ALLIANCE MONEY MARKET FUND
497, 2000-03-31
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     This is filed pursuant to Rule 497(e).
     File Nos.: 033-85850 and 811-08838



[LOGO]                         Global Asset Manager
Web Street Securities, Inc.

Presents...

Alliance Money Market Fund

- - Prime Portfolio

- - Government Portfolio

- - General Municipal Portfolio

Prospectus
March 27, 2000

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

                              Members NASD and SIPC

<PAGE>

      This prospectus describes three Portfolios of the Alliance Money Market
Fund. The Portfolios' investment adviser is Alliance Capital Management L.P., a
global investment manager providing diversified services to institutions and
individuals through a broad line of investments including more than 100 mutual
funds.

- --------------------------------------------------------------------------------
                               RISK/RETURN SUMMARY
- --------------------------------------------------------------------------------

      The following is a summary of certain key information about the
Portfolios. You will find additional information about the Portfolios, including
a detailed description of the risks of an investment in each Portfolio, after
this summary.

      Objectives: The investment objectives of each Portfolio are--in the
following order of priority--safety of principal, excellent liquidity and, to
the extent consistent with the first two objectives, maximum current income
(exempt from income taxes to the extent described below in the case of the
General Municipal Portfolio).

      Principal Investment Strategy: The Portfolios are "money market funds"
that seek to maintain a stable net asset value of $1.00 per share. Each
Portfolio pursues its objectives by maintaining a portfolio of high-quality
money market securities.

      Principal Risks: The principal risks of investing in the Portfolios are:

      o Interest Rate Risk This is the risk that changes in interest rates will
adversely affect the yield or value of the Portfolios' investments in debt
securities.

      o Credit Risk This is the risk that the issuer or guarantor of a debt
security will be unable or unwilling to make timely interest or principal
payments, or to otherwise honor its obligations. The degree of risk for a
particular security may be reflected in its credit rating. Credit risk includes
the possibility that any of the Portfolios' investments will have its credit
ratings downgraded.

      Another important thing for you to note:

      An investment in the Portfolios is not a deposit in a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Although the Portfolios seek to preserve the value of your
investment at $1.00 per share, it is possible to lose money by investing in the
Portfolios.

PERFORMANCE AND BAR CHART INFORMATION

      For each Portfolio, the performance table shows the Portfolio's average
annual total returns and the bar chart shows the Portfolio's annual returns. The
table and the bar chart provide an indication of the historical risk of an
investment in each Portfolio by showing:

      o the Portfolio's average annual total returns for one year and the life
of the Portfolio; and

      o changes in the Portfolio's performance from year to year over the life
of the Portfolio.

      A Portfolio's past performance does not necessarily indicate how it will
perform in the future.

      You may obtain the most current seven-day yield information for any
Portfolio by calling 1-800-221-9513 or your broker.


                                        2

<PAGE>

Prime Portfolio

                                PERFORMANCE TABLE

                                                             Since
                                                 1 Year      Inception*
- --------------------------------------------------------------------------------
                                                  4.37%        4.61%
- --------------------------------------------------------------------------------


                                    BAR CHART

  [THE FOLLOWING TABLE WAS REPRESENTED AS A BAR CHART IN THE PRINTED MATERIAL.]

                        n/a      4.59%     4.78%     4.71%     4.37%
- --------------------------------------------------------------------------------
Calendar Year End       95        96        97        98        99

      During the period shown in the bar chart, the highest return for a quarter
was 1.18% (quarter ending December 31, 1999) and the lowest return for a quarter
was 1.00% (quarter ending June 30, 1999).


Government Portfolio

                                PERFORMANCE TABLE

                                                             Since
                                                 1 Year      Inception*
- --------------------------------------------------------------------------------
                                                  4.28%        4.52%
- --------------------------------------------------------------------------------


                                    BAR CHART

  [THE FOLLOWING TABLE WAS REPRESENTED AS A BAR CHART IN THE PRINTED MATERIAL.]

                        n/a      4.53%     4.67%     4.62%     4.28%
- --------------------------------------------------------------------------------
Calendar Year End       95        96        97        98        99

      During the period shown in the bar chart, the highest return for a quarter
was 1.16% (quarter ending March 31, 1998) and the lowest return for a quarter
was .99% (quarter ending June 30, 1999).


