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This is filed pursuant to Rule 497(c).
File Nos. 33-85850 and 811-8838.
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Quick
Assets
Alliance Money Market Fund (the
"Fund") is an open-end management
investment company comprised of
seven portfolios (the "Portfo-
lios"), three of which are offered
by this Prospectus, each with in-
vestment objectives of safety, li-
quidity and maximum current income A Cash
(in the case of the General Munic-
ipal Portfolio, exempt from Fed- Management Service
eral income taxes), to the extent
consistent with the first two ob- with
jectives. The Prime, Government
and General Municipal Portfolios
are diversified. This Prospectus
sets forth the information about
each Portfolio that a prospective
investor should know before in-
vesting. Please retain it for fu-
ture reference. You will receive
semi-annual and annual reports of
your particular Portfolio.
AN INVESTMENT IN A PORTFOLIO IS Alliance Money Market Fund
(I) NEITHER INSURED NOR GUARANTEED
BY THE U.S. GOVERNMENT; (II) NOT A
DEPOSIT OR OBLIGATION OF, OR GUAR-
ANTEED OR ENDORSED BY, ANY BANK;
AND (III) NOT FEDERALLY INSURED BY .Prime Portfolio
THE FEDERAL DEPOSIT INSURANCE COR-
PORATION, THE FEDERAL RESERVE .Government Portfolio
BOARD OR ANY OTHER AGENCY. THERE
CAN BE NO ASSURANCE THAT A PORTFO- .General Municipal Portfolio
LIO WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00
PER SHARE.
A "Statement of Additional Infor-
mation" for the Fund dated April
20, 1995, (as amended as of June
28, 1996) which provides a further
discussion of certain areas 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 ref-
erence. For a free copy, contact
your Personal Broker.
THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SE-
CURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EX- Prospectus
CHANGE COMMISSION OR ANY STATE SE- April 20, 1995
CURITIES COMMISSION PASSED UPON (As amended as of June 28, 1996)
THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO QUICK & REILLY
THE CONTRARY IS A CRIMINAL OF- MEMBER NEW YORK STOCK EXCHANGE
FENSE.
<TABLE>
<S> <C>
</TABLE>
[CRC PANEL TO COME FROM CLIENT]
<PAGE>
EXPENSE INFORMATION
SHAREHOLDER TRANSACTION EXPENSES
The Portfolios have no sales load on purchases or reinvested dividends,
deferred sales load, redemption fee or exchange fee.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL PORTFOLIO OPERATING EXPENSES GENERAL
(as a percentage of average net assets, after PRIME GOVERNMENT MUNICIPAL
expense reimbursement) ----- ---------- ---------
<S> <C> <C> <C>
Management Fees.................................. .50% .50% .50%
12b-1 Fees....................................... .45 .45 .45
Other Expenses................................... .05 .05 .05
---- ---- ----
Total Portfolio Operating Expenses............... 1.00% 1.00% 1.00%
</TABLE>
EXAMPLE
You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return (cumulatively through the end of each time period):
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
Prime......................................................... $10 $32
Government.................................................... $10 $32
General Municipal............................................. $10 $32
</TABLE>
The purpose of the foregoing table is to assist the investor in understand-
ing the various costs and expenses that an investor in a Portfolio will bear
directly or indirectly. The expenses listed in the table for the Prime, Gov-
ernment and General Municipal Portfolios are net of voluntary expense reim-
bursements. The expenses of such Portfolios before expense reimbursements
would be: Prime Portfolio: Management Fees--.50%, 12b-1 Fees--.45%, Other Ex-
penses--.12% and Total Operating Expenses--1.07%; Government Portfolio: Man-
agement Fees--.50%, 12b-1 Fees--.45%, Other Expenses--.20% and Total Operating
Expenses--1.15%; General Municipal Portfolio: Management Fees--.50%, 12b-1
Fees--.45%, Other Expenses--.19% and Total Fund Operating Expenses--1.14%. The
category "Other Expenses" is based on the estimated amounts expected to be in-
curred during each Portfolio's first fiscal year. THE EXAMPLE SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES; ACTUAL EXPENSES MAY BE
GREATER OR LESS THAN THOSE SHOWN.
