<DOCUMENT> <TYPE>497 <SEQUENCE>1 <FILENAME>d387018a_497.txt <TEXT> This is filed pursuant to Rule 497(e). Alliance High Yield Fund, Inc. (File Nos. 333-18505 and 811-09160) The Alliance Bond Funds The Alliance Bond Funds provide a broad selection of investment alternatives to investors seeking high current income. Prospectus March 3, 2003 Investment Grade Funds > Alliance U.S. Government Portfolio > Alliance Quality Bond Portfolio Corporate Bond Funds > Alliance Corporate Bond Portfolio > Alliance High Yield Fund Multi-Sector Fund > Alliance Global Strategic Income Trust Global Bond Funds > Alliance Americas Government Income Trust > Alliance Emerging Market Debt Fund > Alliance Multi-Market Strategy Trust 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. AllianceCapital [LOGO](R) <PAGE> Investment Products Offered --------------------------- > Are Not FDIC Insured > May Lose Value > Are Not Bank Guaranteed --------------------------- <PAGE> -------------------------------------------------------------------------------- TABLE OF CONTENTS -------------------------------------------------------------------------------- Page RISK/RETURN SUMMARY ....................................................... 3 Investment Grade Funds .................................................... 4 Corporate Bond Funds ...................................................... 6 Multi-Sector Fund ......................................................... 8 Global Bond Funds ......................................................... 9 Summary of Principal Risks ................................................ 12 Principal Risks by Fund ................................................... 14 FEES AND EXPENSES OF THE FUNDS ............................................ 15 GLOSSARY .................................................................. 17 DESCRIPTION OF THE FUNDS .................................................. 18 Investment Objectives and Principal Policies .............................. 18 Description of Additional Investment Practices ............................ 24 Additional Risk Considerations ............................................ 35 MANAGEMENT OF THE FUNDS ................................................... 38 PURCHASE AND SALE OF SHARES ............................................... 41 How The Funds Value Their Shares .......................................... 41 How To Buy Shares ......................................................... 41 How To Exchange Shares .................................................... 41 How To Sell Shares ........................................................ 41 DIVIDENDS, DISTRIBUTIONS AND TAXES ........................................ 42 DISTRIBUTION ARRANGEMENTS ................................................. 43 GENERAL INFORMATION ....................................................... 44 FINANCIAL HIGHLIGHTS ...................................................... 45 APPENDIX A: BOND RATINGS .................................................. 52 APPENDIX B: GENERAL INFORMATION ABOUT CANADA, MEXICO AND ARGENTINA ............................................ 54 The Funds' 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 Alliance Bond Funds. You will find additional information about each Fund, including a detailed description of the risks of an investment in each Fund, after this Summary. The Risk/Return Summary describes the Funds' objectives, principal investment strategies, principal risks and fees. Each Fund's Summary page includes a short discussion of some of the principal risks of investing in that Fund. A further discussion of these and other risks is on pages 12-14. More detailed descriptions of the Funds, including the risks associated with investing in the Funds, can be found further back in this Prospectus. Please be sure to read this additional information BEFORE you invest. Each of the Funds may at times use certain types of investment derivatives such as options, futures, forwards, and swaps. The use of these techniques involves special risks that are discussed in this Prospectus. The Risk/Return Summary includes a table for each Fund showing its average annual returns before and after taxes and a bar chart showing its annual returns. The table and the bar chart provide an indication of the historical risk of an investment in each Fund by showing: o how the Fund's average annual returns, before and after taxes, for one, five, and 10 years (or over the life of the Fund if the Fund is less than 10 years old) compare to those of a broad based securities market index; and o changes in the Fund's performance from year to year over 10 years (or over the life of the Fund if the Fund is less than 10 years old). A Fund's past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future. As with all investments, you may lose money by investing in the Funds. 3 <PAGE> INVESTMENT GRADE FUNDS The Investment Grade Funds offer a selection of alternatives to investors seeking high current income consistent with the preservation of capital through investments primarily in investment grade (rated Baa or BBB or above) securities. Alliance U.S. Government Portfolio -------------------------------------------------------------------------------- OBJECTIVE: The Fund's investment objective is a high level of current income that is consistent with Alliance's determination of prudent investment risk. PRINCIPAL INVESTMENT STRATEGIES AND RISKS: The Fund invests, under normal circumstances, at least 80% of its net assets in U.S. Government securities, repurchase agreements and forward contracts relating to U.S. Government securities. The Fund also may invest in non-U.S. Government mortgage-related and asset-backed securities and in high grade debt securities secured by mortgages on commercial real estate or residential rental properties. The average weighted maturity of the Fund's investments varies between one year or less and 30 years. Among the principal risks of investing in the Fund are interest rate risk, credit risk, and market risk. Because the Fund may invest in mortgage-related and asset-backed securities, it is subject to the risk that mortgage loans or other obligations will be prepaid when interest rates decline, forcing the Fund to reinvest in securities with lower interest rates. For this and other reasons, mortgage-related and asset-backed securities may have significantly greater price and yield volatility than traditional debt securities. The table and bar chart provide an indication of the historical risk of an investment in the Fund. PERFORMANCE TABLE Average Annual Total Returns* (For the periods ended December 31, 2002) ---------------------------------------------------------------------- 1 5 10 Year Years Years** ---------------------------------------------------------------------- Class A*** Return Before Taxes 4.55% 5.48% 5.70% ---------------------------------------------------------- Return After Taxes on Distributions 2.57% 2.83% 2.77% ---------------------------------------------------------- Return After Taxes on Distributions and Sale of Fund Shares 2.74% 3.01% 3.00% ---------------------------------------------------------------------- Class B Return Before Taxes 5.44% 5.65% 5.69% ---------------------------------------------------------------------- Class C Return Before Taxes 7.44% 5.67% 5.38% ---------------------------------------------------------------------- Lehman (reflects no Brothers deduction for Government fees, expenses, Bond Index or taxes) 11.50% 7.77% 7.56% ---------------------------------------------------------------------- * Average annual total returns reflect imposition of the maximum front-end or contingent deferred sales charges as well as conversion of Class B shares to Class A shares after the applicable period. ** Inception Dates for Class C shares: 5/3/93. Performance information for periods prior to the inception of Class C shares is the performance of the Fund's Class A shares adjusted to reflect the higher expense ratio of Class C shares. *** After-tax Returns: -Are shown for Class A shares only and will vary for Class B and C shares because these Classes have higher expense ratios; -Are an estimate, which is based on the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; actual after-tax returns depend on an individual investor's tax situation and are likely to differ from those shown; and -Are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. BAR CHART The annual returns in the bar chart are for the Fund's Class A shares and do not reflect sales loads. If sales loads were reflected, returns would be less than those shown. [THE FOLLOWING INFORMATION WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.] 9.72 -4.38 16.55 0.34 8.55 8.60 -3.21 12.42 5.72 9.21 -------------------------------------------------------------------------------- 93 94 95 96 97 98 99 00 01 02 Calendar Year End You should consider an investment in the Fund as a long-term investment. The Fund's returns will fluctuate over long and short periods. For example, during the period shown in the bar chart, the Fund's: Best quarter was up 5.73%, 2nd quarter, 1995; and Worst quarter was down -3.41%, 1st quarter, 1994. 4 <PAGE> Alliance Quality Bond Portfolio -------------------------------------------------------------------------------- OBJECTIVE: The Fund's investment objective is high current income consistent with preservation of capital by investing in investment grade fixed-income securities. PRINCIPAL INVESTMENT STRATEGIES AND RISKS: The Fund invests, under normal circumstances, at least 80% of its net assets in bonds and other debt securities. The Fund invests in readily marketable securities that do not involve undue risk of capital. The Fund normally invests all of its assets in securities that are rated at least BBB- by S&P or, if unrated, are of comparable quality. The Fund has the flexibility to invest in long- and short-term fixed-income securities depending on Alliance's assessment of prospective cyclical interest rate changes. The Fund also may: o use derivatives strategies; o invest in convertible debt securities and preferred stock; o invest in U.S. Government obligations; and o invest in foreign fixed-income securities. Among the principal risks of investing in the Fund are interest rate risk, credit risk, derivatives risk and market risk. To the extent the Fund invests in foreign fixed-income securities, it has foreign risk and currency risk. The table and bar chart provide an indication of the historical risk of an investment in the Fund. PERFORMANCE TABLE Average Annual Total Returns* (For the periods ended December 31, 2002) ----------------------------------------------------------------- 1 Since Year Inception** ----------------------------------------------------------------- Class A*** Return Before Taxes 3.09% 6.34% ----------------------------------------------------- Return After Taxes on Distributions 1.20% 4.02% ----------------------------------------------------- Return After Taxes on Distributions and Sale of Fund Shares 1.84% 3.89% ----------------------------------------------------------------- Class B Return Before Taxes 3.92% 6.89% ----------------------------------------------------------------- Class C Return Before Taxes 5.94% 6.84% ----------------------------------------------------------------- Lehman (reflects no Brothers deduction for Aggregate fees, expenses, Bond Index or taxes) 10.25% 9.13% ----------------------------------------------------------------- * Average annual total returns reflect imposition of the maximum front-end or contingent deferred sales charges as well as conversion of Class B shares to Class A shares after the applicable period. ** Inception Date for all Classes: 7/1/99. *** After-tax Returns: -Are shown for Class A shares only and will vary for Class B and C shares because these Classes have higher expense ratios; -Are an estimate, which is based on the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; actual after-tax returns depend on an individual investor's tax situation and are likely to differ from those shown; and -Are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. BAR CHART The annual returns in the bar chart are for the Fund's Class A shares and do not reflect sales loads. If sales loads were reflected, returns would be less than those shown. [THE FOLLOWING INFORMATION WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.] n/a n/a n/a n/a n/a n/a n/a 11.25 7.36 7.67 -------------------------------------------------------------------------------- 93 94 95 96 97 98 99 00 01 02 Calendar Year End You should consider an investment in the Fund as a long-term investment. The Fund's returns will fluctuate over long and short periods. For example, during the period shown in the bar chart, the Fund's: Best quarter was up 4.56%, 3rd quarter,2001; and Worst quarter was down -0.61%, 1st quarter, 2002. 5 <PAGE> CORPORATE BOND FUNDS The Corporate Bond Funds offer a selection of alternatives to investors seeking to maximize current income through investments in corporate bonds. Alliance Corporate Bond Portfolio -------------------------------------------------------------------------------- OBJECTIVE: The Fund's investment objective is primarily to maximize income over the long term to the extent consistent with providing reasonable safety in the value of each shareholder's investment, and secondarily to increase its capital through appreciation of its investments in order to preserve and, if possible, increase the purchasing power of each shareholder's investment. PRINCIPAL INVESTMENT STRATEGIES AND RISKS: The Fund invests, under normal circumstances, at least 80% of its net assets in corporate bonds or other corporate debt securities. The Fund may invest up to 50% of its total assets in foreign fixed-income securities, primarily corporate debt securities and sovereign debt obligations. All of the Fund's investments, whether foreign or domestic, will be U.S. Dollar denominated. The Fund also may invest in income-producing equity securities. While the Fund invests primarily (currently 65%) in investment grade debt securities, it also may invest a significant amount of its total assets in lower-rated debt securities. The average weighted maturity of the Fund's investments varies between one year or less and 30 years. The Fund pursues a more aggressive investment strategy than other corporate bond funds. The Fund's investments tend to have a relatively long average weighted maturity and duration. The Fund emphasizes both foreign corporate and sovereign debt obligations, as well as corporate bonds that are expected to benefit from improvements in their issuers' credit fundamentals. Among the principal risks of investing in the Fund are interest rate risk, credit risk, and market risk. Because the Fund emphasizes investments with a relatively long average weighted maturity and duration, its returns may be more volatile than other corporate bond funds. To the extent the Fund invests in lower-rated securities, your investment is subject to more credit risk than an investment in a fund that invests solely in higher-rated securities. The Fund's investments in foreign debt obligations have foreign risk. The table and bar chart provide an indication of the historical risk of an investment in the Fund. PERFORMANCE TABLE Average Annual Total Returns* (For the periods ended December 31, 2002) ---------------------------------------------------------------------- 1 5 10 Year Years Years** ---------------------------------------------------------------------- Class A*** Return Before Taxes -5.99% 2.32% 7.29% --------------------------------------------------------- Return After Taxes on Distributions -8.79% -0.93% 3.72% --------------------------------------------------------- Return After Taxes on Distributions and Sale of Fund Shares -3.74% 0.21% 4.05% ---------------------------------------------------------------------- Class B Return Before Taxes -5.26% 2.48% 7.24% ---------------------------------------------------------------------- Class C Return Before Taxes -3.45% 2.48% 7.01% ---------------------------------------------------------------------- Lehman (reflects no Brothers deduction for Long Baa fees, expenses, U.S. Credit or taxes) Index 9.87% 6.34% 8.28% ---------------------------------------------------------------------- * Average annual total returns reflect imposition of the maximum front-end or contingent deferred sales charges as well as conversion of Class B shares to Class A shares after the applicable period. ** Inception Dates for Class B shares: 1/8/93, and Class C shares: 5/3/93. Performance information for periods prior to the inception of Class B and Class C shares is the performance of the Fund's Class A shares adjusted to reflect the higher expense ratio of Class B and Class C shares. *** After-tax Returns: -Are shown for Class A shares only and will vary for Class B and C shares because these Classes have higher expense ratios; -Are an estimate, which is based on the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; actual after-tax returns depend on an individual investor's tax situation and are likely to differ from those shown; and -Are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. BAR CHART The annual returns in the bar chart are for the Fund's Class A shares and do not reflect sales loads. If sales loads were reflected, returns would be less than those shown. [THE FOLLOWING INFORMATION WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.] 