General Municipal Portfolio

                                PERFORMANCE TABLE

                                                             Since
                                                 1 Year      Inception*
- --------------------------------------------------------------------------------
                                                  2.46%        2.73%
- --------------------------------------------------------------------------------


                                    BAR CHART

  [THE FOLLOWING TABLE WAS REPRESENTED AS A BAR CHART IN THE PRINTED MATERIAL.]

                        n/a      2.78%     2.93%     2.73%     2.46%
- --------------------------------------------------------------------------------
Calendar Year End       95        96        97        98        99

      During the period shown in the bar chart, the highest return for a quarter
was .77% (quarter ending June 30, 1997) and the lowest return for a quarter was
 .52% (quarter ending March 31, 1999).

*  Inception date: 12/29/95.
** Inception date: 12/13/95.


                                        3

<PAGE>

- --------------------------------------------------------------------------------
                       FEES AND EXPENSES OF THE PORTFOLIOS
- --------------------------------------------------------------------------------

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolios.

Shareholder Fees (fees paid directly from your investment)

The Portfolios have no sales load on purchases or reinvested dividends, deferred
sales loads, or redemption or exchange fees.

Annual Portfolio Operating Expenses (expenses that are deducted from Portfolio
assets) And Examples

<TABLE>
<CAPTION>
                                                    ANNUAL PORTFOLIO OPERATING EXPENSES
                                                  Prime          Government     General Municipal
                                            ================= ================= =================
<S>                                                 <C>               <C>               <C>
   Management Fees ......................            .50%              .50%              .50%
   12b-1 Fees ...........................            .45%              .45%              .45%
   Other Expenses .......................            .16%              .39%              .42%
                                               ---------         ---------         ---------
   Total Portfolio Operating Expenses ...           1.11%             1.34%             1.37%
   Waiver and/or Expense Reimbursement* .           (.11)%            (.34)%            (.37)%
                                               ---------         ---------         ---------
   Net Expenses .........................           1.00%             1.00%             1.00%
</TABLE>

- ----------
*     Reflects Alliance's contractual waiver of a portion of its advisory fee
      and/or reimbursement during each Portfolio's current fiscal year of a
      portion of the Portfolio's operating expenses so that each Portfolio's
      expense ratio does not exceed 1.00%.

EXAMPLES**

The examples are to help you compare the cost of investing in a Portfolio with
the cost of investing in other funds. They assume that you invest $10,000 in the
Portfolio for the time periods indicated and then redeem all of your shares at
the end of those periods. They also assume that your investment has a 5% return
each year, that the Portfolio's operating expenses stay the same and that all
dividends and distributions are reinvested. Your actual costs may be higher or
lower.

<TABLE>
<CAPTION>
                                                  Prime          Government     General Municipal
                                            ================= ================= =================
<S>                                                 <C>               <C>               <C>
   1 Year ...............................      $     102         $     102         $     102
   3 Years ..............................      $     342         $     391         $     397
   5 Years ..............................      $     601         $     702         $     715
   10 Years .............................      $   1,342         $   1,583         $   1,614
</TABLE>

- ----------
**    These examples assume that Alliance's agreement to bear a portion of each
      Portfolio's operating expenses is not extended beyond its initial period
      of one year.

- --------------------------------------------------------------------------------
    OTHER INFORMATION ABOUT THE PORTFOLIOS' OBJECTIVES, STRATEGIES, AND RISKS
- --------------------------------------------------------------------------------

      This section of the prospectus provides a more complete description of the
investment objectives and principal strategies and risks of the Portfolios.

      Please note:

      o Additional descriptions of each Portfolio's strategies and investments,
as well as other strategies and investments not described below, may be found in
the Portfolios' Statement of Additional Information or SAI.

      o There can be no assurance that any Portfolio will achieve its investment
objectives.


                                        4
<PAGE>

Investment Objectives and Strategies

      As money market funds, the Portfolios must meet the requirements of
Securities and Exchange Commission Rule 2a-7. The Rule imposes strict
requirements on the investment quality, maturity, and diversification of the
Portfolios' investments. Under that Rule, the Portfolios' investments must each
have a remaining maturity of no more than 397 days and the Portfolios must
maintain an average weighted maturity that does not exceed 90 days.