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
(UNAUDITED)
The following table sets forth unaudited per-share information for the
Prime, Government and General Municipal Portfolios of the Fund as of May 31,
1996. Unaudited financial statements and related notes as of such date have
also been added to the Statement of Additional Information.
<TABLE>
<CAPTION>
DECEMBER 29, 1995* THROUGH
MAY 31, 1996
-----------------------------------------
(UNAUDITED)
PRIME GOVERNMENT GENERAL MUNICIPAL
------ ---------- -----------------
<S> <C> <C> <C>
Net asset value, beginning of period.. $ 1.00 $1.00 $1.00
------ ----- -----
INCOME FROM INVESTMENT OPERATIONS
Net investment income................. .019 .019 .013
------ ----- -----
LESS: DISTRIBUTIONS
Dividends from net investment income.. (.019) (.019) (.013)
------ ----- -----
Net asset value, end of period........ $ 1.00 $1.00 $1.00
====== ===== =====
TOTAL RETURNS
Total investment return based on net
asset value (a)...................... 4.53% 4.52% 2.83%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in mil-
lions)............................... $2,408 $ 100 $ 117
Ratio to average net assets of:
Expenses, net of waivers and reim-
bursements.......................... 1.00%(b) 1.00%(b) 1.00%(b)
Expenses, before waivers and reim-
bursements.......................... 1.21%(b) 1.50%(b) 1.46%(b)
Net investment income (c)............ 4.50%(b) 4.53%(b) 2.82%(b)
</TABLE>
- -------
* Commencement of operations for each Portfolio except General Municipal
which commenced operations on December 13, 1995.
(a) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of period.
(b) Annualized.
(c) Net of expenses reimbursed or waived by the Adviser.
INVESTMENT OBJECTIVES AND POLICIES
The investment objectives of each Portfolio are--in the following order of
priority--safety of principal, excellent liquidity and, to the extent consis-
tent with the first two objectives, maximum current income (exempt from income
taxes to the extent described below in the case of the General Municipal Port-
folio). As a matter of funda-
2
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mental policy, each Portfolio pursues its objectives by maintaining a portfo-
lio of high-quality money market securities. While no Portfolio may change
this policy or the "other fundamental investment policies" described below
without shareholder approval, it may, upon notice to shareholders, but without
such approval, change non-fundamental investment policies or create additional
series or classes of shares in order to establish portfolios which may have
different investment objectives. There can be no assurance that any Portfo-
lio's objectives will be achieved.
The Portfolios will comply with Rule 2a-7 under the Investment Company Act
of 1940 (the "1940 Act"), as amended from time to time, including the diversi-
ty, quality and maturity limitations imposed by the Rule. Accordingly, each
Portfolio will invest in securities which, at the time of investment, have re-
maining maturities not exceeding 397 days, and the average maturity of each
Portfolio's investment portfolio will not exceed 90 days. A more detailed de-
scription of Rule 2a-7 is set forth in the Fund's Statement of Additional In-
formation.
PRIME PORTFOLIO
The money market securities in which the Prime Portfolio invests include:
(1) marketable obligations of, or guaranteed by, the United States Government,
its agencies or instrumentalities (collectively, the "U.S. Government"); (2)
certificates of deposit, bankers' acceptances and interest-bearing savings de-
posits issued or guaranteed by banks or savings and loan associations having
total assets of more than $1 billion and which are members of the Federal De-
posit Insurance Corporation and certificates of deposit and bankers' accept-
ances denominated in U.S. dollars and issued by U.S. branches of foreign banks
having total assets of at least $1 billion that are believed by Alliance Capi-
tal Management L.P. (the "Adviser") to be of quality equivalent to that of
other such instruments in which the Portfolio may invest; (3) commercial paper
of prime quality [i.e., rated A-1+ or A-1 by Standard & Poor's Corporation
("Standard & Poor's") or Prime-1 by Moody's Investors Service, Inc.