31.09 -12.75 27.98 10.02 11.81 -0.02 1.93 8.12 8.33 -1.85 -------------------------------------------------------------------------------- 93 94 95 96 97 98 99 00 01 02 Calendar Year End You should consider an investment in the Fund as a long-term investment. The Fund's returns will fluctuate over long and short periods. For example, during the period shown in the bar chart, the Fund's: Best quarter was up 15.62%, 2nd quarter, 1995; and Worst quarter was down -8.43%, 1st quarter, 1994. 6 <PAGE> Alliance High Yield Fund -------------------------------------------------------------------------------- OBJECTIVE: The Fund's investment objective is to achieve a high total return by maximizing current income and, to the extent consistent with that objective, capital appreciation. PRINCIPAL INVESTMENT STRATEGIES AND RISKS: The Fund invests, under normal circumstances, at least 80% of its net assets in high yield debt securities. The Fund invests in high yield, below investment grade debt securities, commonly known as "junk bonds." The Fund seeks to maximize current income by taking advantage of market developments, yield disparities, and variations in the creditworthiness of issuers. Among the principal risks of investing in the Fund are interest rate risk, credit risk, and market risk. Because the Fund invests in lower-rated securities, it has significantly more risk than other types of bond funds and its returns will be more volatile. The Fund's investments in foreign securities have foreign risk and currency risk. The table and bar chart provide an indication of the historical risk of an investment in the Fund. PERFORMANCE TABLE Average Annual Total Returns* (For the periods ended December 31, 2002) ---------------------------------------------------------------------- 1 5 Since Year Years Inception** ---------------------------------------------------------------------- Class A*** Return Before Taxes -7.31% -4.76% -0.47% ---------------------------------------------------------- Return After Taxes on Distributions -10.74% -8.71% -4.58% ---------------------------------------------------------- Return After Taxes on Distributions and Sale of Fund Shares -4.51% -5.35% -2.11% ---------------------------------------------------------------------- Class B Return Before Taxes -7.62% -4.62% -0.42% ---------------------------------------------------------------------- Class C Return Before Taxes -5.00% -4.62% -0.42% ---------------------------------------------------------------------- First (reflects no Boston deduction for High Yield fees, expenses, Index or taxes) 3.10% 1.44% 2.99% ---------------------------------------------------------------------- * Average annual total returns reflect imposition of the maximum front-end or contingent deferred sales charges as well as conversion of Class B shares to Class A shares after the applicable period. ** Inception Date for all Classes: 4/22/97. *** After-tax Returns: -Are shown for Class A shares only and will vary for Class B and C shares because these Classes have higher expense ratios; -Are an estimate, which is based on the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; actual after-tax returns depend on an individual investor's tax situation and are likely to differ from those shown; and -Are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. BAR CHART The annual returns in the bar chart are for the Fund's Class A shares and do not reflect sales loads. If sales loads were reflected, returns would be less than those shown. [THE FOLLOWING INFORMATION WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.] n/a n/a n/a n/a n/a -1.67 -1.79 -11.90 -0.59 -3.26 -------------------------------------------------------------------------------- 93 94 95 96 97 98 99 00 01 02 Calendar Year End You should consider an investment in the Fund as a long-term investment. The Fund's returns will fluctuate over long and short periods. For example, during the period shown in the bar chart, the Fund's: Best quarter was up 7.73%, 4th quarter, 2001; and Worst quarter was down -9.63%, 3rd quarter, 1998. 7 <PAGE> MULTI-SECTOR FUND The Multi-Sector Fund offers investors seeking high current income the alternative of investing in a variety of traditional and non-traditional fixed-income sectors based on Alliance's evaluation of changes in major economic and credit cycles around the world. Alliance Global Strategic Income Trust -------------------------------------------------------------------------------- OBJECTIVE: The Fund's investment objective is primarily a high level of current income and, secondarily, capital appreciation. PRINCIPAL INVESTMENT STRATEGIES AND RISKS: The Fund primarily invests in debt securities of U.S. and non-U.S. companies, U.S. Government and foreign governments, and supranational entities. The Fund's foreign investments are generally denominated in foreign currencies. The Fund, however, generally seeks to hedge currency risk. The Fund normally invests at least 65% of its total assets in debt securities of companies located in at least three countries, one of which may be the United States. The Fund limits its investments in any one foreign country to 25% of its total assets. The Fund invests at least 65% of its total assets in investment grade securities, but also may invest up to 35% of its total assets in lower-rated securities. The average weighted maturity of the Fund's investments varies between five and 30 years. The Fund may use significant borrowings and reverse repurchase agreements and dollar rolls for leverage. The Fund also may: o use derivatives strategies; o invest in structured securities; o invest in Eurodollar instruments and foreign currencies; o invest in asset-backed and mortgage-related securities; o enter into repurchase agreements; and o invest in floating, variable, and inverse floating rate securities. Among the principal risks of investing in the Fund are interest rate risk, credit risk, market risk, and leveraging risk. The Fund's investments in foreign issuers have foreign risk and currency risk. To the extent the Fund invests in lower-rated securities, your investment is subject to more credit risk than an investment in a fund that invests primarily in higher-rated securities. The Fund's use of derivatives strategies has derivatives risk. In addition, the Fund is "non-diversified," meaning that it invests more of its assets in a smaller number of issuers than many other funds. Changes in the value of a single security may have a more significant effect, either negative or positive, on the Fund's net asset value. The table and bar chart provide an indication of the historical risk of an investment in the Fund. PERFORMANCE TABLE Average Annual Total Returns* (For the periods ended December 31, 2002) ---------------------------------------------------------------------- 1 5 Since Year Years Inception** ---------------------------------------------------------------------- Class A*** Return Before Taxes 0.59% 2.34% 6.69% ---------------------------------------------------------- Return After Taxes on Distributions -1.87% -1.09% 2.78% ---------------------------------------------------------- Return After Taxes on Distributions and Sale of Fund Shares 0.29% 0.15% 3.41% ---------------------------------------------------------------------- Class B Return Before Taxes 0.51% 2.51% 6.68% ---------------------------------------------------------------------- Class C Return Before Taxes 3.31% 2.51% 6.62% ---------------------------------------------------------------------- Lehman (reflects no Brothers deduction for Aggregate fees, expenses, Bond Index or taxes) 10.25% 7.55% 7.26% ---------------------------------------------------------------------- * Average annual total returns reflect imposition of the maximum front-end or contingent deferred sales charges as well as conversion of Class B shares to Class A shares after the applicable period. ** Inception Dates for Class A shares: 1/9/96, and Class B and Class C shares: 3/21/96. Performance information for periods prior to the inception of Class B and Class C shares is the performance of the Fund's Class A shares adjusted to reflect the higher expense ratio of Class B and Class C shares. *** After-tax Returns: -Are shown for Class A shares only and will vary for Class B and C shares because these Classes have higher expense ratios; -Are an estimate, which is based on the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; actual after-tax returns depend on an individual investor's tax situation and are likely to differ from those shown; and -Are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. BAR CHART The annual returns in the bar chart are for the Fund's Class A shares and do not reflect sales loads. If sales loads were reflected, returns would be less than those shown. [THE FOLLOWING INFORMATION WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.] n/a n/a n/a n/a 15.31 1.99 7.63 4.57 -2.81 5.04 -------------------------------------------------------------------------------- 93 94 95 96 97 98 99 00 01 02 Calendar Year End You should consider an investment in the Fund as a long-term investment. The Fund's returns will fluctuate over long and short periods. For example, during the period shown in the bar chart, the Fund's: Best quarter was up 7.36%, 4th quarter, 2002; and Worst quarter was down -5.68%, 3rd quarter, 1998. 8 <PAGE> GLOBAL BOND FUNDS The Global Bond Funds offer a selection of alternatives to investors seeking a high level of current income through investments primarily in foreign government securities. Alliance Americas Government Income Trust -------------------------------------------------------------------------------- OBJECTIVE: The Fund's investment objective is the highest level of current income, consistent with what Alliance considers to be prudent investment risk, that is available from a portfolio of debt securities issued or guaranteed by the governments of the United States, Canada, or Mexico, their political subdivisions (including Canadian Provinces but excluding states of the United States), agencies, instrumentalities or authorities. PRINCIPAL INVESTMENT STRATEGIES AND RISKS: The Fund normally invests at least 80% of its net assets in debt securities of issuers located in countries in North, Central, or South America and at least 80% of its net assets in government securities. The Fund primarily invests in debt securities issued or guaranteed by: (i) the federal governments of the United States, Canada, and Mexico; (ii) government-related entities in the United States, Canada, and Mexico; and (iii) the provincial governments of Canada and Mexico. The Fund's investments also may include debt securities issued by governmental entities of other countries located in Central and South America, including the Caribbean. The Fund may invest up to 25% of its assets in debt securities issued by governmental entities of Argentina. The Fund invests at least 80% of its net assets in investment grade debt securities, but may invest up to 20% of its net assets in lower-rated debt securities or, in either case, if unrated, determined by Alliance to be of equivalent quality. The Fund's investments may be denominated in local currency or U.S. Dollar-denominated, but the Fund expects to maintain at least 25% of its assets in U.S. Dollar-denominated securities. The Fund may use significant borrowings for leverage. The Fund also may: o use derivative strategies; and o invest in variable, floating, and inverse floating rate instruments. Among the principal risks of investing in the Fund are interest rate risk, credit risk, market risk and leveraging risk. The Fund's investments in foreign debt securities have foreign risk and currency risk. Your investment also has the risk that market changes or other events affecting foreign countries, including potential instability and unpredictable economic conditions, may have a more significant effect on the Fund's net asset value. To the extent the Fund invests in lower-rated debt securities, your investment is subject to more credit risk than an investment in a fund that limits its investments to higher-rated debt securities. In addition, the Fund is "non-diversified," meaning that it invests more of its assets in a smaller number of issuers than many other funds. Changes in the value of a single security may have a more significant effect, either negative or positive, on the Fund's net asset value. The table and bar chart provide an indication of the historical risk of an investment in the Fund. PERFORMANCE TABLE Average Annual Total Returns* (For the periods ended December 31, 2002) ---------------------------------------------------------------------- 1 5 10 Year Years Years** ---------------------------------------------------------------------- Class A*** Return Before Taxes 5.98% 7.67% 8.40% ---------------------------------------------------------- Return After Taxes on Distributions 2.55% 3.70% 4.49% ---------------------------------------------------------- Return After Taxes on Distributions and Sale of Fund Shares 3.54% 4.08% 4.67% ---------------------------------------------------------------------- Class B Return Before Taxes 6.90% 7.75% 8.33% ---------------------------------------------------------------------- Class C Return Before Taxes 8.86% 7.80% 7.98% ---------------------------------------------------------------------- Lehman (reflects no Brothers deduction for Aggregate fees, expenses, Bond Index or taxes) 10.25% 7.55% 7.51% ---------------------------------------------------------------------- * Average annual total returns reflect imposition of the maximum front-end or contingent deferred sales charges as well as conversion of Class B shares to Class A shares after the applicable period. ** Inception Dates for Class C shares: 5/3/93. Performance information for periods prior to the inception of Class C shares is the performance of the Fund's Class A shares adjusted to reflect the higher expense ratio of Class C shares. *** After-tax Returns: -Are shown for Class A shares only and will vary for Class B and C shares because these Classes have higher expense ratios; -Are an estimate, which is based on the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; actual after-tax returns depend on an individual investor's tax situation and are likely to differ from those shown; and -Are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. BAR CHART The annual returns in the bar chart are for the Fund's Class A shares and do not reflect sales loads. If sales loads were reflected, returns would be less than those shown. [THE FOLLOWING INFORMATION WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.] 