Prime Portfolio

      The Prime Portfolio's investments may include:

      o marketable obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities;

      o certificates of deposit, bankers' acceptances, and interest-bearing
savings deposits issued or guaranteed by banks or savings and loans associations
(including foreign branches of U.S. banks or U.S. or foreign branches of foreign
banks) having total assets of more than $1 billion;

      o high-quality commercial paper (or, if not rated, commercial paper
determined by Alliance to be of comparable quality) issued by U.S. or foreign
companies and participation interests in loans made to companies that issue such
commercial paper;

      o adjustable rate obligations;

      o restricted securities (i.e., securities subject to legal or contractual
restrictions on resale);

      o asset-backed securities; and

      o repurchase agreements that are fully collateralized.

      The Portfolio may invest up to 25% of its total assets in money market
instruments issued by foreign branches of foreign banks. To the extent the
Portfolio makes such investments, consideration will be given to their domestic
marketability, the lower reserve requirements generally mandated for overseas
banking operations, the possible impact of interruptions in the flow of
international currency transactions, potential political and social instability
or expropriation, imposition of foreign taxes, the lower level of government
supervision of issuers, the difficulty in enforcing contractual obligations, and
the lack of uniform accounting and financial reporting standards.

      The Portfolio does not invest more than 25% of its assets in securities of
issuers in any one industry except for U.S. Government securities or
certificates of deposit and bankers' acceptances issued or guaranteed by, or
interest bearing savings deposits maintained at, banks and savings institutions
and loan associations (including foreign branches of U.S. banks and U.S.
branches of foreign banks).

Government Portfolio

      The Government Portfolio's investments may include:

      o marketable obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities;

      o adjustable rate obligations;

      o repurchase agreements that are fully collateralized; and

      o restricted securities (i.e., securities subject to legal or contractual
restrictions on resale).

      The Government Portfolio may commit up to 15% of its net assets to the
purchase of when-issued U.S. Government securities.

General Municipal Portfolio

      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. The Portfolio's income may be
subject to state or local income taxes.

      The Portfolio may invest without limit in tax-exempt municipal securities
that are subject to the Federal alternative minimum tax (the "AMT").

      Municipal Securities. The General Municipal Portfolio's investments in
municipal securities 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 397 days or less.


                                        5
<PAGE>

Examples include tax anticipation and revenue anticipation notes, which are
generally issued in anticipation of various seasonal revenues, bond anticipation
notes, and tax-exempt commercial 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 adjustable 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 interest
rate is tied. These 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. Adjustable rate securities purchased may
include participation interests in industrial development bonds backed by
letters of credit of Federal Deposit Insurance Corporation member banks having
total assets of more than $1 billion.

      The General Municipal Portfolio may invest in restricted securities (i.e.,
securities subject to legal or contractual restrictions on resale).

      The General Municipal Portfolio's municipal securities at the time of
purchase are rated within the two highest quality ratings of Moody's or Standard
& Poor's or judged by the Adviser to be of comparable quality. Securities also
must meet credit standards applied by the Adviser.

      The quality and liquidity of the General Municipal Portfolio's investments
in municipal securities are supported by credit and liquidity enhancements, such
as letters of credit, from third party financial institutions. The Portfolio
continuously monitors the credit quality of third parties; however, changes in
the credit quality of these financial institutions 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 stand-by commitments are not
expected to comprise more than 5% of the Portfolio's net assets. The Portfolio
may commit up to 15% of its net assets to the purchase of when-issued
securities. The Portfolio's Custodian will maintain liquid assets having value
equal to, or greater than, these 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 these
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.

      Taxable Investments. The General Municipal Portfolio may invest in taxable
investments including obligations of the U.S. Government and its agencies,
high-quality certificates of deposit and bankers' acceptances, prime commercial
paper, and repurchase agreements.

Risk Considerations

      The Portfolios' principal risks are interest rate risk and credit risk.
Because the Portfolios invest in short-term securities, a decline in interest
rates will affect the Portfolios' yields as these securities mature or are sold
and the Portfolios purchase new short-term securities with lower yields.
Generally, an increase in interest rates causes the value of a debt instrument
to decrease. The change in value for shorter-term securities is usually smaller
than for securities with longer maturities. Because the Portfolios invest in
securities with short maturities and seek to maintain a stable net asset value
of $1.00 per share, it is possible, though unlikely, that an increase in
interest rates would change the value of your investment.