("Moody's") or, if not rated, issued by companies having outstanding debt se-
curities rated AAA or AA by Standard & Poor's, or Aaa or Aa by Moody's] and
participation interests in loans extended by banks to such companies; and
(4) repurchase agreements that are collateralized in full each day by liquid
securities of the types listed above. These agreements are entered into with
"primary dealers" (as designated by the Federal Reserve Bank of New York) in
U.S. Government securities or The Bank of New York, the Fund's Custodian, and
would create a loss to the Prime Portfolio if, in the event of a dealer de-
fault, the proceeds from the sale of the collateral were less than the repur-
chase price. The Prime Portfolio may also invest in certificates of deposits
issued by, and time deposits maintained at, foreign branches of domestic banks
described in (2) above and prime quality dollar-denominated commercial paper
issued by foreign companies meeting the criteria specified in (3) above.
The Prime Portfolio also may invest in asset-backed securities that meet its
existing diversification, quality and maturity criteria. Asset-backed securi-
ties are securities issued by special purpose entities whose primary assets
consist of a pool of loans or accounts receivable. The securities may be in
the form of a beneficial interest in a special purpose trust, limited partner-
ship interest, or commercial paper or other debt securities issued by a spe-
cial purpose corporation. Although the securities may have some form of credit
or liquidity enhancement, payments on the securities depend predominately upon
collection of the loans and receivables held by the issuer.
Certain Fundamental Investment Policies. To maintain portfolio
diversification and reduce investment risk, the Prime Portfolio may not: (1)
invest more than 25% of its assets in the securities of issuers conducting
their principal business activities in any one industry although there is no
such limitation with respect to U.S. Government securities or certificates of
deposit, bankers' acceptances and interest bearing savings deposits;
(2) invest more than 5% of its assets in the securities of any one issuer
(except the U.S. Government) although with respect to one-quarter of its total
assets it may invest without regard to such limitation; (3) purchase more than
10% of any class of the voting securities of any one issuer (except the U.S.
Government); (4) borrow money except from banks on a temporary basis or by
entering into reverse repurchase agreements in aggregate amounts not exceeding
15% of its assets and to facilitate the orderly maturation and sale of
portfolio securities during any periods of abnormally heavy redemption
requests; or (5) mortgage, pledge or hypothecate its assets except to secure
such borrowings.
As a matter of operating policy, fundamental policy number (2) would give
Prime Portfolio the ability to invest, with respect to 25% of its assets, more
than 5% of its assets in any one issuer only in the event Rule 2a-7 is amended
in the future.
3
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GOVERNMENT PORTFOLIO
The securities in which the Government Portfolio invests are: (1) marketable
obligations of, or guaranteed by, the United States Government, its agencies
or instrumentalities (collectively, the "U.S. Government"), including issues
of the United States Treasury, such as bills, certificates of indebtedness,
notes and bonds, and issues of agencies and instrumentalities established un-
der the authority of an act of Congress; and (2) repurchase agreements that
are collateralized in full each day by the types of securities listed above.
These agreements are entered into with "primary dealers" (as designated by the
Federal Reserve Bank of New York) in U.S. Government securities or the Fund's
Custodian and would create a loss to the Government Portfolio if, in the event
of a dealer default, the proceeds from the sale of the collateral were less
than the repurchase price. The Government Portfolio may commit up to 15% of
its net assets to the purchase of when-issued U.S. Government securities,
whose value may fluctuate prior to their settlement, thereby creating an
unrealized gain or loss to the Government Portfolio.
Certain Fundamental Investment Policies. To maintain portfolio diversifica-
tion and reduce investment risk, the Government Portfolio may not: (1) borrow
money except from banks on a temporary basis or by entering into reverse re-
purchase agreements in aggregate amounts not exceeding 10% of its assets and
to be used exclusively to facilitate the orderly maturation and sale of port-
folio securities during any periods of abnormally heavy redemption requests,
if they should occur; such borrowings may not be used to purchase investments
and it will not purchase any investment while any such borrowings exist; or
(2) pledge, hypothecate or in any manner transfer, as security for indebted-
ness, its assets except to secure such borrowings.
GENERAL MUNICIPAL PORTFOLIO
As a matter of fundamental policy, the General Municipal Portfolio, except
when assuming a temporary defensive position, must maintain at least 80% of
its total assets in high-quality municipal securities (as opposed to the
taxable investments described below). Normally, substantially all of the
General Municipal Portfolio's income will be tax-exempt as described below.
