Class C                      
[MULTIPLIER]                      1                         
<TABLE>                                                     
<S>                              <C>                        
[PERIOD-TYPE]                   Year                        
[FISCAL-YEAR-END]                                Jun-30-1998
[PERIOD-START]                                    Jul-1-1997
[PERIOD-END]                                     Jun-30-1998
[INVESTMENTS-AT-COST]                             560858153 
[INVESTMENTS-AT-VALUE]                            652670494 
[RECEIVABLES]                                       5353809 
[ASSETS-OTHER]                                      4462587 
[OTHER-ITEMS-ASSETS]                                  40877 
[TOTAL-ASSETS]                                    662527767 
[PAYABLE-FOR-SECURITIES]                            1951476 
[SENIOR-LONG-TERM-DEBT]                                   0 
[OTHER-ITEMS-LIABILITIES]                           7917834 
[TOTAL-LIABILITIES]                                 9869310 
[SENIOR-EQUITY]                                       51853 
[PAID-IN-CAPITAL-COMMON]                          485040650 
[SHARES-COMMON-STOCK]                               2153054 
[SHARES-COMMON-PRIOR]                                991544 
[ACCUMULATED-NII-CURRENT]                          14037753 
[OVERDISTRIBUTION-NII]                                    0 
[ACCUMULATED-NET-GAINS]                            61793873 
[OVERDISTRIBUTION-GAINS]                                  0 
[ACCUM-APPREC-OR-DEPREC]                           91734328 
[NET-ASSETS]                                      652658457 
[DIVIDEND-INCOME]                                  17028700 
[INTEREST-INCOME]                                    661160 
[OTHER-INCOME]                                            0 
[EXPENSES-NET]                                     13146685 
[NET-INVESTMENT-INCOME]                             4543175 
[REALIZED-GAINS-CURRENT]                           79032204 
[APPREC-INCREASE-CURRENT]                          26242066 
[NET-CHANGE-FROM-OPS]                              57333313 
[EQUALIZATION]                                            0 
[DISTRIBUTIONS-OF-INCOME]                           (237218)
[DISTRIBUTIONS-OF-GAINS]                           (2150777)
[DISTRIBUTIONS-OTHER]                                     0 
[NUMBER-OF-SHARES-SOLD]                           123043119 
[NUMBER-OF-SHARES-REDEEMED]                      (110861845)
[SHARES-REINVESTED]                                 1519326 
[NET-CHANGE-IN-ASSETS]                            (43609582)
[ACCUMULATED-NII-PRIOR]                            10115291 
[ACCUMULATED-GAINS-PRIOR]                          62490649 
[OVERDISTRIB-NII-PRIOR]                                   0 
[OVERDIST-NET-GAINS-PRIOR]                                0 



<PAGE>

[GROSS-ADVISORY-FEES]                               6894591 
[INTEREST-EXPENSE]                                        0 
[GROSS-EXPENSE]                                    13146685 
[AVERAGE-NET-ASSETS]                              689459136 
[PER-SHARE-NAV-BEGIN]                                 13.04 
[PER-SHARE-NII]                                         .05 
[PER-SHARE-GAIN-APPREC]                                 .79 
[PER-SHARE-DIVIDEND]                                   (.15)
[PER-SHARE-DISTRIBUTIONS]                             (1.36)
[RETURNS-OF-CAPITAL]                                      0 
[PER-SHARE-NAV-END]                                   12.37 
[EXPENSE-RATIO]                                        2.44 
[AVG-DEBT-OUTSTANDING]                                    0 
[AVG-DEBT-PER-SHARE]                                      0 
</TABLE>