      Credit risk is the possibility that a security's credit rating will be
downgraded or that the issuer of the security will default (fail to make
scheduled interest and principal payments). The Portfolios invest in
highly-rated securities to minimize credit risk.

      The Portfolios may invest up to 10% of their net assets in illiquid
securities. Investments in illiquid securities may be subject to liquidity risk,
which is the risk that, under certain circumstances, particular investments may
be difficult to sell at an advantageous price. Illiquid restricted securities
also are subject to the risk that the Portfolio may be unable to sell the
security due to legal or contractual restrictions on resale.

      The Portfolios' investments in U.S. dollar-denominated obligations (or
credit and liquidity enhancements) of


                                       6
<PAGE>

foreign banks, foreign branches of U.S. banks, U.S. branches of foreign banks,
and commercial paper of foreign companies may be subject to foreign risk.
Foreign securities issuers are usually not subject to the same degree of
regulation as U.S. issuers. Reporting, accounting, and auditing standards of
foreign countries differ, in some cases, significantly from U.S. standards.
Foreign risk includes nationalization, expropriation or confiscatory taxation,
political changes or diplomatic developments that could adversely affect a
Portfolio's investments.

      The Portfolios also are subject to management risk because they are
actively managed portfolios. Alliance will apply its investment techniques and
risk analyses in making investment decisions for the Portfolios, but there is no
guarantee that its techniques will produce the intended result.

      The General Municipal Portfolio faces municipal market risk. This is the
risk that special factors may adversely affect the value of municipal securities
and have a significant effect on the value of the Portfolio's investments. These
factors include political or legislative changes, uncertainties related to the
tax status of municipal securities, or the rights of investors in these
securities. The Portfolio's investments in certain municipal securities with
principal and interest payments that are made from the revenues of a specific
project or facility, and not general tax revenues, may have increased risks.
Factors affecting the project or facility, such as local business or economic
conditions, could have a significant effect on the project's ability to make
payments of principal and interest on these securities.

- --------------------------------------------------------------------------------
                          MANAGEMENT OF THE PORTFOLIOS
- --------------------------------------------------------------------------------

      The Portfolios' Adviser is Alliance Capital Management, L.P., 1345 Avenue
of the Americas, New York, NY 10105. Alliance is a leading international
investment adviser supervising client accounts with assets as of December 31,
1999 totaling more than $368 billion (of which more than $169 billion
represented assets of investment companies). As of December 31, 1999, Alliance
managed retirement assets for many of the largest public and private employee
benefit plans (including 31 of the nation's FORTUNE 100 companies), for public
employee retirement funds in 31 states, for investment companies, and for
foundations, endowments, banks and insurance companies worldwide. The 53
registered investment companies managed by Alliance, comprising 119 separate
investment portfolios, currently have approximately 5 million shareholder
accounts.

      Under its Advisory Agreement with the Portfolios, Alliance provides
investment advisory services and order placement facilities for the Portfolios.
For these advisory services, each Portfolio paid Alliance, for the fiscal year
ended November 30, 1999, as a percentage of average daily net assets:

                       Fee as a percentage of
Portfolio             average daily net assets*
- -----------------------------------------------
Prime Portfolio                 .39%
Government Portfolio            .16%
General Municipal Portfolio     .13%

- ----------
*     Fees are stated net of waivers and/or reimbursements. See the "Fee Table"
      at the beginning of the prospectus for more information about fee waivers.

      Alliance may make payments from time to time from its own resources, which
may include the management fees paid by the Portfolios to compensate
broker-dealers, depository institutions, or other persons for providing
distribution assistance and administrative services and to otherwise promote the
sale of shares of the Portfolios, including paying for the preparation,
printing, and distribution of prospectuses and sales literature or other
promotional activities.

Administrator

      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 performs 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


                                        7
<PAGE>

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 portion 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 distribution of Portfolio shares.

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

How The Portfolios Value Their Shares

      Each of the Portfolios' net asset value or NAV is expected to be constant
at $1.00 per share, although this value is not guaranteed. The NAV is calculated
at 4:00 p.m., Eastern time, each day the New York Stock Ex change (NYSE) is open
for business. To calculate NAV, a Portfolio's assets are valued and totaled,
liabilities are subtracted, and the balance, called net assets, is divided by
the number of shares outstanding. Each Portfolio values its securities at their
amortized cost. This method involves valuing an instrument at its cost and
thereafter applying a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market
value of the investment.