18.64 -30.24 30.96 24.20 14.97 6.54 7.86 18.47 0.31 10.69 -------------------------------------------------------------------------------- 93 94 95 96 97 98 99 00 01 02 Calendar Year End You should consider an investment in the Fund as a long-term investment. The Fund's returns will fluctuate over long and short periods. For example, during the period shown in the bar chart, the Fund's: Best quarter was up 17.23%, 2nd quarter, 1995; and Worst quarter was down -23.19%, 4th quarter, 1994. 9 <PAGE> Alliance Emerging Market Debt Fund -------------------------------------------------------------------------------- OBJECTIVE: The Fund's investment objective is a high level of current income and, secondarily, capital appreciation. PRINCIPAL INVESTMENT STRATEGIES AND RISKS: The Fund invests, under normal circumstances, at least 80% of its net assets in emerging markets debt securities. The Fund invests at least 65% of its total assets in sovereign debt obligations. The Fund also may invest up to 35% of its total assets in U.S. and non-U.S. corporate fixed-income securities. The Fund invests substantially all of its assets in lower-rated securities or unrated securities of equivalent quality. The Fund's investments in sovereign debt obligations and corporate debt securities are U.S. Dollar-denominated. The Fund's non-U.S. investments emphasize emerging markets and developing countries. The Fund limits its investments in the sovereign debt obligations of any one country to less than 25% of its total assets, although the Fund may invest up to 30% of its total assets in the sovereign debt obligations and corporate fixed-income securities of issuers in each of Argentina, Brazil, Mexico, Morocco, the Philippines, Russia and Venezuela. The Fund expects that it will not invest more than 10% of its total assets in any other single foreign country. The average weighted maturity of the Fund's investments ranges from nine years to longer than 25 years, depending upon the type of securities. The Fund may use significant borrowings and reverse repurchase agreements and dollar rolls for leverage. The Fund also may use derivatives strategies; invest in structured securities; invest in fixed and floating rate loans to sovereign debt issuers; enter into repurchase agreements; and invest in variable, floating, and inverse floating rate securities. Among the principal risks of investing in the Fund are interest rate risk, credit risk, market risk, derivatives risk and leveraging risk. Because the Fund invests in lower-rated securities, it has significantly more risk than other types of bond funds and its returns will be more volatile. The Fund's investments in foreign securities have foreign risk and country or geographic risk. Because the Fund invests in emerging markets and in developing countries, the Fund's returns will be significantly more volatile and may differ substantially from returns in the U.S. bond markets generally. Your investment also has the risk that market changes or other factors affecting emerging markets and developing countries, including political instability and unpredictable economic conditions, may have a significant effect on the Fund's net asset value. In addition, the Fund is "non-diversified," meaning that it invests more of its assets in a smaller number of issuers than many other funds. Changes in the value of a single security may have a more significant effect, either negative or positive, on the Fund's net asset value. The table and bar chart provide an indication of the historical risk of an investment in the Fund. PERFORMANCE TABLE Average Annual Total Returns* (For the periods ended December 31, 2002) -------------------------------------------------------------------------- 1 5 Since Year Years Inception** -------------------------------------------------------------------------- Class A*** Return Before Taxes 13.73% 6.39% 9.60% ------------------------------------------------------------- Return After Taxes on Distributions 9.11% 1.49% 3.71% ------------------------------------------------------------- Return After Taxes on Distributions and Sale of Fund Shares 8.19% 2.39% 4.47% -------------------------------------------------------------------------- Class B Return Before Taxes 14.59% 6.42% 9.55% -------------------------------------------------------------------------- Class C Return Before Taxes 16.56% 6.45% 9.26% -------------------------------------------------------------------------- J.P. Morgan (reflects no Emerging deduction for Markets fees, expenses, Bond Index or taxes) Plus 14.24% 7.18% 11.04% -------------------------------------------------------------------------- * Average annual total returns reflect imposition of the maximum front-end or contingent deferred sales charges as well as conversion of Class B shares to Class A shares after the applicable period. ** Inception Date for all Classes: 2/25/94. *** After-tax Returns: -Are shown for Class A shares only and will vary for Class B and C shares because these Classes have higher expense ratios; -Are an estimate, which is based on the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; actual after-tax returns depend on an individual investor's tax situation and are likely to differ from those shown; and -Are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. BAR CHART The annual returns in the bar chart are for the Fund's Class A shares and do not reflect sales loads. If sales loads were reflected, returns would be less than those shown. [THE FOLLOWING INFORMATION WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.] n/a n/a 25.42 39.45 9.01 -22.06 26.71 14.47 6.10 18.69 -------------------------------------------------------------------------------- 93 94 95 96 97 98 99 00 01 02 Calendar Year End You should consider an investment in the Fund as a long-term investment. The Fund's returns will fluctuate over long and short periods. For example, during the period shown in the bar chart, the Fund's: Best quarter was up 26.16%, 2nd quarter, 1995; and Worst quarter was down -28.68%, 3rd quarter, 1998. 10 <PAGE> Alliance Multi-Market Strategy Trust -------------------------------------------------------------------------------- OBJECTIVE: The Fund's investment objective is the highest level of current income that is available, consistent with what Alliance considers to be prudent investment risk, from a portfolio of high-quality debt securities having remaining maturities of not more than five years. PRINCIPAL INVESTMENT STRATEGIES AND RISKS: The Fund invests in high-quality debt securities having remaining maturities of not more than five years, with a high proportion of investments in money market instruments. The Fund seeks investment opportunities in foreign, as well as domestic, securities markets. Normally, at least 70% of the Fund's debt securities will be denominated in foreign currencies. The Fund limits its investments in a single currency other than the U.S. Dollar to 25% of its net assets, except for the Euro in which the Fund may invest up to 50% of its net assets. The Fund concentrates at least 25% of its total assets in debt instruments issued by domestic and foreign banking companies. The Fund may use significant borrowings for leverage. The Fund also may: o use derivatives strategies; o invest in prime commercial paper or unrated paper of equivalent quality; o enter into repurchase agreements; and o invest in variable, floating, and inverse floating rate securities. Among the principal risks of investing in the Fund are interest rate risk, credit risk, market risk, and leveraging risk. The Fund's investments in debt securities denominated in foreign currencies have foreign risk and currency risk. In addition, the Fund is "non-diversified" meaning that it invests more of its assets in a smaller number of issuers than many other funds. Changes in the value of a single security may have a more significant effect, either negative or positive, on the Fund's net asset value. The table and bar chart provide an indication of the historical risk of an investment in the Fund. PERFORMANCE TABLE Average Annual Total Returns* (For the periods ended December 31, 2002) ---------------------------------------------------------------------- 1 5 10 Year Years Years** ---------------------------------------------------------------------- Class A*** Return Before Taxes 1.02% 3.97% 4.43% ---------------------------------------------------------- Return After Taxes on Distributions 0.63% 1.65% 2.04% ---------------------------------------------------------- Return After Taxes on Distributions and Sale of Fund Shares 0.63% 1.97% 2.30% ---------------------------------------------------------------------- Class B Return Before Taxes 1.57% 4.03% 4.39% ---------------------------------------------------------------------- Class C Return Before Taxes 3.75% 4.07% 4.06% ---------------------------------------------------------------------- Merrill (reflects no Lynch deduction for 1-5 Year fees, expenses, Government or taxes) Bond Index 7.47% 6.87% 6.44% ---------------------------------------------------------------------- * Average annual total returns reflect imposition of the maximum front-end or contingent deferred sales charges as well as conversion of Class B shares to Class A shares after the applicable period. ** Inception Dates for Class C shares: 5/3/93. Performance information for periods prior to the inception of Class C shares is the performance of the Fund's Class A shares adjusted to reflect the higher expense ratio of Class C shares. *** After-tax Returns: -Are shown for Class A shares only and will vary for Class B and C shares because these Classes have higher expense ratios; -Are an estimate, which is based on the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; actual after-tax returns depend on an individual investor's tax situation and are likely to differ from those shown; and -Are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. BAR CHART The annual returns in the bar chart are for the Fund's Class A shares and do not reflect sales loads. If sales loads were reflected, returns would be less than those shown. [THE FOLLOWING INFORMATION WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.] 10.91 -12.76 5.98 16.20 6.68 6.18 2.58 5.15 4.96 5.49 -------------------------------------------------------------------------------- 93 94 95 96 97 98 99 00 01 02 Calendar Year End You should consider an investment in the Fund as a long-term investment. The Fund's returns will fluctuate over long and short periods. For example, during the period shown in the bar chart, the Fund's: Best quarter was up 5.46%, 2nd quarter, 1995; and Worst quarter was down -8.19%, 4th quarter, 1994. 11 <PAGE> SUMMARY OF PRINCIPAL RISKS The value of your investment in a Fund will change with changes in the values of that Fund's investments. Many factors can affect those values. In this Summary, we describe the principal risks that may affect a Fund's portfolio as a whole. These risks and the Funds particularly subject to these risks appear in a chart at the end of this section. All Funds could be subject to additional principal risks because the types of investments made by each Fund can change over time. This Prospectus has additional descriptions of the types of investments that appear in bold type in the discussions under "Description of Additional Investment Practices" or "Additional Risk Considerations." These sections also include more information about the Funds, their investments, and related risks. INTEREST RATE RISK This is the risk that changes in interest rates will affect the value of a Fund's investments in debt securities, such as bonds, notes and asset-backed securities, or other income-producing securities. Debt securities are obligations of the issuer to make payments of principal and/or interest on future dates. All of the Funds have interest rate risk. Increases in interest rates may cause the value of a Fund's investments to decline. Even Funds such as the Alliance U.S. Government and Alliance Quality Bond that invest a substantial portion of their assets in the highest quality debt securities, including U.S. Government securities, are subject to interest rate risk. Interest rate risk generally is greater for those Funds that invest a significant portion of their assets in lower-rated securities or comparable unrated securities such as Alliance Corporate Bond, Alliance High Yield, Alliance Global Strategic Income and Alliance Emerging Market Debt. Interest rate risk is generally greater for Funds that invest in debt securities with longer maturities, such as Alliance Corporate Bond, Alliance Global Strategic Income, Alliance Americas Government Income and Alliance Emerging Market Debt. This risk is compounded for the Funds that invest a substantial portion of their assets in mortgage-related or other asset-backed securities, such as Alliance U.S. Government and Alliance Quality Bond. The value of these securities is affected more by changes in interest rates because when interest rates rise, the maturities of these types of securities tend to lengthen and the value of the securities decreases more significantly. In addition, these types of securities are subject to prepayment when interest rates fall, which generally results in lower returns because the Funds must reinvest their assets in debt securities with lower interest rates. Increased interest rate risk also is likely for Alliance Quality Bond, Alliance Corporate Bond, Alliance Global Strategic Income and Alliance Emerging Market Debt, which invest in debt securities paying no current interest, such as zero coupon, principal-only, and interest-only securities, or paying non-cash interest in the form of other debt securities (payment-in-kind securities). CREDIT RISK This is the risk that the issuer or the guarantor of a debt security, or the counterparty to a derivatives contract, will be unable or unwilling to make timely payments of interest or principal or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit rating. Credit risk is greater for Funds such as Alliance Corporate Bond, Alliance High Yield, Alliance Global Strategic Income and Alliance Emerging Market Debt that invest in lower-rated securities. These debt securities and similar unrated securities (commonly known as "junk bonds") have speculative elements or are predominantly speculative credit risks. Funds such as Alliance High Yield and Alliance Emerging Market Debt may be subject to greater credit risk because they invest in debt securities issued in connection with corporate restructurings by highly leveraged issuers and in debt securities that are not current in the payment of interest or principal or are in default. Funds such as Alliance Quality Bond, Alliance Corporate Bond, Alliance High Yield, Alliance Global Strategic Income, Alliance Americas Government Income, Alliance Emerging Market Debt and Alliance Multi-Market Strategy that invest in foreign securities also are subject to increased credit risk because of the difficulties of requiring foreign entities, including issuers of sovereign debt obligations, to honor their contractual commitments, and because a number of foreign governments and other issuers are already in default. MARKET RISK This is the risk that the value of a Fund's investments will fluctuate as the bond markets fluctuate and that prices overall will decline over shorter or longer-term periods. All of the Funds are subject to this risk. FOREIGN RISK This is the risk of investments in issuers located in foreign countries. All Alliance Bond Funds that invest in foreign securities are subject to this risk, including Alliance Quality Bond, Alliance Corporate Bond, Alliance High Yield, Alliance Global Strategic Income, Alliance Americas Government Income, Alliance Emerging Market Debt and Alliance Multi-Market Strategy. These Funds' investments in foreign securities may experience more rapid and extreme changes in value than investments in securities of U.S. companies. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of securities. In addition, foreign companies usually are not subject to the same degree of regulation as U.S. companies. Reporting, accounting, and auditing standards of foreign countries 12 <PAGE> differ, in some cases significantly, from U.S. standards. Nationalization, expropriation or confiscatory taxation, currency blockage, political changes, or diplomatic developments could adversely affect a Fund's investments in a foreign country. In the event of a nationalization, expropriation, or other confiscation, a Fund could lose its entire investment. Political, social, and economic changes in a particular country could result in increased risks for Alliance Global Strategic Income and Alliance Emerging Market Debt, which invest a substantial portion of their assets in sovereign debt obligations, including Brady Bonds. The investments in emerging market countries of Alliance Americas Government Income and Alliance Emerging Market Debt are likely to involve significant risks. These countries, such as Mexico, Argentina, Brazil, Morocco, the Philippines, Russia, and Venezuela, have a history of political and economic instability. CURRENCY RISK This is the risk that fluctuations in the exchange rates between the U.S. Dollar and foreign currencies may negatively affect the value of a Fund's investments. Funds such as Alliance Quality Bond, Alliance Corporate Bond, Alliance High Yield, Alliance Global Strategic Income, Alliance Americas Government Income and Alliance Multi-Market Strategy that invest in securities denominated in, and/or companies receiving revenues in, foreign currencies are subject to currency risk. COUNTRY OR GEOGRAPHIC RISK This is the risk of investments in issuers located in a particular country or geographic region. Market changes or other factors affecting that country or region, including political instability and unpredictable economic conditions, may have a particularly significant effect on a Fund's net asset value. The Funds particularly subject to this risk are Alliance Americas Government Income and Alliance Multi-Market Strategy. DIVERSIFICATION RISK Most analysts believe that overall risk can be reduced through diversification, while concentration of investments in a small number of securities increases risk. Alliance Global Strategic Income, Alliance Americas Government Income, Alliance Emerging Market Debt and Alliance Multi-Market Strategy are not "diversified." This means that they can invest more of their assets in a relatively small number of issuers with greater concentration of risk. Factors affecting these issuers can have a more significant effect on the Fund's net asset value. Similarly, a Fund that concentrates its investments in a particular industry, such as Alliance Multi-Market Strategy, which invests at least 25% of its assets in the banking industry, could have increased risks because factors affecting that industry could have a more significant effect on the value of the Fund's investments. LEVERAGING RISK When a Fund borrows money or otherwise leverages its portfolio, the value of an investment in that Fund will be more volatile and all other risks will tend to be compounded. Each Fund may create leverage by using reverse repurchase agreements, inverse floating rate instruments or derivatives, or by borrowing money. DERIVATIVES RISK All Funds may use derivatives, which are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate, or index. Alliance will sometimes use derivatives as part of a strategy designed to reduce other risks. Generally, however, the Funds use derivatives as direct investments to earn income, enhance yield and broaden Fund diversification, which entail greater risk than if used solely for hedging purposes. In addition to other risks such as the credit risk of the counterparty, derivatives involve the risk of difficulties in pricing and valuation and the risk that changes in the value of the derivative may not correlate perfectly with relevant underlying assets, rates, or indices. Funds that invest in structured securities, such as Alliance Corporate Bond, Alliance Global Strategic Income and Alliance Emerging Market Debt, could have increased derivatives risk. LIQUIDITY RISK Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing a Fund from selling out of these illiquid securities at an advantageous price. All of the Funds are subject to liquidity risk because derivatives and securities involving substantial interest rate and credit risk tend to involve greater liquidity risk. In addition, liquidity risk tends to increase to the extent a Fund invests in debt securities whose sale may be restricted by law or by contract. MANAGEMENT RISK Each Fund is subject to management risk because it is an actively managed investment fund. Alliance will apply its investment techniques and risk analyses in making investment decisions for the Funds, but there can be no guarantee that its decisions will produce the desired results. In some cases, derivative and other investment techniques may be unavailable or Alliance may determine not to use them, possibly even under market conditions where their use could benefit a Fund. 13 <PAGE> PRINCIPAL RISKS BY FUND The following chart summarizes the Principal Risks of each Fund. Risks not marked for a particular Fund may, however, still apply to some extent to that Fund at various times. <TABLE> <CAPTION> ------------------------------------------------------------------------------------------------------------------------------------ Country or Interest Credit Market Foreign Currency Geographic Diversifica- Leveraging Derivatives Liquidity Manage- Fund Rate Risk Risk Risk Risk Risk Risk tion Risk Risk Risk Risk ment Risk ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> Alliance U.S. Government o o o o o o ------------------------------------------------------------------------------------------------------------------------------------ Alliance Quality Bond o o o o o o o o o ------------------------------------------------------------------------------------------------------------------------------------ Alliance Corporate Bond o o o o o o o o o ------------------------------------------------------------------------------------------------------------------------------------ Alliance High Yield o o o o o o o o o ------------------------------------------------------------------------------------------------------------------------------------ Alliance Global Strategic Income o o o o o o o o o o ------------------------------------------------------------------------------------------------------------------------------------ Alliance Americas Government Income o o o o o o o o o o o ------------------------------------------------------------------------------------------------------------------------------------ Alliance Emerging Market Debt o o o o o o o o o o ------------------------------------------------------------------------------------------------------------------------------------ Alliance Multi-Market Strategy o o o o o o o o o o o ------------------------------------------------------------------------------------------------------------------------------------ </TABLE> 14 <PAGE> -------------------------------------------------------------------------------- FEES AND EXPENSES OF THE FUNDS -------------------------------------------------------------------------------- This table describes the fees and expenses that you may pay if you buy and hold shares of the Funds. SHAREHOLDER FEES (fees paid directly from your investment) <TABLE> <CAPTION> Class A Shares Class B Shares(a) Class B Shares(b) Class C Shares -------------- ----------------- ----------------- -------------- <S> <C> <C> <C> <C> Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 4.25% None None None Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is lower) None 3.0%* 4.0%** 1.0%*** Exchange Fee None None None None </TABLE> -------------------------------------------------------------------------------- (a) For all Funds except Alliance High Yield Fund and Alliance Global Strategic Income Trust. (b) For Alliance High Yield Fund and Alliance Global Strategic Income Trust. * Class B shares automatically convert to Class A shares after 6 years. The CDSC decreases over time. For Class B shares, the CDSC decreases 1.00% annually to 0% after the 3rd year. ** Class B shares automatically convert to Class A shares after 8 years. The CDSC decreases over time. For Class B shares, the CDSC decreases 1.00% annually to 0% after the 4th year. *** For Class C shares, the CDSC is 0% after the first year. ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets) and EXAMPLES The Examples are to help you compare the cost of investing in a Fund with the cost of investing in other funds. They assume that you invest $10,000 in a Fund 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 Fund's operating expenses stay the same, and that all dividends and distributions are reinvested. Your actual costs may be higher or lower. <TABLE> <CAPTION> Operating Expenses Examples ----------------------------------------------------------- ---------------------------------------------------------------------- Alliance U.S. Government Portfolio 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 .54% .54% .54% After 1 Year $ 545 $ 496 $ 196 $ 296 $ 196 Distribution (12b-1) Fees .30% 1.00% 1.00% After 3 Years $ 799 $ 706 $ 606 $ 606 $ 606 Interest Expense .14% .13% .14% After 5 Years $1,072 $1,042 $1,042 $1,042 $1,042 Other Expenses .25% .26% .25% After 10 Years $1,850 $1,906 $1,906 $2,254 $2,254 ---- ---- ---- Total Fund Operating Expenses 1.23% 1.93% 1.93% ==== ==== ==== <CAPTION> Alliance Quality Bond Portfolio 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 .55% .55% .55% After 1 Year $ 521 $ 471 $ 171 $ 271 $ 171 Distribution (12b-1) Fees .30% 1.00% 1.00% After 3 Years++++ $ 826 $ 736 $ 636 $ 636 $ 636 Other Expenses .63% .64% .64% After 5 Years++++ $1,153 $1,128 $1,128 $1,128 $1,128 ---- ---- ---- After 10 Years++++ $2,077 $2,138 $2,138 $2,484 $2,484 Total Fund Operating Expenses 1.48% 2.19% 2.19% ==== ==== ==== Waiver and/or Expense Reimbursement +++ (.50)% (.51)% (.51)% ---- ---- ---- Net Expenses .98% 1.68% 1.68% ==== ==== ==== <CAPTION> Alliance Corporate Bond Portfolio 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 .55% .55% .55% After 1 Year $ 534 $ 486 $ 186 $ 285 $ 185 Distribution (12b-1) Fees .30% 1.00% 1.00% After 3 Years $ 766 $ 676 $ 576 $ 573 $ 573 Interest Expense .03% .03% .03% After 5 Years $1,016 $ 990 $ 990 $ 985 $ 985 Other Expenses .24% .25% .24% After 10 Years $1,730 $1,791 $1,791 $2,137 $2,137 ---- ---- ---- Total Fund Operating Expenses 1.12% 1.83% 1.82% ==== ==== ==== <CAPTION> Alliance High Yield 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 .75% .75% .75% After 1 Year $ 564 $ 618 $ 218 $ 317 $ 217 Distribution (12b-1) Fees .30% 1.00% 1.00% After 3 Years $ 858 $ 873 $ 673 $ 670 $ 670 Other Expenses .38% .40% .39% After 5 Years $1,173 $1,154 $1,154 $1,149 $1,149 ---- ---- ---- After 10 Years $2,065 $2,300 $2,300 $2,472 $2,472 Total Fund Operating Expenses 1.43% 2.15% 2.14% ==== ==== ==== <CAPTION> Alliance Global Strategic Income Trust 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 .75% .75% .75% After 1 Year $ 574 $ 627 $ 227 $ 326 $ 226 Distribution (12b-1) Fees .30% 1.00% 1.00% After 3 Years $ 888 $ 900 $ 700 $ 697 $ 697 Other Expenses .48% .49% .48% After 5 Years $1,224 $1,200 $1,200 $1,195 $1,195 ---- ---- ---- After 10 Years $2,171 $2,396 $2,396 $2,565 $2,565 Total Fund Operating Expenses 1.53% 2.24% 2.23% ==== ==== ==== <CAPTION> Alliance Americas Government Income Trust 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+++++ .73% .73% .73% After 1 Year $ 578 $ 531 $ 231 $ 330 $ 230 Distribution (12b-1) Fees .30% 1.00% 1.00% After 3 Years $ 900 $ 812 $ 712 $ 709 $ 709 Interest Expense .29% .28% .28% After 5 Years $1,244 $1,220 $1,220 $1,215 $1,215 Other Expenses .25% .27% .26% After 10 Years $2,213 $2,274 $2,274 $2,605 $2,605 ---- ---- ---- Total Fund Operating Expenses 1.57% 2.28% 2.27% ==== ==== ==== <CAPTION> Alliance Emerging Market Debt 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 .75% .75% .75% After 1 Year $ 608 $ 561 $ 261 $ 359 $ 259 Distribution (12b-1) Fees .30% 1.00% 1.00% After 3 Years $ 991 $ 902 $ 802 $ 796 $ 796 Interest Expense .38% .38% .37% After 5 Years $1,398 $1,370 $1,370 $1,360 $1,360 Other Expenses .45% .45% .44% After 10 Years $2,532 $2,588 $2,588 $2,895 $2,895 ---- ---- ---- Total Fund Operating Expenses 1.88% 2.58% 2.56% ==== ==== ==== <CAPTION> Alliance Multi-Market Strategy Trust 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 .60% .60% .60% After 1 Year $ 570 $ 527 $ 227 $ 323 $ 223 Distribution (12b-1) Fees .30% 1.00% 1.00% After 3 Years $ 876 $ 800 $ 700 $ 688 $ 688 Other Expenses .59% .64% .60% After 5 Years $1,204 $1,200 $1,200 $1,180 $1,180 ---- ---- ---- After 10 Years $2,129 $2,213 $2,213 $2,534 $2,534 Total Fund Operating Expenses 1.49% 2.24% 2.20% ==== ==== ==== </TABLE> -------------------------------------------------------------------------------- + Assumes redemption at end of period. ++ Assumes no redemption at end of period and, with respect to shares held 10 years, conversion of Class B shares to Class A shares after 6 years, and for Alliance High Yield Fund and Alliance Global Strategic Income Trust, 8 years. +++ Reflects Alliance's contractual waiver of a portion of its advisory fee and/or reimbursement of a portion of the Fund's operating expenses. This waiver extends through the end of the Fund's current fiscal year and may be extended by Alliance for additional one year terms. ++++ These examples assume that Alliance's agreement to waive management fees and/or bear Fund expenses is not extended beyond its initial term. +++++ Represents .65 of 1% of the Fund's average daily adjusted total net assets. 