00250202.AT9





<PAGE>

[ARTICLE]                         6                         
     [SERIES]                                               
     [NUMBER]                     1                         
     [NAME]                 Advisor Class                   
[MULTIPLIER]                      1                         
<TABLE>                                                     
<S>                              <C>                        
[PERIOD-TYPE]                   Year                        
[FISCAL-YEAR-END]                                Jun-30-1998
[PERIOD-START]                                    Jul-1-1997
[PERIOD-END]                                     Jun-30-1998
[INVESTMENTS-AT-COST]                             560858153 
[INVESTMENTS-AT-VALUE]                            652670494 
[RECEIVABLES]                                       5353809 
[ASSETS-OTHER]                                      4462587 
[OTHER-ITEMS-ASSETS]                                  40877 
[TOTAL-ASSETS]                                    662527767 
[PAYABLE-FOR-SECURITIES]                            1951476 
[SENIOR-LONG-TERM-DEBT]                                   0 
[OTHER-ITEMS-LIABILITIES]                           7917834 
[TOTAL-LIABILITIES]                                 9869310 
[SENIOR-EQUITY]                                       51853 
[PAID-IN-CAPITAL-COMMON]                          485040650 
[SHARES-COMMON-STOCK]                                135870 
[SHARES-COMMON-PRIOR]                                 28234 
[ACCUMULATED-NII-CURRENT]                          14037753 
[OVERDISTRIBUTION-NII]                                    0 
[ACCUMULATED-NET-GAINS]                            61793873 
[OVERDISTRIBUTION-GAINS]                                  0 
[ACCUM-APPREC-OR-DEPREC]                           91734328 
[NET-ASSETS]                                      652658457 
[DIVIDEND-INCOME]                                  17028700 
[INTEREST-INCOME]                                    661160 
[OTHER-INCOME]                                            0 
[EXPENSES-NET]                                     13146685 
[NET-INVESTMENT-INCOME]                             4543175 
[REALIZED-GAINS-CURRENT]                           79032204 
[APPREC-INCREASE-CURRENT]                          26242066 
[NET-CHANGE-FROM-OPS]                              57333313 
[EQUALIZATION]                                            0 
[DISTRIBUTIONS-OF-INCOME]                            (22444)
[DISTRIBUTIONS-OF-GAINS]                            (135664)
[DISTRIBUTIONS-OTHER]                                     0 
[NUMBER-OF-SHARES-SOLD]                             1617151 
[NUMBER-OF-SHARES-REDEEMED]                         (216952)
[SHARES-REINVESTED]                                       0 
[NET-CHANGE-IN-ASSETS]                            (43609582)
[ACCUMULATED-NII-PRIOR]                            10115291 
[ACCUMULATED-GAINS-PRIOR]                          62490649 
[OVERDISTRIB-NII-PRIOR]                                   0 
[OVERDIST-NET-GAINS-PRIOR]                                0 



<PAGE>

[GROSS-ADVISORY-FEES]                               6894591 
[INTEREST-EXPENSE]                                        0 
[GROSS-EXPENSE]                                    13146685 
[AVERAGE-NET-ASSETS]                              689459136 
[PER-SHARE-NAV-BEGIN]                                 13.23 
[PER-SHARE-NII]                                         .19 
[PER-SHARE-GAIN-APPREC]                                 .80 
[PER-SHARE-DIVIDEND]                                   (.23)
[PER-SHARE-DISTRIBUTIONS]                             (1.36)
[RETURNS-OF-CAPITAL]                                      0 
[PER-SHARE-NAV-END]                                   12.63 
[EXPENSE-RATIO]                                        1.45 
[AVG-DEBT-OUTSTANDING]                                    0 
[AVG-DEBT-PER-SHARE]                                      0 
</TABLE>