The General Municipal Portfolio seeks maximum current income that is exempt
from Federal income taxes by investing principally in a diversified portfolio
of high-quality municipal securities. Such income may be subject to state or
local income taxes.
Alternative Minimum Tax. The General Municipal Portfolio may invest without
limitation in tax-exempt municipal securities subject to the Federal
alternative minimum tax (the "AMT").
Under current Federal income tax law, (1) interest on tax-exempt municipal
securities issued after August 7, 1986 which are "specified private activity
bonds," and the proportionate share of any exempt-interest dividends paid by a
regulated investment company which receives interest from such specified pri-
vate activity bonds, will be treated as an item of tax preference for purposes
of the AMT imposed on individuals and corporations, though for regular Federal
income tax purposes such interest will remain fully tax-exempt, and (2) inter-
est on all tax-exempt obligations will be included in "adjusted current earn-
ings" of corporations for AMT purposes. Such bonds have provided, and may con-
tinue to provide, somewhat higher yields than other comparable municipal secu-
rities. See below, "Daily Dividends and Other Distributions" and "Taxes."
Municipal Securities. The municipal securities in which the General Munici-
pal Portfolio invests include municipal notes and short-term municipal bonds.
Municipal notes are generally used to provide for short-term capital needs and
generally have maturities of one year or less. Examples include tax anticipa-
tion and revenue anticipation notes which are generally issued in anticipation
of various seasonal revenues, bond anticipation notes, and tax-exempt commer-
cial paper. Short-term municipal bonds may include general obligation bonds,
which are secured by the issuer's pledge of its faith, credit and taxing power
for payment of principal and interest, and revenue bonds, which are generally
paid from the revenues of a particular facility or a specific excise or other
source.
The General Municipal Portfolio may invest in variable rate obligations
whose interest rates are adjusted either at predesignated periodic intervals
or whenever there is a change in the market rate to which the security's in-
terest rate is tied. Such adjustments tend to minimize changes in the market
value of the obligation and, accordingly, enhance the ability of the Portfolio
to maintain a stable net asset value. Variable rate securities purchased may
include participation interests in industrial development bonds backed by let-
ters of credit of Federal Deposit Insurance Corporation member banks having
total assets of more than $1 billion. The letters of credit of any single bank
in respect of all variable rate obligations will not cover more than 10% of
the General Municipal Portfolio's total assets.
4
<PAGE>
Each of the General Municipal Portfolio's municipal securities at the time
of purchase are rated within the two highest quality ratings of Moody's (Aaa
and Aa, MIG 1 and MIG 2, or VMIG 1 and VMIG 2) or Standard & Poor's (AAA and
AA or SP-1 and SP-2), or judged by the Adviser to be of comparable quality.
Securities must also meet credit standards applied by the Adviser.
To further enhance the quality and liquidity of the securities in which the
General Municipal Portfolio invests, such securities frequently are supported
by credit and liquidity enchancements, such as letters of credit, from third
party financial institutions. The Portfolio continuously monitors the credit
quality of such third parties; however, changes in the credit quality of such
a financial institution could cause the Portfolio's investments backed by that
institution to lose value and affect the Portfolio's share price.
The General Municipal Portfolio also may invest in stand-by commitments,
which may involve certain expenses and risks, but such commitments are not ex-
pected to comprise more than 5% of the Portfolio's net assets. The General Mu-
nicipal Portfolio may commit up to 15% of its net assets to the purchase of
when-issued securities. The Fund's Custodian will maintain, in a separate ac-
count of the General Municipal Portfolio, liquid high-grade debt securities
having value equal to, or greater than, such commitments. The price of when-
issued securities, which is generally expressed in yield terms, is fixed at
the time the commitment to purchase is made, but delivery and payment for such
securities takes place at a later time. Normally the settlement date occurs
from within ten days to one month after the purchase of the issue. The value
of when-issued securities may fluctuate prior to their settlement, thereby
creating an unrealized gain or loss to the General Municipal Portfolio.
Taxable Investments. The taxable investments in which the General Municipal
Portfolio may invest include obligations of the U.S. Government and its agen-
cies, high-quality certificates of deposit and bankers' acceptances, prime
commercial paper and repurchase agreements.