15 & 16 <PAGE> -------------------------------------------------------------------------------- GLOSSARY -------------------------------------------------------------------------------- This Prospectus uses the following terms. Types of Securities Bonds are fixed, floating, and variable rate debt obligations. Convertible securities are bonds, debentures, corporate notes, and preferred stocks that are convertible into common and preferred stock. Debt securities are bonds, debentures, notes, and bills. Equity securities are common and preferred stocks, securities convertible into common and preferred stocks, and rights and warrants to subscribe for the purchase of common and preferred stocks. Fixed-income securities are debt securities, convertible securities, and preferred stocks, including floating rate and variable rate instruments. Fixed-income securities may be rated (or, if unrated, for purposes of the Funds' investment policies as may be determined by Alliance to be of equivalent quality) triple-A (Aaa or AAA), high quality (Aa or AA or above), high grade (A or above) or investment grade (Baa or BBB or above) by, as the case may be, Moody's, S&P or Fitch, or may be lower-rated securities, as defined below. In the case of "split-rated" fixed-income securities (i.e., securities assigned non-equivalent credit quality ratings, such as Baa by Moody's but BB by S&P or Ba by Moody's and BB by S&P but B by Fitch), a Fund will use the rating deemed by Alliance to be the most appropriate under the circumstances. Foreign fixed-income securities consist of foreign government securities and securities issued by non-U.S. companies. Foreign government securities are securities issued or guaranteed, as to payment of principal and interest, by a foreign government or any of its political subdivisions, authorities, agencies or instrumentalities. Interest-only or IO securities are debt securities that receive only the interest payments on an underlying debt that has been structured to have two classes, one of which is the IO class and the other of which is the principal-only or PO class, that receives only the principal payments on the underlying debt obligation. POs are similar to, and are sometimes referred to as, zero coupon securities, which are debt securities issued without interest coupons. Mortgage-related securities are pools of mortgage loans that are assembled for sale to investors (such as mutual funds) by various governmental, government-related, and private organizations. These securities include: o ARMS, which are adjustable-rate mortgage securities; o SMRS, which are stripped mortgage-related securities; o CMOs, which are collateralized mortgage obligations; o GNMA certificates, which are securities issued by the Government National Mortgage Association or GNMA; o FNMA certificates, which are securities issued by the Federal National Mortgage Association or FNMA; and o FHLMC certificates, which are securities issued by the Federal Home Loan Mortgage Corporation or FHLMC. Non-U.S. company is an entity that (i) is organized under the laws of a foreign country, (ii) has its principal place of business in a foreign country, and (iii) issues equity or debt securities that are traded principally in a foreign country. Qualifying bank deposits are certificates of deposit, bankers' acceptances, and interest-bearing savings deposits of banks that have total assets of more than $1 billion and are members of the Federal Deposit Insurance Corporation. Rule 144A securities are securities that may be resold under Rule 144A under the Securities Act. Sovereign debt obligations are foreign government debt securities, loan participations between foreign governments and financial institutions, and interests in entities organized and operated for the purpose of restructuring the investment characteristics of foreign government securities. U.S. Government securities are securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities. These securities include securities backed by the full faith and credit of the United States, those supported by the right of the issuer to borrow from the U.S. Treasury, and those backed only by the credit of the issuing agency itself. The first category includes U.S. Treasury securities (which are U.S. Treasury bills, notes and bonds) and certificates issued by GNMA. U.S. Government securities not backed by the full faith and credit of the United States include certificates issued by FNMA and FHLMC. RATING AGENCIES AND RATED SECURITIES Fitch is Fitch Ratings, the international rating agency formed through the merger of Fitch IBCA, Inc. and Duff & Phelps Credit Rating Co. Higher quality commercial paper is commercial paper rated at least Prime-2 by Moody's, A-2 by S&P, or F2 by Fitch. Lower-rated securities are fixed-income securities rated Ba or BB or below, or determined by Alliance to be of equivalent quality, and are commonly referred to as "junk bonds." Moody's is Moody's Investors Service, Inc. NRSRO is a nationally recognized statistical rating organization. Prime commercial paper is commercial paper rated Prime-1 or higher by Moody's, A-1 or higher by S&P, or F1 by Fitch. S&P is Standard & Poor's Ratings Services. 17 <PAGE> OTHER 1940 Act is the Investment Company Act of 1940, as amended. Code is the Internal Revenue Code of 1986, as amended. Commission is the Securities and Exchange Commission. Duration is a measure that relates the price volatility of a security to changes in interest rates. The duration of a debt security is the weighted average term to maturity, expressed in years, of the present value of all future cash flows, including coupon payments and principal repayments. Thus, by definition, duration is always less than or equal to full maturity. Exchange is the New York Stock Exchange. LIBOR is the London Interbank Offered Rate. Securities Act is the Securities Act of 1933, as amended. World Bank is the commonly used name for the International Bank for Reconstruction and Development. -------------------------------------------------------------------------------- DESCRIPTION OF THE FUNDS -------------------------------------------------------------------------------- This section of the Prospectus provides a more complete description of each Fund's investment objectives and principal strategies and risks. Of course, there can be no assurance that any Fund will achieve its investment objective. Please note that: o Additional discussion of the Funds' investments, including the risks of the investments, can be found in the discussion under Description of Additional Investment Practices following this section. o The description of the principal risks for a Fund may include risks described in the Summary of Principal Risks above. Additional information about the risks of investing in a Fund can be found in the discussion under Additional Risk Considerations. o Additional descriptions of each Fund's strategies, investments, and risks can be found in the Fund's Statement of Additional Information or SAI. o Except as noted, (i) the Funds' investment objectives are "fundamental" and cannot be changed without a shareholder vote, and (ii) the Funds' investment policies are not fundamental and thus can be changed without a shareholder vote. When an investment policy or restriction has a percentage limitation, such limitation is applied at the time of investment. Changes in the market value of securities in a Fund's portfolio after they are purchased by the Fund will not cause the Fund to be in violation of such limitations. INVESTMENT OBJECTIVES AND PRINCIPAL POLICIES INVESTMENT GRADE FUNDS The Investment Grade Funds offer investors high current income consistent with preservation of capital by investing primarily in investment grade (rated Baa or BBB or above) securities. Alliance U.S. Government Portfolio Alliance U.S. Government Portfolio seeks a high level of current income that is consistent with Alliance's determination of prudent investment risk. The Fund invests, under normal circumstances, at least 80% of its net assets in U.S. Government securities, repurchase agreements and forward contracts relating to U.S. Government securities. For purposes of this policy, net assets include any borrowings for investment purposes. This policy may not be changed without 60 days' prior written notice to shareholders. The Fund may invest the remaining 20% of its net assets in non-U.S. Government mortgage-related and asset-backed securities, including high-grade debt securities secured by mortgages on commercial real estate or residential rental properties. As a matter of fundamental policy, the Fund pursues its objective by investing at least 65% of its total assets in U.S. Government securities, repurchase agreements and forward contracts relating to U.S. Government securities. The Fund will not invest in any security rated below BBB or Baa. The Fund may invest in unrated securities of equivalent quality to the rated securities in which it may invest, as determined by Alliance. The Fund expects, but is not required, to dispose of securities that are downgraded below BBB and Baa or, if unrated, that are determined by Alliance to have undergone similar credit quality deterioration. The Fund expects to engage in active and frequent trading of portfolio securities to achieve its principal investment strategies. A higher rate of portfolio turnover increases transaction expenses, which may negatively affect the Fund's performance. High portfolio turnover also may result in the realization of substantial net short-term capital gains, which, when distributed, are taxable to shareholders. The Fund also may: o enter into reverse repurchase agreements and dollar rolls; o enter into various hedging transactions, such as swap transactions; o enter into forward contracts; o purchase and sell futures contracts for hedging purposes; o purchase call and put options on futures contracts or on securities for hedging purposes; o make secured loans of portfolio securities; and o enter into repurchase agreements. 18 <PAGE> Alliance Quality Bond Portfolio Alliance Quality Bond Portfolio seeks high current income consistent with preservation of capital by investing in investment grade fixed-income securities. The Fund invests, under normal circumstances, at least 80% of its net assets in bonds and other debt securities. For purposes of this policy, net assets include any borrowings for investment purposes. This policy may not be changed without 60 days' prior written notice to shareholders. The Fund invests in readily marketable securities with relatively attractive yields that do not involve undue risk of loss of capital. The Fund normally invests all of its assets in securities that are rated at least BBB- by S&P or Baa3 by Moody's or that are of comparable quality. The Fund normally maintains an average aggregate quality rating of its portfolio securities of at least A (S&P and Moody's). The Fund has the flexibility to invest in long- and short-term fixed-income securities (including debt securities, convertible debt securities and U.S. Government obligations) and preferred stocks based on Alliance's assessment of prospective cyclical interest rate changes. In the event that the credit rating of a security held by the Fund falls below investment grade (or, if in the case of unrated securities, Alliance determines that the quality of a security has deteriorated below investment grade), the Fund will not be obligated to dispose of that security and may continue to hold the security if, in the opinion of Alliance, such investment is appropriate in the circumstances. The Fund expects to engage in active and frequent trading of portfolio securities to achieve its principal investment strategies. A higher rate of portfolio turnover increases transaction expenses, which may negatively affect the Fund's performance. High portfolio turnover also may result in the realization of substantial net short-term capital gains, which, when distributed, are taxable to shareholders. The Fund also may: o invest in foreign fixed-income securities, but only up to 20% of its total assets; o enter into dollar rolls; o purchase and sell interest rate futures contracts and options; o enter into swap transactions; o purchase put and call options and write covered put and call options on securities it may purchase; o write covered call options for cross-hedging purposes; o enter into foreign currency futures contracts and related options; o enter into forward foreign currency exchange contracts and options on foreign currencies for hedging purposes; o invest in CMOs; o invest in zero coupon securities and "pay-in-kind" debentures; and o make secured loans of portfolio securities. CORPORATE BOND FUNDS The Corporate Bond Funds offer a selection of alternatives to investors seeking to maximize current income through investments in corporate bonds. Alliance Corporate Bond Portfolio Alliance Corporate Bond Portfolio seeks primarily to maximize income over the long term to the extent consistent with providing reasonable safety in the value of each shareholder's investment and secondarily to increase its capital through appreciation of its investments in order to preserve and, if possible, increase the purchasing power of each shareholder's investment. In pursuing these objectives, the Fund's policy is to invest in readily marketable securities that give promise of relatively attractive yields but do not involve substantial risk of loss of capital. The Fund invests, under normal circumstances, at least 80% of its net assets in corporate bonds and other corporate debt securities. For purposes of this policy, net assets include any borrowings for investment purposes. This policy may not be changed without 60 days' prior written notice to shareholders. Although the Fund invests at least 80% of its net assets in corporate bonds and other corporate debt securities, it also may invest in securities of non-corporate issuers. The Fund expects that the average weighted maturity of its portfolio of fixed-income securities will vary between one year or less and 30 years. The Fund follows an investment strategy that in certain respects can be regarded as more aggressive than the strategies of many other funds investing primarily in corporate bonds. The Fund's investments normally tend to have a relatively long average weighted maturity and duration. The Fund places significant emphasis on both foreign corporate and sovereign debt obligations and corporate bonds that are expected to benefit from improvement in their issuers' credit fundamentals. In recent years the Fund frequently has had greater net asset value volatility than most other corporate bond funds. Prospective investors in the Fund should therefore be prepared to accept the degree of volatility associated with its investment strategy. The Fund's investments in fixed-income securities have no minimum rating requirement, except the Fund expects that it will not retain a security that is downgraded below B, or if unrated, determined to have undergone similar credit quality deterioration after purchase. Currently, the Fund believes its objectives and policies may best be implemented by investing at least 65% of its total assets in fixed-income securities considered investment grade or higher. The Fund may invest the remainder of its assets in lower-rated fixed- 19 <PAGE> income securities. As of June 30, 2002, the Fund's investments were rated (or equivalent quality): o A or above 23.50% o Baa or BBB 53.79% o Ba or BB 8.28% o B 5.40% o NR 9.03% The Fund may invest up to 50% of its total assets in foreign fixed-income securities. The Fund invests no more than 15% of its total assets in sovereign debt obligations in the form of foreign government loan participations and assignments, which may be lower rated and considered to be predominantly speculative with respect to the issuer's capacity to pay interest and repay principal. All of the Fund's investments, whether foreign or domestic, are U.S. Dollar-denominated. Within these limitations, the Fund has complete flexibility as to the types and relative proportions of securities in which it will invest. The Fund plans to vary the proportions of its holdings of long- and short-term fixed-income securities and of equity securities in order to reflect its assessment of prospective cyclical changes even if such action may adversely affect current income. Substantially all of the Fund's investments, however, will be income producing. The Fund expects to engage in active and frequent trading of portfolio securities to achieve its principal investment strategies. A higher rate of portfolio turnover increases transaction expenses, which may negatively affect the Fund's performance. High portfolio turnover also may result in the realization of substantial net short-term capital gains, which, when distributed, are taxable to shareholders. The Fund also may: o invest in structured securities; o invest in fixed and floating rate loans that are arranged through private negotiations between an issuer of sovereign debt obligations and one or more financial institutions and in participations in and assignments of these type of loans; o for hedging purposes, purchase put and call options written by others and write covered put and call options; o for hedging purposes, enter into various hedging transactions, such as swap transactions; o invest in variable, floating, and inverse floating rate instruments; o invest in zero coupon and pay-in-kind securities; and o invest in CMOs and multi-class pass-through mortgage-related securities. Alliance High Yield Fund Alliance High Yield Fund seeks primarily to achieve high total return by maximizing current income and, to the extent consistent with that objective, capital