00250202.AU0







<PAGE>


                     POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that the person
whose signature appears below hereby revokes all prior
powers granted by the undersigned to the extent inconsistent
herewith and constitutes and appoints John D. Carifa, Edmund
P. Bergan, Jr., Domenick Pugliese, Andrew L. Gangolf and
Emilie D. Wrapp and each of them, to act severally as
attorneys-in-fact and agents, with power of substitution and
resubstitution, for the undersigned in any and all
capacities, solely for the purpose of signing the respective
Registration Statements, and any amendments thereto, on Form
N-1A of ACM Institutional Reserves, Inc., AFD Exchange
Reserves, Alliance All-Asia Fund, Inc., Alliance Balanced
Shares, Inc., Alliance Bond Fund, Inc., Alliance Capital
Reserves, Alliance Developing Markets Fund, Inc. Alliance
Global Dollar Government Fund, Inc., Alliance Global
Environment Fund, Inc., Alliance Global Small Cap Fund,
Inc., Alliance Global Strategic Income Trust, Inc., Alliance
Government Reserves, Alliance Greater China 97 Fund, Inc.,
Alliance Growth and Income Fund, Inc., Alliance High Yield
Fund, Inc., Alliance Income Builder Fund, Inc., Alliance
International Fund, Alliance Limited Maturity Government
Fund, Inc., Alliance Money Market Fund, Alliance Mortgage
Securities Income Fund, 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 Government
Income Trust, Inc., Alliance Premier Growth Fund, Inc.,
Alliance Quasar Fund, Inc., Alliance Real Estate Investment
Fund, Inc., Alliance/Regent Sector Opportunity 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., Fiduciary Management Associates, The Alliance Fund,
Inc., The Alliance Portfolios, and The Hudson River Trust,
and filing the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or
substitutes, may do or cause to be done by virtue hereof.

                                  /s/  John D. Carifa
                                  ___________________________
                                       John D. Carifa

Dated:  October 8, 1998





<PAGE>


                     POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that the person
whose signature appears below hereby revokes all prior
powers granted by the undersigned to the extent inconsistent
herewith and constitutes and appoints John D. Carifa, Edmund
P. Bergan, Jr., Domenick Pugliese, Andrew L. Gangolf and
Emilie D. Wrapp and each of them, to act severally as
attorneys-in-fact and agents, with power of substitution and
resubstitution, for the undersigned in any and all
capacities, solely for the purpose of signing the respective
Registration Statements, and any amendments thereto, on Form
N-1A of ACM Institutional Reserves, Inc., AFD Exchange
Reserves, Alliance Balanced Shares, Inc., Alliance Bond
Fund, Inc., Alliance Global Dollar Government Fund, Inc.,
Alliance Global Small Cap Fund, Inc., Alliance Global
Strategic Income Trust, Inc., Alliance Growth and Income
Fund, Inc., Alliance High Yield Fund, Inc., Alliance Income
Builder Fund, Inc., Alliance Limited Maturity Government
Fund, Inc., Alliance Mortgage Securities Income Fund, Inc.,
Alliance Multi-Market Strategy Trust, Inc., Alliance
Municipal Income Fund, Inc., Alliance Municipal Income Fund
II, Alliance North American Government Income Trust, Inc.,
Alliance Premier Growth Fund, Inc., Alliance Quasar Fund,
Inc., Alliance Real Estate Investment Fund, Inc.,
Alliance/Regent Sector Opportunity Fund, Inc., Alliance
Short-Term Multi-Market Trust, Inc., Alliance Utility Income
Fund, Inc., Alliance Variable Products Series Fund, Inc.,
Alliance World Income Trust, Inc., Alliance Worldwide
Privatization Fund, Inc., Fiduciary Management Associates,
The Alliance Fund, Inc. and The Alliance Portfolios, and
filing the same, with exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may
do or cause to be done by virtue hereof.

                                  /s/  Ruth Block
                                  ___________________________
                                       Ruth Block