How To Buy Shares

      o Initial Investment

      Contact Web Street Securities, Inc. to open an account in the Prime,
Government or General Municipal Portfolio. Balances will appear on your monthly
brokerage statement.

      o Subsequent Investments

      By Check:

      Mail or deliver your check, payable to Web Street Securities, Inc. which
will deposit into the Portfolio(s). Please designate the appropriate
Portfolio(s) and indicate your brokerage account number on the check or draft.

      By Sweep:

      Web Street Securities, Inc. has available an automatic "sweep" for
customers in the Prime, Government or General Municipal Portfolio of Alliance
Money Market Fund. If you request the sweep arrangement, all cash balances of
$1.00 or more are moved into one of the Portfolios on a daily basis. Sales
proceeds from trades will be swept into the designated Portfolio on settlement
date.

How To Sell Shares

      You may "redeem" your shares (i.e., sell your shares to the Portfolio) on
any day the NYSE is open through Web Street Securities, Inc. Your sales price
will be the next-determined NAV after the Portfolio receives your sales request
in proper form. Normally, redemption proceeds will be wired or mailed to you
either the same or the next business day, but generally no later than seven
days.

      o By Contacting Web Street Securities, Inc.

      Instruct Web Street Securities, Inc. to order a withdrawal from your
Portfolio account and issue a check payable to you.

      o By Sweep

      Web Street Securities, Inc.'s automatic "sweep" moves money from your
money market account automatically to cover securities purchases in your
brokerage account.

      o By Checkwriting

      With this service, you may write checks made payable to any payee. First,
you must fill out the Signature Card or Application which you can obtain from
Web Street Securities, Inc. The checkwriting 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. You can not write checks for more than the
principal balance (not including any accrued dividends) in your account.

Other

      The Portfolios have two transaction times each business day, 12:00 Noon
and 4:00 p.m., Eastern 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 shareholders for
that day. Shares do not earn dividends on the day you redeem shares regardless
of whether the redemption order is received before or after 12:00 Noon.


                                        8
<PAGE>

- --------------------------------------------------------------------------------
                       DIVIDENDS, DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------

      Each of the Portfolios' net income is paid daily to shareholders and
automatically invested in additional shares in your account. The Portfolios
expect that their distributions will primarily consist of net income or, if any,
short-term capital gains as opposed to long-term capital gains.

Prime Portfolio and Government Portfolio

      For Federal income tax purposes, the Prime and Government Portfolios'
dividend distributions of net income (or short-term taxable gains) will be
taxable to you as ordinary income. Any long-term capital gains distributions may
be taxable to you as long-term capital gains. The Portfolios' distributions also
may be subject to certain state and local taxes.

General Municipal Portfolio

      Distributions of tax-exempt interest income from this 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 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.

      Consult your tax adviser as to the tax consequences of an investment in
the Portfolios, including the possible applicability of the AMT to a portion of
the distributions.

      Each year shortly after December 31, the Portfolio will send you tax
information stating the amount and type of all its distributions for the year.

      The sale of Portfolio shares is a taxable transaction for Federal income
tax purposes.

- --------------------------------------------------------------------------------
                            DISTRIBUTION ARRANGEMENTS
- --------------------------------------------------------------------------------

      The Portfolios have adopted a plan under Securities and Exchange
Commission Rule 12b-1 that allows the Portfolios to pay asset-based sales
charges or distribution and service fees for the distribution and sale of their
shares. The Portfolios pay these fees in the amount of 0.45% as a percent of
aggregate average daily net assets. Because these fees are paid out of the
Portfolios' assets on an on-going basis, over time these fees will increase the
cost of your investment and may cost you more than paying other types of sales
fees.


                                        9
<PAGE>

- --------------------------------------------------------------------------------
                              FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

      The financial highlights table is intended to help you understand a
Portfolio's financial performance for the period of the Portfolio's operations.
Certain information reflects financial information for a single Portfolio share.
The total return in the table represents the rate that an investor would have
earned (or lost) on an investment in the Portfolio (assuming reinvestment of all
dividends and distributions). The information has been audited by
PricewaterhouseCoopers LLP, the Portfolios' independent accountants, for the
fiscal year ended November 30, 1999 and by other independent accountants for the
periods prior to November 30, 1999. The report of PricewaterhouseCoopers LLP,
along with the Portfolios' financial statements, appears in the SAI, which is
available upon request.