Certain Fundamental Investment Policies. To reduce investment risk, the Gen-
eral Municipal Portfolio may not invest more than 25% of its total assets in
municipal securities whose issuers are located in the same state and may not:
(1) invest more than 25% of its total assets in municipal securities the in-
terest upon which is paid from revenues of similar-type projects; (2) 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 the Gen-
eral Municipal Portfolio may invest up to 10% per issuer; or (3) purchase more
than 10% of any class of the voting securities of any one issuer except those
of the U.S. Government.
POLICIES APPLICABLE TO EACH PORTFOLIO
No Portfolio will maintain more than 10% of its net assets in illiquid
securities which include "restricted securities" subject to legal restrictions
on resale arising from an issuer's reliance upon certain exemptions from
registration under the Securities Act of 1933, as amended (the "Securities
Act"). Each Portfolio may purchase restricted securities determined by the
Adviser to be liquid in accordance with procedures adopted by the Trustees of
the Fund, including securities eligible for resale under Rule 144A under the
Securities Act and commercial paper issued in reliance upon the exemption from
registration in Section 4(2) of the Securities Act.
PURCHASE AND REDEMPTION OF SHARES
OPENING ACCOUNTS
Contact your Quick & Reilly Personal Broker to open a Fund account. The ini-
tial deposit requirement is $500. Balances will appear on your monthly state-
ment.
SUBSEQUENT INVESTMENTS
BY CHECK THROUGH QUICK & REILLY. Mail or deliver your check (minimum $100),
payable to U.S. Clearing Corp., to your Personal Broker who will deposit it
into the Portfolio(s). Please designate the appropriate Portfolio(s) and indi-
cate your brokerage account number on the check or draft.
BY SWEEP. Quick & Reilly has available an automatic "sweep" for customers in
the Prime Portfolio, Government Portfolio or General Municipal Portfolio. If
you request the sweep arrangement, all cash balances of $10 or more are moved
into one of the Portfolios on a
5
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daily basis. Sales proceeds in total from trades will be swept into the desig-
nated Portfolio on settlement date.
REDEMPTIONS
BY CONTACTING YOUR QUICK & REILLY PERSONAL BROKER. Instruct your Quick &
Reilly Personal Broker to order a withdrawal from your Fund account and issue
a check made payable to you.
BY SWEEP. Quick & Reilly's automatic "sweep" moves money from your money
market account automatically to cover security purchases into your Quick &
Reilly brokerage account.
BY CHECK-WRITING. With this service, you may write checks made payable to
any payee. Checks cannot be written for more than the principal balance (not
including any accrued dividends) in your account. First you must fill out the
Signature Card which you can obtain from your Quick & Reilly Personal Broker.
There is no separate charge for the check-writing service and your checks are
provided free of charge. The check-writing service enables you to receive the
daily dividends declared on the shares to be redeemed until the day that your
check is presented for payment.
ADDITIONAL INFORMATION
SHARE PRICE
Shares are sold and redeemed on a continuous basis without sales or redemp-
tion charges at their net asset value which is expected to be constant at
$1.00 per share, although this price is not guaranteed. The net asset value of
each Portfolio's shares is determined each business day (i.e., any weekday ex-
clusive of days on which the New York Stock Exchange or The Bank of New York
is closed) at 12:00 Noon and 4:00 p.m. (New York time). The net asset value
per share of a Portfolio is calculated by taking the sum of the value of that
Portfolio's investments (amortized cost value is used for this purpose) and
any cash or other assets, subtracting liabilities, and dividing by the total
number of shares of that Portfolio outstanding. All expenses, including the
fees payable to the Adviser, are accrued daily.
TIMING OF INVESTMENTS AND REDEMPTIONS
The Portfolios have two transaction times each business day, 12:00 Noon and
4:00 p.m. (New York time). New investments represented by Federal funds or
bank wire monies received by The Bank of New York at any time during a day
prior to 4:00 p.m. are entitled to the full dividend to be paid to sharehold-
ers for that day. Shares do not earn dividends on the day a redemption is ef-
fected regardless of whether the redemption order is received before or after
12:00 Noon.
Redemption proceeds are normally wired or mailed either the same or the next
business day, but in no event later than seven days, unless redemptions have
been suspended or postponed due to the determination of an "emergency" by the
Securities and Exchange Commission or to certain other unusual conditions.