Dated:  October 8, 1998





<PAGE>


                     POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that the person
whose signature appears below hereby revokes all prior
powers granted by the undersigned to the extent inconsistent
herewith and constitutes and appoints John D. Carifa, Edmund
P. Bergan, Jr., Domenick Pugliese, Andrew L. Gangolf and
Emilie D. Wrapp and each of them, to act severally as
attorneys-in-fact and agents, with power of substitution and
resubstitution, for the undersigned in any and all
capacities, solely for the purpose of signing the respective
Registration Statements, and any amendments thereto, on Form
N-1A of ACM Institutional Reserves, Inc., AFD Exchange
Reserves, Alliance All-Asia Fund, Inc., Alliance Balanced
Shares, Inc., Alliance Bond Fund, Inc., Alliance Developing
Markets Fund, Inc. Alliance Global Dollar Government Fund,
Inc., Alliance Global Environment Fund, Inc., Alliance
Global Small Cap Fund, Inc., Alliance Global Strategic
Income Trust, Inc., Alliance Greater China 97 Fund, Inc.,
Alliance Growth and Income Fund, Inc., Alliance High Yield
Fund, Inc., Alliance Income Builder Fund, Inc., Alliance
International Fund, Alliance Limited Maturity Government
Fund, Inc., Alliance Mortgage Securities Income Fund, Inc.,
Alliance Multi-Market Strategy Trust, Inc., Alliance
Municipal Income Fund, Inc., Alliance Municipal Income Fund
II, Alliance New Europe Fund, Inc., Alliance North American
Government Income Trust, Inc., Alliance Premier Growth Fund,
Inc., Alliance Quasar Fund, Inc., Alliance Real Estate
Investment Fund, Inc., Alliance/Regent Sector Opportunity
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., Fiduciary Management Associates
and The Alliance Fund, Inc. and filing the same, with
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-
fact, or their substitute or substitutes, may do or cause to
be done by virtue hereof.

                                  /s/  David H. Dievler
                                  ___________________________
                                       David H. Dievler


Dated:  October 8, 1998





<PAGE>


                     POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that the person
whose signature appears below hereby revokes all prior
powers granted by the undersigned to the extent inconsistent
herewith and constitutes and appoints John D. Carifa, Edmund
P. Bergan, Jr., Domenick Pugliese, Andrew L. Gangolf and
Emilie D. Wrapp and each of them, to act severally as
attorneys-in-fact and agents, with power of substitution and
resubstitution, for the undersigned in any and all
capacities, solely for the purpose of signing the respective
Registration Statements, and any amendments thereto, on Form
N-1A of ACM Institutional Reserves, Inc., AFD Exchange
Reserves, Alliance All-Asia Fund, Inc., Alliance Balanced
Shares, Inc., Alliance Bond Fund, Inc., Alliance Developing
Markets Fund, Inc., Alliance Global Dollar Government Fund,
Inc., Alliance Global Environment Fund, Inc., Alliance
Global Small Cap Fund, Inc., Alliance Global Strategic
Income Trust, Inc., Alliance Growth and Income Fund, Inc.,
Alliance High Yield Fund, Inc., Alliance Income Builder
Fund, Inc., Alliance International Fund, Alliance Limited
Maturity Government Fund, Inc., Alliance Mortgage Securites
Incoem Fund, Inc., Alliance Multi-Market Strategy Trust,
Inc., Alliance Municipal Income Fund, Inc., Alliance
Municipal Income Fund II, Alliance New Europe Fund, Inc.,
Alliance North American Government Income Trust, Inc.,
Alliance Premier Growth Fund, Inc., Alliance Quasar Fund,
Inc., Alliance Real Estate Investment Fund, Inc.,
Alliance/Regent Sector Opportunity Fund, Inc., Alliance
Short-Term Multi-Market Trust, Inc., Alliance Utility Income
Fund, Inc., Alliance Variable Products Series Fund, Inc.,
Alliance World Income Trust, Inc., Alliance Worldwide
Privatization Fund, Inc., Fiduciary Management Associates,
The Alliance Fund, Inc., and filing the same, with exhibits
thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their
substitute or substitutes, may do or cause to be done by
virtue hereof.