<TABLE>
<CAPTION>
                                                                                  PRIME PORTFOLIO
                                                                  =============================================
                                                                                                   December 29,
                                                                                                      1995(a)
                                                                      Year Ended November 30,           to
                                                                  ==============================   November 30,
                                                                    1999       1998        1997        1996
                                                                  =======    =======     =======     =======
<S>                                                               <C>        <C>         <C>         <C>
Net asset value, beginning of period .........................    $  1.00    $  1.00     $  1.00     $  1.00
                                                                  -------    -------     -------     -------
Income from Investment Operations
Net investment income (b) ....................................       .042       .047        .046        .041
                                                                  -------    -------     -------     -------
Less: Dividends
Dividends from net investment income .........................      (.042)     (.047)      (.046)      (.041)
                                                                  -------    -------     -------     -------
Net asset value, end of period ...............................    $  1.00    $  1.00     $  1.00     $  1.00
                                                                  =======    =======     =======     =======
Total Return
Total investment return based on net asset value (c) .........       4.31%      4.77%       4.75%       4.23%

Ratios/Supplemental Data
Net assets, end of period (in millions)  .....................    $ 1,091    $   682     $ 3,298     $ 2,772
Ratio to average net assets of:
  Expenses, net of waivers and reimbursements ................       1.00%      1.00%       1.00%       1.00%(d)
  Expenses, before waivers and reimbursements ................       1.11%      1.06%       1.06%       1.23%(d)
  Net investment income (b) ..................................       4.24%      4.69%       4.65%       4.50%(d)
</TABLE>

- --------------------------------------------------------------------------------
(a)   Commencement of operations.
(b)   Net of expenses reimbursed or waived by the Adviser.
(c)   Total investment return is calculated assuming an initial investment made
      at the net asset value at the beginning of the period, reinvestment of all
      dividends and distributions at net asset value during the period, and
      redemption on the last day of period. Total investment return calculated
      for a period of less than one year is not annualized.
(d)   Annualized.


                                       10
<PAGE>

<TABLE>
<CAPTION>
                                                                               GOVERNMENT PORTFOLIO
                                                                  =============================================
                                                                                                   December 29,
                                                                                                      1995(a)
                                                                      Year Ended November 30,           to
                                                                  ==============================   November 30,
                                                                    1999       1998        1997        1996
                                                                  =======    =======     =======     =======
<S>                                                               <C>        <C>         <C>         <C>
Net asset value, beginning of period .........................    $  1.00    $  1.00     $  1.00     $  1.00
                                                                  -------    -------     -------     -------
Income from Investment Operations
Net investment income (b) ....................................       .041       .046        .045        .041
                                                                  -------    -------     -------     -------
Less: Dividends
Dividends from net investment income .........................      (.041)     (.046)      (.045)      (.041)
                                                                  -------    -------     -------     -------
Net asset value, end of period ...............................    $  1.00    $  1.00     $  1.00     $  1.00
                                                                  =======    =======     =======     =======
Total Return
Total investment return based on net asset value (c) .........       4.23%      4.67%       4.64%       4.18%

Ratios/Supplemental Data
Net assets, end of period (in millions)  .....................    $    76    $    42     $   124     $   100
Ratio to average net assets of:
  Expenses, net of waivers and reimbursements ................       1.00%      1.00%       1.00%       1.00%(d)
  Expenses, before waivers and reimbursements ................       1.34%      1.14%       1.25%       1.42%(d)
  Net investment income (b) ..................................       4.17%      4.60%       4.54%       4.45%(d)
</TABLE>

- --------------------------------------------------------------------------------
(a)   Commencement of operations.
(b)   Net of expenses reimbursed or waived by the Adviser.
(c)   Total investment return is calculated assuming an initial investment made
      at the net asset value at the beginning of the period, reinvestment of all
      dividends and distributions at net asset value during the period, and
      redemption on the last day of period. Total investment return calculated
      for a period of less than one year is not annualized.
(d)   Annualized.