DAILY DIVIDENDS AND OTHER DISTRIBUTIONS
All net income of each Portfolio is determined each business day at 4:00
p.m. and is paid immediately thereafter pro rata to shareholders of record of
that Portfolio via automatic investment in additional full and fractional
shares of that Portfolio in each shareholder's account. As such additional
shares are entitled to dividends on following days, a compounding growth of
income occurs.
Net income consists of all accrued interest income on a Portfolio's assets
less the Portfolio's expenses applicable to that dividend period. Realized
gains and losses are reflected in its net asset value and are not included in
net income.
TAXES
A prospective investor should review the more detailed discussion of Federal
income tax considerations relevant to each Portfolio that is contained in the
Statement of Additional Information. In addition, each prospective investor
should consult with his/her own tax advisers as to the tax consequences of an
investment in the Portfolios, including the status of distributions from a
Portfolio in his/her own state and locality and the possible applicability of
the AMT to a portion of the distributions of the General Municipal Portfolio.
The Fund intends to qualify each Portfolio each year as a separate "regu-
lated investment company" and as
6
<PAGE>
such, each Portfolio will not be subject to Federal income and excise taxes on
the investment company taxable income and net capital gains, if any, distrib-
uted to shareholders.
PRIME PORTFOLIO AND GOVERNMENT PORTFOLIO. Shareholders of the Prime
Portfolio and Government Portfolio (other than tax-exempt shareholders) will
be subject to Federal income tax on the ordinary income dividends and any
capital gains dividends from these Portfolios and may also be subject to state
and local taxes. The laws of some states and localities, however, may exempt
from some taxes dividends paid on shares of the Prime Portfolio and Government
Portfolio, which are dividends attributable to interest from obligations of
the U.S. Government and certain of its agencies and instrumentalities.
DISTRIBUTIONS FROM THE GENERAL MUNICIPAL PORTFOLIO. Distributions to you out
of tax-exempt interest income earned by the General Municipal Portfolio are
not subject to Federal income tax (other than the AMT), but may be subject to
state or local income taxes. Any exempt-interest dividends derived from
interest on municipal securities subject to the AMT will be a specific
preference item for purposes of the Federal individual and corporate AMT.
Distributions from the General Municipal Portfolio to a corporate shareholder
are not exempt from the corporate taxes imposed by the respective
jurisdictions. Distributions out of taxable interest income, other investment
income and short-term capital gains are taxable to you as ordinary income and
distributions of long-term capital gains, if any, are taxable as long-term
taxable gains irrespective of the length of time you may have held your
shares. Distributions of short and long-term capital gains, if any, are
normally made near year-end. Each year shortly after December 31, the Fund
will send to you tax information stating the amount and type of all its
distributions for the year just ended.
GENERAL. Distributions to shareholders will be treated in the same manner
for Federal income tax purposes whether received in cash or reinvested in
additional shares of a Portfolio. In general, distributions by a Portfolio are
taken into account by shareholders in the year in which they are made.
However, certain distributions made during January will be treated as having
been paid by a Portfolio and received by the shareholders on December 31 of
the preceding year. A statement setting forth the Federal income tax status of
all distributions made (or deemed made) during the calendar year, including
any portions which constitute ordinary income dividends, capital gains
dividends and exempt-interest dividends and U.S. Government interest dividends
will be sent to each shareholder of a Portfolio promptly after the end of each
calendar year.
MANAGEMENT OF THE FUND
ADVISER
Alliance Capital Management L.P., a New York Stock Exchange listed company
with principal offices at 1345 Avenue of the Americas, New York, NY 10105, has
been retained by the Fund, on behalf of each Portfolio, under an investment
advisory agreement (the "Advisory Agreement") to provide investment advice
and, in general, to conduct the management and investment program of the Fund
under the supervision and control of the Fund's Trustees.
Alliance Capital Management Corporation, the sole general partner of, and
the owner of a 1% general partnership interest in, the Adviser is an indirect
wholly-owned subsidiary of The Equitable Life Assurance Society of the United
States ("Equitable"), one of the largest life insurance companies in the
United States and a wholly-owned subsidiary of The Equitable Companies Incor-
porated, a holding company controlled by AXA, a French insurance holding com-
pany. Certain information concerning the ownership and control of Equitable by
AXA is set forth in the Statement of Additional Information under "Management
of the Fund."