appreciation. The Fund invests, under normal circumstances, at least 80% of its net assets in high yield debt securities. For purposes of this policy, net assets include any borrowings for investment purposes. This policy may not be changed without 60 days' prior written notice to shareholders. The Fund invests in a diversified mix of high yield, below investment grade debt securities, known as "junk bonds." These securities involve greater volatility of price and risk of principal and income than higher quality debt securities. The Fund is managed to maximize current income by taking advantage of market developments, yield disparities, and variations in the creditworthiness of issuers. The Fund uses various strategies in attempting to achieve its objective. The Fund normally invests in high yield debt securities rated below investment grade by two or more NRSROs (i.e., rated lower than Baa by Moody's or lower than BBB by S&P) or, if unrated, of equivalent quality. The Fund may not invest more than 10% of its total assets in (i) fixed-income securities which are rated lower than B3 or B- or their equivalents by two or more NRSROs or, if unrated, of equivalent quality, and (ii) money market instruments of any entity which has an outstanding issue of unsecured debt that is rated lower than B3 or B- or their equivalents by two or more NRSROs or, if unrated, of equivalent quality. As of August 31, 2002, the Fund's investments were rated (or equivalent quality): o A and above 7.28% o BBB 4.69% o Ba or BB 22.69% o B 59.98% o CCC 4.04% o CC .03% o D .16% o Unrated 1.13% The Fund may invest a portion of its assets in foreign fixed-income securities. The Fund may buy and sell foreign currencies principally for the purpose of preserving the value of foreign securities or in anticipation of purchasing foreign securities. The Fund also may invest in: o U.S. Government securities; o certificates of deposit, bankers' acceptances, bank notes, time deposits and interest bearing savings deposits issued or guaranteed by certain domestic and foreign banks; o commercial paper (rated at least A-1 by S&P or Prime-1 by Moody's or, if unrated, issued by domestic or foreign companies having high quality outstanding debt securities) and participation interests in loans extended by banks to these companies; o corporate debt obligations with remaining maturities of less than one year rated at least high quality as well as corporate debt obligations rated at least high grade 20 <PAGE> provided the corporation also has outstanding an issue of commercial paper rated at least A-1 by S&P or Prime-1 by Moody's; and o floating rate or master demand notes. The Fund also may: o invest in mortgage-related and asset-backed securities; o invest in loan participations and assignments of loans to corporate, governmental, or other borrowers originally made by institutional lenders or lending syndicates; o enter into forward commitments; o write covered put and call options on debt securities, securities indices and foreign currencies and purchase put or call options on debt securities, securities indices and foreign currencies; o purchase and sell futures contracts and related options on debt securities and on indices of debt securities; o enter into contracts for the purchase or sale of a specific currency for hedging purposes only; o make secured loans of portfolio securities; and o enter into repurchase agreements. MULTI-SECTOR FUND The Multi-Sector Fund offers investors seeking high current income the alternative of investing in a variety of traditional and non-traditional fixed-income sectors based on Alliance's evaluation of changes in major economic and credit cycles around the world. Alliance Global Strategic Income Trust Alliance Global Strategic Income Trust seeks primarily a high level of current income and secondarily capital appreciation. The Fund invests primarily in a portfolio of fixed-income securities of U.S. and non-U.S. companies and U.S. Government and foreign government securities and supranational entities, including lower-rated securities. The Fund also may use derivative instruments to attempt to enhance income. The Fund expects that the average weighted maturity of its portfolio of fixed-income securities will vary between five years and 30 years in accordance with Alliance's changing perceptions of the relative attractiveness of various maturity ranges. The Fund normally invests at least 65% of its total assets in fixed-income securities of issuers located in at least three countries, one of which may be the United States. The Fund limits its investments in the securities of any one foreign government to 25% of its total assets. The Fund's investments in U.S. Government securities may include mortgage-related securities and zero coupon securities. The Fund's investments in fixed-income securities may include preferred stock, mortgage-related and other asset-backed securities, and zero coupon securities. The Fund will maintain at least 65% of its total assets in investment grade securities and may maintain not more than 35% of its total assets in lower-rated securities. Unrated securities will be considered for investment by the Fund when Alliance believes that the financial condition of the issuers of such obligations and the protection afforded by the terms of the obligations limit the risk to the Fund to a degree comparable to that of rated securities that are consistent with the Fund's investment objectives and policies. Lower-rated securities in which the Fund may invest include Brady Bonds and fixed-income securities of issuers located in emerging markets. The Fund expects to engage in active and frequent trading of portfolio securities to achieve its principal investment strategies. A higher rate of portfolio turnover increases transaction expenses, which may negatively affect the Fund's performance. High portfolio turnover also may result in the realization of substantial net short-term capital gains, which, when distributed, are taxable to shareholders. The Fund also may: o invest in rights and warrants; o invest in loan participations and assignments; o invest in foreign currencies; o purchase and write put and call options on securities and foreign currencies; o purchase or sell forward foreign exchange contracts; o invest in variable, floating, and inverse floating rate instruments; o invest in indexed commercial paper; o invest in structured securities; o purchase and sell securities on a forward commitment basis; o enter into standby commitments; o enter into the purchase or sale of futures contracts on fixed-income securities or foreign currencies, or futures contracts based on financial indices, including any index of U.S. Government securities, foreign government securities or common stock, and purchase and write options on futures contracts; o invest in Eurodollar instruments; o enter into swap transactions; o make short sales of securities or maintain a short position; o enter into reverse repurchase agreements and dollar rolls; o make secured loans of portfolio securities; and o enter into repurchase agreements. The Fund may borrow in order to purchase securities or make other investments, although it currently limits its borrowings to 25% of its total assets. 21 <PAGE> GLOBAL BOND FUNDS The Global Bond Funds are non-diversified investment companies that offer investors a high level of current income through investments primarily in foreign government securities. Alliance Americas Government Income Trust Alliance Americas Government Income Trust seeks the highest level of current income, consistent with what Alliance considers to be prudent investment risk, that is available from a portfolio of debt securities issued or guaranteed by the federal government of the United States, Canada, and Mexico, their political subdivisions (including Canadian provinces but excluding states of the United States), agencies, instrumentalities or authorities. The Fund invests at least 65% of its net assets in debt securities issued or guaranteed by: (i) the federal governments of the United States, Canada, and Mexico; (ii) government-related entities in the United States, Canada, and Mexico; and (iii) the provincial governments of Canada and Mexico. However, the Fund normally invests at least 80% of its net assets in debt securities of countries in North, Central, and South America. The Fund also invests, under normal circumstances, at least 80%, and normally substantially more, of its net assets in government securities. For purposes of both of these 80% policies, net assets include any borrowings for investment purposes and the policies may not be changed without 60 days' prior written notice to shareholders. The Fund's investments may be denominated in local currency or U.S. Dollar-denominated, but the Fund expects to maintain at least 25% of its assets in U.S. Dollar-denominated securities. The Fund also may invest in debt securities issued by, and denominated in either the U.S. Dollar or the respective local currencies of, governments of countries located in Central and South America, including the Caribbean, or any of their political subdivisions, agencies, instrumentalities or authorities. The Fund may invest up to 25% of its total assets in debt securities issued by governmental entities of Argentina ("Argentine Government securities"). The Fund limits its investments in debt securities issued by the governmental entities of any one such country, except for Argentine Government securities, to 10% of its total assets. The average weighted maturity of the Fund's portfolio of debt securities is expected to vary between one year or less and 30 years. The Fund currently maintains borrowings of approximately one-third of its net assets. As a matter of fundamental policy, the Fund invests at least 80% of its net assets in debt securities rated investment grade at the time of investment and may invest up to 20% of its net assets in non-investment grade debt securities rated, at the time of investment, at least B- by S&P or Fitch or B3 by Moody's, or, if unrated, determined by Alliance to be of equivalent quality. The Fund expects that it will not retain a debt security that is downgraded below these credit rating standards or, if unrated, determined by Alliance to have undergone similar credit quality deterioration. The Fund may conclude, under certain circumstances, that it is in the best interests of the shareholders to retain its holdings in securities of that issuer. Alliance believes that the increasingly integrated economic relationship among the United States, Canada and Mexico, characterized by the reduction and projected elimination of most barriers to free trade among the three nations and the growing coordination of their fiscal and monetary policies, will, over the long term, benefit the economic performance of all three countries and promote greater correlation of currency fluctuation among the U.S. and Canadian Dollars and the Mexican Peso. Alliance anticipates that, over time, Central and South America will tend to benefit as well from such broadening economic convergence. Alliance will actively manage the Fund's assets in relation to market conditions and general economic conditions and adjust the Fund's investments in an effort to best enable the Fund to achieve its investment objective. Thus, the percentage of the Fund's assets invested in a particular country or denominated in a particular currency will vary in accordance with Alliance's assessment of the relative yield and appreciation potential of such securities and the relationship of the country's currency to the U.S. Dollar. The Fund also may: o enter into futures contracts and purchase and write options on futures contracts for hedging purposes; o purchase and write put and call options on foreign currencies; o purchase or sell forward foreign currency exchange contracts; o write covered put and call options and purchase put and call options on U.S. Government and foreign government securities traded on U.S. and foreign securities exchanges, and write put and call options for cross-hedging purposes; o enter into swap transactions; o enter into forward commitments; o invest in variable, floating, and inverse floating rate instruments; o make secured loans of portfolio securities; and o enter into repurchase agreements. Alliance Emerging Market Debt Fund Alliance Emerging Market Debt Fund seeks primarily a high level of current income and secondarily capital appreciation. The Fund invests, under normal circumstances, at least 80% of its net assets in emerging market debt securities. For purposes of this policy, net assets include any borrowings for investment purposes. This policy may not be changed without 60 days' prior written notice to shareholders. The Fund invests at least 65% of its 22 <PAGE> total assets in sovereign debt obligations. The Fund's investments in sovereign debt obligations will emphasize obligations referred to as "Brady Bonds," which are issued as part of debt restructurings and collateralized in full as to principal due at maturity by zero coupon U.S. Government securities. The Fund also may invest up to 35% of its total assets in U.S. and non-U.S. corporate fixed-income securities. The Fund will limit its investments in sovereign debt obligations and U.S. and non-U.S. corporate fixed-income securities to U.S. Dollar-denominated securities. Alliance expects the average weighted maturity of the Fund's investments will be approximately: o for U.S. fixed-income securities, nine to 15 years; o for non-U.S. fixed-income securities, 15 to 25 years; and o for sovereign debt obligations, longer than 25 years. Substantially all of the Fund's assets will be invested in lower-rated securities, which may include securities having the lowest rating for non-subordinated debt instruments (i.e., rated C by Moody's or CCC or lower by S&P and Fitch) and unrated securities of equivalent investment quality. These securities may have extremely poor prospects of ever attaining any real investment standing and a current identifiable vulnerability to default, 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 be in default or not current in the payment of interest or principal. The Fund also may invest in investment grade securities. Unrated securities will be considered for investment by the Fund when Alliance believes that the financial condition of the issuers of such obligations and the protection afforded by the terms of the obligations themselves limit the risk to the Fund to a degree comparable to that of rated securities which are consistent with the Fund's investment objectives and policies. As of August 31, 2002, securities ratings (or equivalent quality) of the Fund's securities were: o A and above .79% o Baa or BBB 24.05% o Ba or BB 41.71% o B 29.64% o CCC 2.89% o CC .33% o Unrated .59% The Fund's investments in sovereign debt obligations and non-U.S. corporate fixed-income securities emphasize countries that are considered at the time of purchase to be emerging markets or developing countries by the World Bank. A substantial part of the Fund's investment focus is in obligations of or securities of issuers in Argentina, Brazil, Mexico, Morocco, the Philippines, Russia and Venezuela because these countries are now, or are expected in the future to be, the principal participants in debt restructuring programs (including, in the case of Argentina, Mexico, the Philippines and Venezuela, issuers of currently outstanding Brady Bonds) that, in Alliance's opinion, will provide the most attractive investment opportunities for the Fund. Alliance anticipates that other countries that will provide investment opportunities for the Fund include, among others, Bolivia, Costa Rica, the Dominican Republic, Ecuador, Jordan, Nigeria, Panama, Peru, Poland, Thailand, Turkey and Uruguay. The Fund limits its investments in the sovereign debt obligations of any single foreign country to less than 25% of its total assets, although the Fund may invest up to 30% of its total assets in the sovereign debt obligations of and corporate fixed-income securities of issuers in each of Argentina, Brazil, Mexico, Morocco, the Philippines, Russia and Venezuela. The Fund expects that it will limit its investments in any other single foreign country to not more than 10% of its total assets. The Fund also may: o invest in structured securities; o invest in fixed and floating rate loans that are arranged through private negotiations between an issuer of sovereign debt obligations and one or more financial institutions and in participations in and assignments of these types of loans; o invest in other investment companies; o invest in warrants; o enter into swap transactions; o enter into forward commitments; o enter into standby commitment agreements; o make short sales of securities or maintain a short position; o write put and call options on securities of the types in which it is permitted to invest and write call options for cross-hedging purposes; o purchase and sell exchange-traded options on any securities index of the types of securities in which it may invest; o invest in variable, floating, and inverse floating rate instruments; o enter into reverse repurchase agreements and dollar rolls; o make secured loans of portfolio securities; and o enter into repurchase agreements. While it does not currently intend to do so, the Fund reserves the right to borrow an amount not to exceed one-third of the Fund's net assets. 