                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                                           GENERAL MUNICIPAL PORTFOLIO
                                                                  =============================================
                                                                                                   December 29,
                                                                                                      1995(a)
                                                                      Year Ended November 30,           to
                                                                  ==============================   November 30,
                                                                    1999       1998        1997        1996
                                                                  =======    =======     =======     =======
<S>                                                               <C>        <C>         <C>         <C>
Net asset value, beginning of period .........................    $  1.00    $  1.00     $  1.00     $  1.00
                                                                  -------    -------     -------     -------
Income from Investment Operations
Net investment income (b) ....................................       .024       .027        .029        .027

Less: Dividends
Dividends from net investment income .........................      (.024)     (.027)      (.029)      (.027)
                                                                  -------    -------     -------     -------
Net asset value, end of period ...............................    $  1.00    $  1.00     $  1.00     $  1.00
                                                                  =======    =======     =======     =======
Total Return
Total investment return based on net asset value (c) .........       2.42%      2.76%       2.92%       2.71%

Ratios/Supplemental Data
Net assets, end of period (in millions)  .....................    $    64    $    44     $   137     $   123
Ratio to average net assets of:
  Expenses, net of waivers and reimbursements ................       1.00%      1.00%       1.00%       1.00%
  Expenses, before waivers and reimbursements ................       1.37%      1.17%       1.21%       1.39%
  Net investment income (b) ..................................       2.40%      2.74%       2.87%       2.76%
</TABLE>

- --------------------------------------------------------------------------------
(a)   Commencement of operations.
(b)   Net of expenses reimbursed or waived by the Adviser.
(c)   Total investment return is calculated assuming an initial investment made
      at the net asset value at the beginning of the period, reinvestment of all
      dividends and distributions at net asset value during the period, and
      redemption on the last day of period. Total investment return calculated
      for a period of less than one year is not annualized.
(d)   Annualized.


                                       12
<PAGE>

For more information about the Portfolios, the following documents are available
upon request:

o Annual/Semi-Annual Reports to Shareholders

The Portfolios' annual and semi-annual reports to shareholders contain
additional information on the Portfolios' investments.

o Statement of Additional Information (SAI)

The Portfolios have an SAI, which contains more detailed information about the
Portfolios, including their operations and investment policies. The Portfolios'
SAI is incorporated by reference into (and is legally part of) this prospectus.

You may request a free copy of a current annual/semi-annual report or the SAI,
or make inquiries concerning the Portfolios, by contacting Web Street
Securities, or by contacting Alliance:

By mail:    c/o Alliance Fund Services, Inc.
            P.O. Box 1520, Secaucus, NJ 07096

By phone:   For Information:  (800) 824-1916
            For Literature:   (800) 824-1916

Or you may view or obtain these documents from the Securities and Exchange
Commission:

In person:  at the Securities and Exchange Commission's Public Reference
            Room in Washington, D.C.

By phone:   1-800-SEC-0330 (for information on the operation of the public
            reference room only)

By mail:    Public Reference Section
            Securities and Exchange Commission
            Washington, DC 20549-6009
            (duplicating fee required)

By Electronic Mail: [email protected]
                   (duplicating fee required)

On the Internet:  www.sec.gov

You also may find more information about Alliance and the Portfolios on the
Internet at: www.Alliancecapital.com.

- --------------------------------------------------------------------------------
Table of Contents
- -----------------
RISK/RETURN SUMMARY ......................................................   2
  Performance and Bar Chart Information ..................................   2
FEES AND EXPENSES OF THE PORTFOLIOS ......................................   4
OTHER INFORMATION ABOUT THE PORTFOLIOS'
OBJECTIVES, STRATEGIES, AND RISKS ........................................   4
  Investment Objectives and Strategies ...................................   5
  Prime Portfolio ........................................................   5
  Government Portfolio ...................................................   5
  General Municipal Portfolio ............................................   5
  Risk Considerations ....................................................   6
MANAGEMENT OF THE PORTFOLIOS .............................................   7
PURCHASE AND SALE OF SHARES ..............................................   8
  How The Portfolios Value Their Shares ..................................   8
  How To Buy Shares ......................................................   8
  How To Sell Shares .....................................................   8
DIVIDENDS, DISTRIBUTIONS AND TAXES .......................................   9
DISTRIBUTION ARRANGEMENTS ................................................   9
FINANCIAL HIGHLIGHTS .....................................................  10
- --------------------------------------------------------------------------------
SEC FILE No. 811-8838                                                WEBSTPR0300


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