Under its Advisory Agreement with the Fund, the Adviser provides investment
advisory services and order placement facilities for the Fund. Under the Advi-
sory Agreement, each Portfolio pays the Adviser a fee at the annual rate of
.50% of a Portfolio's average daily net assets. The Adviser may, from time to
time, voluntarily waive a portion of its advisory fees payable from one or
more of the Portfolios.
In addition to the payments to the Adviser under the Advisory Agreement de-
scribed above, the Fund may pay
7
<PAGE>
certain other costs, including (i) custody, transfer and dividend disbursing
expenses, (ii) fees of the Trustees who are not affiliated persons, (iii) le-
gal and auditing expenses, (iv) clerical, accounting, administrative and other
office costs, (v) costs of personnel providing services to the Fund, as appli-
cable, (vi) costs of printing prospectuses and shareholder reports, (vii) ex-
penses and fees related to registration and filing with the Securities and Ex-
change Commission and with state regulatory authorities and (viii) such promo-
tional expenses as may be contemplated by an effective plan pursuant to Rule
12b-1 under the 1940 Act.
Under a Distribution Services Agreement (the "Agreement"), each Portfolio
pays the Adviser at a maximum annual rate of .45 of 1% of the Portfolio's ag-
gregate average daily net assets. Substantially all such monies (together with
significant amounts from the Adviser's own resources) are paid by the Adviser
to broker-dealers and other financial intermediaries for their distribution
assistance and to banks and other depository institutions for administrative
and accounting services provided to the Portfolios, with any remaining amounts
being used to partially defray other expenses incurred by the Adviser in dis-
tributing the Portfolios' shares. The Fund believes that the administrative
services provided by depository institutions are permissible activities under
present banking laws and regulations and will take appropriate actions (which
should not adversely affect the Portfolios or their shareholders) in the fu-
ture to maintain such legal conformity should any changes in, or interpreta-
tions of, such laws or regulations occur.
ADMINISTRATOR
Pursuant to an Administration Agreement, ADP Financial Information Services,
Inc., a wholly-owned subsidiary of Automatic Data Processing, Inc., serves as
administrator of the Fund, on behalf of the Portfolios. The Administrator per-
forms or arranges for the performance of certain services, mainly remote
processing services through its propriety shareholder accounting system. ADP
is entitled to receive from each Portfolio a fee computed daily and paid
monthly at a maximum annual rate equal to .05% of such Portfolio's average
daily net assets. ADP may, from time to time, voluntarily waive all or a por-
tion of its fees payable to it under the Administration Agreement. ADP shall
not have any responsibility or authority for any Portfolio's investments, the
determination of investment policy, or for any matter pertaining to the dis-
tribution of Portfolio shares.
TRANSFER AGENT AND DISTRIBUTOR
Alliance Fund Services, Inc., P.O. Box 1520, Secaucus, NJ 07096-1520 and Al-
liance Fund Distributors, Inc., 1345 Avenue of the Americas, New York, NY
10105, are the Fund's Transfer Agent and Distributor, respectively.
ORGANIZATION
Each of the Portfolios is a series of Alliance Money Market Fund, an open-
end management investment company registered under the 1940 Act and organized
as a Massachusetts business trust on October 26, 1994. The New Jersey, New
York, California and Connecticut Municipal Portfolios are non-diversified se-
ries of the Fund and are not offered by this Prospectus. Each Portfolio's ac-
tivities are supervised by the Trustees of the Fund. Normally, shares of each
series are entitled to one vote per share, and vote as a single series, on
matters that affect each series in substantially the same manner. Massachu-
setts law does not require annual meetings of shareholders and it is antici-
pated that shareholder meetings will be held only when required by Federal
law. Shareholders have available certain procedures for the removal of Trust-
ees.
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Quick & Reilly, Inc. may charge you a fee for providing assistance in regard
to the maintenance of your Fund account(s), which will be deducted each month
from your Fund account(s). Such a fee will reduce your yield.
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