                                  /s/  John H. Dobkin
                                  ___________________________
                                       John H. Dobkin


Dated:  October 8, 1998





<PAGE>


                     POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that the person
whose signature appears below hereby revokes all prior
powers granted by the undersigned to the extent inconsistent
herewith and constitutes and appoints John D. Carifa, Edmund
P. Bergan, Jr., Domenick Pugliese, Andrew L. Gangolf and
Emilie D. Wrapp and each of them, to act severally as
attorneys-in-fact and agents, with power of substitution and
resubstitution, for the undersigned in any and all
capacities, solely for the purpose of signing the respective
Registration Statements, and any amendments thereto, on Form
N-1A of ACM Institutional Reserves, Inc., AFD Exchange
Reserves, Alliance Balanced Shares, Inc., Alliance Bond
Fund, Inc., Alliance Capital Reserves, Alliance Global
Dollar Government Fund, Inc., Alliance Global Small Cap
Fund, Inc., Alliance Global Strategic Income Trust, Inc.,
Alliance Government Reserves, Alliance Greater China 97
Fund, Inc., Alliance Growth and Income Fund, Inc., Alliance
High Yield Fund, Inc., Alliance Income Builder Fund, Inc.,
Alliance Limited Maturity Government Fund, Inc., Alliance
Money Market Fund, Alliance Mortgage Securities Income Fund,
Inc., Alliance Multi-Market Strategy Trust, Inc., Alliance
Municipal Income Fund, Inc., Alliance Municipal Income Fund
II, Alliance Municipal Trust, Alliance North American
Government Income Trust, Inc., Alliance Premier Growth Fund,
Inc., Alliance Quasar Fund, Inc., Alliance Real Estate
Investment Fund, Inc., Alliance/Regent Sector Opportunity
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., Fiduciary Management Associates,
The Alliance Fund, Inc., The Alliance Portfolios and the
Hudson River Trust, and filing the same, with exhibits
thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their
substitute or substitutes, may do or cause to be done by
virtue hereof.

                                  /s/  William H. Foulk, Jr.
                                  ___________________________
                                       William H. Foulk, Jr.


Dated:  October 8, 1998





<PAGE>


                     POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that the person
whose signature appears below hereby revokes all prior
powers granted by the undersigned to the extent inconsistent
herewith and constitutes and appoints John D. Carifa, Edmund
P. Bergan, Jr., Domenick Pugliese, Andrew L. Gangolf and
Emilie D. Wrapp and each of them, to act severally as
attorneys-in-fact and agents, with power of substitution and
resubstitution, for the undersigned in any and all
capacities, solely for the purpose of signing the respective
Registration Statements, and any amendments thereto, on Form
N-1A of ACM Institutional Reserves, Inc., AFD Exchange
Reserves, Alliance Balanced Shares, Inc., Alliance Bond
Fund, Inc., Alliance Global Dollar Government Fund, Inc.,
Alliance Global Small Cap Fund, Inc., Alliance Global
Strategic Income Trust, Inc., Alliance Growth and Income
Fund, Inc., Alliance High Yield Fund, Inc., Alliance Income
Builder Fund, Inc., Alliance Limited Maturity Government
Fund, Inc., Alliance Mortgage Securities Income Fund, Inc.,
Alliance Multi-Market Strategy Trust, Inc., Alliance
Municipal Income Fund, Inc., Alliance Municipal Income Fund
II, Alliance North American Government Income Trust, Inc.,
Alliance Premier Growth Fund, Inc., Alliance Quasar Fund,
Inc., Alliance Real Estate Investment Fund, Inc.,
Alliance/Regent Sector Opportunity Fund, Inc., Alliance
Short-Term Multi-Market Trust, Inc., Alliance Utility Income
Fund, Inc., Alliance Variable Products Series Fund, Inc.,
Alliance World Income Trust, Inc., Alliance Worldwide
Privatization Fund, Inc., Fiduciary Management Associates
and The Alliance Fund, Inc., and filing the same, with
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-
fact, or their substitute or substitutes, may do or cause to
be done by virtue hereof.

                                  /s/  Dr. James M. Hester
                                  ___________________________
                                       Dr. James M. Hester


Dated:  October 8, 1998





<PAGE>


                     POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that the person
whose signature appears below hereby revokes all prior
powers granted by the undersigned to the extent inconsistent
herewith and constitutes and appoints John D. Carifa, Edmund
P. Bergan, Jr., Domenick Pugliese, Andrew L. Gangolf and
Emilie D. Wrapp and each of them, to act severally as
attorneys-in-fact and agents, with power of substitution and
resubstitution, for the undersigned in any and all
capacities, solely for the purpose of signing the respective
Registration Statements, and any amendments thereto, on Form
N-1A of ACM Institutional Reserves, Inc., AFD Exchange
Reserves, Alliance Balanced Shares, Inc., Alliance Bond
Fund, Inc., Alliance Global Dollar Government Fund, Inc.,
Alliance Global Small Cap Fund, Inc., Alliance Global
Strategic Income Trust, Inc., Alliance Growth and Income
Fund, Inc., Alliance High Yield Fund, Inc., Alliance Income
Builder Fund, Inc., Alliance Limited Maturity Government
Fund, Inc., Alliance Money Market Fund, Alliance Mortgage
Securities Income Fund, Inc., Alliance Multi-Market Strategy
Trust, Inc., Alliance Municipal Income Fund, Inc., Alliance
Municipal Income Fund II, Alliance North American Government
Income Trust, Inc., Alliance Premier Growth Fund, Inc.,
Alliance Quasar Fund, Inc., Alliance Real Estate Investment
Fund, Inc., Alliance/Regent Sector Opportunity Fund, Inc.,
Alliance Short-Term Multi-Market Trust, Inc., Alliance
Utility Income Fund, Inc., Alliance Variable Products Series
Fund, Inc., Alliance World Income Trust, Inc., Alliance
Worldwide Privatization Fund, Inc., Fiduciary Management
Associates, The Alliance Fund, Inc. and The Hudson River
Trust, and filing the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or
substitutes, may do or cause to be done by virtue hereof.

                                  /s/  Clifford L. Michel
                                  ___________________________
                                       Clifford L. Michel


Dated:  October 8, 1998





<PAGE>


                     POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that the person
whose signature appears below hereby revokes all prior
powers granted by the undersigned to the extent inconsistent
herewith and constitutes and appoints John D. Carifa, Edmund
P. Bergan, Jr., Domenick Pugliese, Andrew L. Gangolf and
Emilie D. Wrapp and each of them, to act severally as
attorneys-in-fact and agents, with power of substitution and
resubstitution, for the undersigned in any and all
capacities, solely for the purpose of signing the respective
Registration Statements, and any amendments thereto, on Form
N-1A of ACM Institutional Reserves, Inc., AFD Exchange
Reserves, Alliance Balanced Shares, Inc., Alliance Bond
Fund, Inc., Alliance Capital Reserves, 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 High Yield Fund, Inc., Alliance Income
Builder Fund, Inc., Alliance Limited Maturity Government
Fund, Inc., Alliance Mortgage Securities Income Fund, Inc.,
Alliance Multi-Market Strategy Trust, Inc., Alliance
Municipal Income Fund, Inc., Alliance Municipal Income Fund
II, Alliance Municipal Trust, Alliance North American
Government Income Trust, Inc., Alliance Premier Growth Fund,
Inc., Alliance Quasar Fund, Inc., Alliance Real Estate
Investment Fund, Inc., Alliance/Regent Sector Opportunity
Fund, Inc., Alliance Short-Term Multi-Market Trust, Inc.,
Alliance Utility Income Fund, Inc., Alliance Variable
Products Series Fund, Inc., Alliance World Income Trust,
Inc., Alliance Worldwide Privatization Fund, Inc., Fiduciary
Management Associates, The Alliance Fund, Inc., The Alliance
Portfolios and The Hudson River Trust, and filing the same,
with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-
fact, or their substitute or substitutes, may do or cause to
be done by virtue hereof.

                                  /s/  Donald J. Robinson
                                  ___________________________
                                       Donald J. Robinson


Dated:  October 8, 1998






00250050.AQ8



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