23 <PAGE> Alliance Multi-Market Strategy Trust Alliance Multi-Market Strategy Trust seeks the highest level of current income, consistent with what Alliance considers to be prudent investment risk, that is available from a portfolio of high-quality debt securities having remaining maturities of not more than five years. The Fund is a non-diversified investment company that offers investors a higher yield than a money market fund and less fluctuation in net asset value than a longer-term bond fund. The Fund invests in a portfolio of debt securities denominated in the U.S. Dollar and selected foreign currencies. The Fund seeks investment opportunities in foreign, as well as domestic, securities markets. The Fund normally expects to maintain at least 70% of its assets in debt securities denominated in foreign currencies. The Fund limits its investments in a single currency other than the U.S. Dollar to 25% of its net assets, except for the Euro in which the Fund may invest up to 50% of its net assets. In pursuing its investment objective, the Fund seeks to minimize credit risk and fluctuations in net asset value by investing only in short-term debt securities. Normally, a high proportion of the Fund's portfolio consists of money market instruments. Alliance actively manages the Fund's portfolio in accordance with a multi-market investment strategy, allocating the Fund's investments among securities denominated in the U.S. Dollar and the currencies of a number of foreign countries and, within each such country, among different types of debt securities. Alliance adjusts the Fund's exposure to each currency so that the percentage of assets invested in securities of a particular country or denominated in a particular currency varies in accordance with Alliance's assessment of the relative yield and appreciation potential of such securities and the relative strength of a country's currency. Fundamental economic strength, credit quality, and interest rate trends are the principal factors considered by Alliance in determining whether to increase or decrease the emphasis placed upon a particular type of security or industry sector within a Fund's investment portfolio. The returns available from short-term foreign currency-denominated debt instruments can be adversely affected by changes in exchange rates. Alliance believes that the use of foreign currency hedging techniques, including "cross-hedges", can help protect against declines in the U.S. Dollar value of income available for distribution to shareholders and declines in the net asset value of the Fund's shares resulting from adverse changes in currency exchange rates. The Fund invests in debt securities denominated in the currencies of countries whose governments are considered stable by Alliance. An issuer of debt securities purchased by the Fund may be domiciled in a country other than the country in whose currency the instrument is denominated. In addition, the Fund may purchase debt securities (sometimes referred to as "linked" securities) that are denominated in one currency while the principal amounts of, and value of interest payments on, such securities are determined with reference to another currency. The Fund seeks to minimize investment risk by limiting its investments to debt securities of high quality and invests in: o U.S. Government securities; o high-quality foreign government securities; o obligations issued by supranational entities and corporate debt securities having a high-quality rating; o certificates of deposit and bankers' acceptances issued or guaranteed by, or time deposits maintained at, banks (including foreign branches of foreign banks) having total assets of more than $500 million, and determined by Alliance to be of high quality; and o prime commercial paper or unrated commercial paper of equivalent quality and issued by U.S. or foreign companies having outstanding high-quality debt securities. As a matter of fundamental policy, the Fund concentrates at least 25% of its total assets in debt instruments issued by domestic and foreign companies engaged in the banking industry, including bank holding companies. These investments may include certificates of deposit, time deposits, bankers' acceptances, and obligations issued by bank holding companies, as well as repurchase agreements entered into with banks. The Fund also may: o invest in indexed commercial paper; o enter into futures contracts and purchase and write options on futures contracts; o purchase and write put and call options on foreign currencies; o purchase or sell forward foreign currency exchange contracts; o enter into swap transactions; o invest in variable, floating, and inverse floating rate instruments; o make secured loans of portfolio securities; and o enter into repurchase agreements. DESCRIPTION OF ADDITIONAL INVESTMENT PRACTICES This section describes certain investment practices and associated risks that are common to a number of Funds. There can be no assurance that at any given time a Fund will engage in any of these derivative or other practices. Derivatives. The Funds may use derivatives to achieve their investment objectives. Derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. These assets, rates, and indices may include bonds, stocks, mortgages, commodities, interest rates, currency exchange rates, bond 24 <PAGE> indices, and stock indices. Derivatives can be used to earn income or protect against risk, or both. For example, one party with unwanted risk may agree to pass that risk to another party who is willing to accept the risk, the second party being motivated, for example, by the desire either to earn income in the form of a fee or premium from the first party, or to reduce its own unwanted risk by attempting to pass all or part of that risk to the first party. Derivatives can be used by investors such as the Funds to earn income and enhance returns, to hedge or adjust the risk profile of a portfolio, and either to replace more traditional direct investments or to obtain exposure to otherwise inaccessible markets. Each of the Funds is permitted to use derivatives for one or more of these purposes, although most of the Funds generally use derivatives primarily as direct investments in order to enhance yields and broaden portfolio diversification. Each of these uses entails greater risk than if derivatives were used solely for hedging purposes. Derivatives are a valuable tool, which, when used properly, can provide significant benefits to Fund shareholders. A Fund may take a significant position in those derivatives that are within its investment policies if, in Alliance's judgment, this represents the most effective response to current or anticipated market conditions. Alliance High Yield, Alliance Global Strategic Income and Alliance Multi-Market Strategy in particular, generally make extensive use of carefully selected forwards and other derivatives to achieve the currency hedging that is an integral part of their investment strategy. Alliance's use of derivatives is subject to continuous risk assessment and control from the standpoint of each Fund's investment objectives and policies. Derivatives may be (i) standardized, exchange-traded contracts or (ii) customized, privately-negotiated contracts. Exchange-traded derivatives tend to be more liquid and subject to less credit risk than those that are privately negotiated. There are four principal types of derivative instruments--options, futures, forwards, and swaps--from which virtually any type of derivative transaction can be created. o Options--An option, which may be standardized and exchange-traded, or customized and privately negotiated, is an agreement that, for a premium payment or fee, gives the option holder (the buyer) the right but not the obligation to buy or sell the underlying asset (or settle for cash an amount based on an underlying asset, rate or index) at a specified price (the exercise price) during a period of time or on a specified date. A call option entitles the holder to purchase, and a put option entitles the holder to sell, the underlying asset (or settle for cash an amount based on an underlying asset, rate or index). Likewise, when an option is exercised the writer of the option is obligated to sell (in the case of a call option) or to purchase (in the case of a put option) the underlying asset (or settle for cash an amount based on an underlying asset, rate or index). o Futures--A futures contract is an agreement that obligates the buyer to buy and the seller to sell a specified quantity of an underlying asset (or settle for cash the value of a contract based on an underlying asset, rate or index) at a specific price on the contract maturity date. Futures contracts are standardized, exchange-traded instruments and are fungible (i.e., considered to be perfect substitutes for each other). This fungibility allows futures contracts to be readily offset or cancelled through the acquisition of equal but opposite positions, which is the primary method in which futures contracts are liquidated. A cash-settled futures contract does not require physical delivery of the underlying asset but instead is settled for cash equal to the difference between the values of the contract on the date it is entered into and its maturity date. o Forwards--A forward contract is an obligation by one party to buy, and the other party to sell, a specific quantity of an underlying commodity or other tangible asset for an agreed upon price at a future date. Forward contracts are customized, privately negotiated agreements designed to satisfy the objectives of each party. A forward contract usually results in the delivery of the underlying asset upon maturity of the contract in return for the agreed upon payment. o Swaps--A swap is a customized, privately negotiated agreement that obligates two parties to exchange a series of cash flows at specified intervals (payment dates) based upon or calculated by reference to changes in specified prices or rates (interest rates in the case of interest rate swaps, currency exchange rates in the case of currency swaps) for a specified amount of an underlying asset (the "notional" principal amount). The payment flows are netted against each other, with the difference being paid by one party to the other. Except for currency swaps, the notional principal amount is used solely to calculate the payment streams but is not exchanged. With respect to currency swaps, actual principal amounts of currencies may be exchanged by the counterparties at the initiation, and again upon the termination, of the transaction. Swap transactions also include credit default swaps in which one party pays a periodic fee, typically expressed in basis points on a notional amount, in return for a contingent payment, by the counterparty following a credit event in a specific debt obligation or obligations. A credit event is typically a default and the contingent payment may be a cash settlement or by physical delivery of the reference obligation in return for payment of its face amount. The swap market has grown substantially in recent years, with a large number of banks and investment banking firms acting as principals and as agents utilizing standard swap documentation. As a result, the swap market has become well established and relatively liquid. The Funds will enter into swap transactions only with counterparties whose debt securities have ratings of at least A (or the 25 <PAGE> equivalent) from any one nationally recognized statistical rating organization or counterparties with guarantors with debt securities having such a rating. Debt instruments that incorporate one or more of these building blocks for the purpose of determining the principal amount of and/or rate of interest payable on the debt instruments are often referred to as "structured securities." An example of this type of structured security is indexed commercial paper. The term is also used to describe certain securities issued in connection with the restructuring of certain foreign obligations. The term "derivative" also is sometimes used to describe securities involving rights to a portion of the cash flows from an underlying pool of mortgages or other assets from which payments are passed through to the owner of, or that collateralize, the securities. These securities are described below under Mortgage-Related Securities and Other Asset-Backed Securities. While the judicious use of derivatives by highly-experienced investment managers such as Alliance can be quite beneficial, derivatives involve risks different from, and, in certain cases, greater than, the risks presented by more traditional investments. The following is a general discussion of important risk factors and issues relating to the use of derivatives that investors should understand before investing in a Fund. o Market Risk--This is the general risk of all investments that the value of a particular investment will change in a way detrimental to the Fund's interest based on changes in the bond market generally. o Management Risk--Derivative products are highly specialized instruments that require investment techniques and risk analyses different from those associated with stocks and bonds. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions. In particular, the use and complexity of derivatives require the maintenance of adequate controls to monitor the transactions entered into, the ability to assess the risk that a derivative adds to a Fund's portfolio, and the ability to forecast price, interest rate, or currency exchange rate movements correctly. o Credit Risk--This is the risk that a loss may be sustained by a Fund as a result of the failure of a derivative counterparty to comply with the terms of the derivative contract. The credit risk for exchange-traded derivatives is generally less than for privately negotiated derivatives, since the clearing house, which is the issuer or counterparty to each exchange-traded derivative, provides a guarantee of performance. This guarantee is supported by a daily payment system (i.e., margin requirements) operated by the clearing house in order to reduce overall credit risk. For privately negotiated derivatives, there is no similar clearing agency guarantee. Therefore, the Funds consider the creditworthiness of each counterparty to a privately negotiated derivative in evaluating potential credit risk. o Liquidity Risk--Liquidity risk exists when a particular instrument is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with many privately negotiated derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous price. o Leverage Risk--Since many derivatives have a leverage component, adverse changes in the value or level of the underlying asset, rate or index can result in a loss substantially greater than the amount invested in the derivative itself. In the case of swaps, the risk of loss generally is related to a notional principal amount, even if the parties have not made any initial investment. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. o Other Risks--Other risks in using derivatives include the risk of mispricing or improper valuation of derivatives and the inability of derivatives to correlate perfectly with underlying assets, rates and indices. Many derivatives, in particular privately negotiated derivatives, are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a Fund. Derivatives do not always perfectly or even highly correlate or track the value of the assets, rates or indices they are designed to closely track. Consequently, a Fund's use of derivatives may not always be an effective means of, and sometimes could be counterproductive to, furthering the Fund's investment objective. In addition, there is no guarantee that a specific derivative will be available for a Fund to utilize at any given time. Derivatives Used by the Funds. The following describes specific derivatives that one or more of the Funds may use. Credit Default Swap Agreements. The "buyer" in a credit default swap contract is obligated to pay the "seller" a periodic stream of payments over the term of the contract in return for a contingent payment upon the occurrence of a credit event with respect to an underlying reference obligation. Generally, a credit event means bankruptcy, failure to pay, obligation acceleration or modified restructuring. A Fund may be either the buyer or seller in the transaction. As a seller, a Fund receives a fixed rate of income throughout the term of the contract, which typically is between one month and five years, provided that no credit event occurs. If a credit event occurs, a Fund typically must pay the contingent payment to the buyer, which is typically the "par value" (full notional value) of the reference obligation. The contingent payment may be a cash settlement or by physical delivery of the reference obligation in return for payment of the face amount of the obligation. If a Fund is a buyer and no credit event occurs, the Fund may lose its investment and recover nothing. However, if a credit 26 <PAGE> event occurs, the buyer typically receives full notional value for a reference obligation that may have little or no value. Credit default swaps may involve greater risks than if a Fund had invested in the reference obligation directly. Credit default swaps are subject to general market risk, liquidity risk and credit risk. As noted above, if a Fund is a buyer and no credit event occurs, it will lose its investment. In addition, the value of the reference obligation received by a Fund as a seller if a credit event occurs, coupled with the periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the Fund. Eurodollar Instruments. Eurodollar instruments are essentially U.S. Dollar-denominated futures contracts or options that are linked to LIBOR. Eurodollar futures contracts enable purchasers to obtain a fixed rate for the lending of funds and sellers to obtain a fixed rate for borrowings. Alliance Global Strategic Income intends to use Eurodollar futures contracts and options thereon to hedge against changes in LIBOR (to which many short-term borrowings and floating rate securities in which the Fund invests are linked). Forward Foreign Currency Exchange Contracts. A Fund purchases or sells forward foreign currency exchange contracts ("forward contracts") to minimize the risk from adverse changes in the relationship between the U.S. Dollar and other currencies. 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 (a "transaction hedge"). 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 (a "position hedge"). 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 (a "cross-hedge"). Futures Contracts and Options on Futures Contracts. A Fund may buy and sell futures contracts on fixed-income or other securities or foreign currencies, and contracts based on interest rates or financial indices, including any index of U.S. Government securities, foreign government securities or corporate debt securities. Options on futures contracts are options that call for the delivery of futures contracts upon exercise. Options on futures contracts written or purchased by a Fund will be traded on U.S. or foreign exchanges and, except for Alliance Global Strategic Income, will be used only for hedging purposes. Alliance U.S. Government, Alliance Global Strategic Income, Alliance Americas Government Income and Alliance Multi-Market Strategy will not enter into a futures contract or write or purchase an option on a futures contract 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. Alliance U.S. Government, Alliance Global Strategic Income, Alliance Americas Government Income and Alliance Multi-Market Strategy will not enter into a futures contract or, if otherwise permitted, write or purchase an option on a futures contract, if immediately thereafter the aggregate of initial margin deposits on all the outstanding futures contracts of the Fund and premiums paid on outstanding options on futures contracts would exceed 5% of the market value of the total assets of the Fund. Alliance High Yield will not purchase or sell futures contracts or options on futures contracts unless either (i) the futures contracts or options thereon are for "bona fide hedging" purposes (as that term is defined under the Commodities Futures Trading Commission regulations) or (ii) if for other purposes, the sum of amounts of initial margin deposits and premiums required to establish non-hedging positions would not exceed 5% of the Fund's liquidation value. In addition, Alliance Global Strategic Income will not enter into any futures contract (i) other than one on fixed-income securities or based on interest rates, or (ii) if immediately thereafter the sum of the then aggregate futures market prices of financial instruments required to be delivered under open futures contract sales and the aggregate futures market prices of instruments required to be delivered under open futures contract purchases would exceed 30% of the value of the Fund's total assets. Interest Rate Transactions (Swaps, Caps, and Floors). Each Fund that may enter into interest rate swap, cap, or floor transactions expects to do so primarily for hedging purposes, which may include preserving a return or spread on a particular investment or portion of its portfolio or protecting against an 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) computed based on a contractually-based principal (or "notional") amount. Interest rate swaps are entered into 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). 27 <PAGE> Interest rate caps and floors are similar to options in that the purchase of an interest rate cap or floor entitles the purchaser, to the extent that a specified index exceeds (in the case of a cap) or falls below (in the case of a floor) a predetermined interest rate, to receive payments of interest on a notional amount from the party selling the interest rate cap or 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. 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. Alliance Global Strategic Income, Alliance Americas Government Income and Alliance Multi-Market Strategy, may enter into interest rate swaps involving payments in the same currency or in different currencies. Caps and floors may be less liquid than swaps. These transactions do not involve the delivery of securities or other underlying assets or principal. Accordingly, unless there is a counterparty default, the risk of loss to a Fund from interest rate transactions is limited to the net amount of interest payments that the Fund is contractually obligated to make. Options on Foreign Currencies. A Fund invests in options on foreign currencies that are privately negotiated or traded on U.S. or foreign exchanges for the purpose of protecting against declines in the U.S. Dollar value of foreign currency denominated securities held by a Fund and against increases in the U.S. Dollar cost of securities to be acquired. The purchase of an option on a foreign currency may constitute an effective hedge against fluctuations in exchange rates, although if rates move adversely, a Fund may forfeit the entire amount of the premium plus related transaction costs. Options on Securities. In purchasing an option on securities, a Fund would be in a position to realize a gain if, during the option period, the price of the underlying securities 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 not greater than the premium paid for the option. Thus, a Fund would realize a loss if the price of the underlying security declined or remained the same (in the case of a call) or increased or remained the same (in the case of a put) or otherwise did not increase (in the case of a put) or decrease (in the case of a call) by more than the amount of the premium. If a put or call option purchased by a Fund were permitted to expire without being sold or exercised, its premium would represent a loss to the Fund. A Fund may write a put or call option in return for a premium, which is retained by the Fund whether or not the option is exercised. Except with respect to uncovered call options written for cross-hedging purposes, none of the Funds will write uncovered call or put options on securities. 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 (or it holds a call option with an exercise price that is greater than that of the call option it has written, if the difference is maintained by the Fund in liquid assets in a segregated account). 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 or if the Fund maintains liquid assets in a segregated account with a value equal to the exercise price. The risk involved in writing an uncovered call option is that there could be an increase in the market value of the underlying security, and a Fund could be obligated to acquire the underlying security at its current price and sell it at a lower price. The risk of loss from writing an uncovered put option is limited to the exercise price of the option. A Fund may write a call option on a security that it does not own in order to hedge against a decline in the value of a security that it owns or has the right to acquire, a technique referred to as "cross-hedging." 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 exceeds that to be received from writing a covered call option, while at the same time achieving the desired hedge. The correlation risk involved in cross-hedging may be greater than the correlation risk involved with other hedging strategies. Alliance U.S. Government, Alliance Quality Bond, Alliance Corporate Bond, Alliance High Yield, Alliance Global Strategic Income, Alliance Americas Government Income and Alliance Emerging Market Debt, generally purchase or write privately negotiated options on securities. A Fund that does so 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. Privately negotiated options purchased or written by a Fund may be illiquid and it may not be possible for the Fund to effect a closing transaction at an advantageous time. Alliance U.S. Government and Alliance Corporate Bond will not purchase an option on a security if, immediately thereafter, the aggregate cost of all outstanding options purchased by the Fund would exceed 2% of the Fund's total assets. Nor will these Funds write an option if, immediately thereafter, the aggregate value of the Fund's portfolio securities subject to outstanding options would exceed 15% of the Fund's total assets. Options on Securities Indices. An option on a securities index is similar to an option on a security except that, rather than taking or making 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. 28 <PAGE> Brady Bonds. Brady Bonds are created through the exchange of existing commercial bank loans to foreign entities for new obligations in connection with debt restructurings under a plan introduced by former U.S. Secretary of the Treasury, Nicholas F. Brady (the "Brady Plan").They may be collateralized or uncollateralized and issued in various currencies (although most are U.S. Dollar-denominated) and they are actively traded in the over-the-counter secondary market. U.S. Dollar-denominated, collateralized Brady Bonds, which may be fixed-rate par bonds or floating rate discount bonds, are generally collateralized in full as to principal due at maturity by U.S. Treasury zero coupon obligations that have the same maturity as the Brady Bonds. Interest payments on these Brady Bonds generally are collateralized by cash or securities in an amount that, in the case of fixed rate bonds, is equal to at least one year of rolling interest payments based on the applicable interest rate at that time and is adjusted at regular intervals thereafter. Certain Brady Bonds are entitled to "value recovery payments" in certain circumstances, which in effect constitute supplemental interest payments but generally are not collateralized. Brady Bonds are often viewed as having up to four valuation components: (i) collateralized repayment of principal at final maturity, (ii) collateralized interest payments, (iii) uncollateralized interest payments, and (iv) any uncollateralized repayment of principal at maturity (these uncollateralized amounts constitute the "residual risk"). In the event of a default with respect to collateralized Brady Bonds as a result of which the payment obligations of the issuer are accelerated, the U.S. Treasury zero coupon obligations held as collateral for the payment of principal will not be distributed to investors, nor will such obligations be sold and the proceeds distributed. The collateral will be held by the collateral agent to the scheduled maturity of the defaulted Brady Bonds, which will continue to be outstanding, at which time the face amount of the collateral will equal the principal payments that would have then been due on the Brady Bonds in the normal course. In light of the residual risk of Brady Bonds and, among other factors, the history of defaults with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds, investments in Brady Bonds are to be viewed as speculative. Convertible Securities. Prior to conversion, convertible securities have the same general characteristics as non-convertible debt securities, which provide a stable stream of income with generally higher yields than those of equity securities of the same or similar issuers. The price of a convertible security will normally vary with changes in the price of the underlying 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 enable investors to benefit from increases in the market price of the underlying common stock. Convertible debt securities that are rated Baa or lower by Moody's or BBB or lower by S&P or Fitch and comparable unrated securities may share some or all of the risks of debt securities with those ratings. 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 or approval of a proposed financing by appropriate authorities (i.e., a "when, as and if issued" trade). When forward commitments with respect to fixed-income securities are negotiated, the price, which is generally expressed in yield terms, is fixed at the time the commitment is made, but payment for and delivery of 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 accrues to the purchaser prior to the settlement date. The use of forward commitments helps 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 bond 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. No forward commitments will be made by Alliance Global Strategic Income, Alliance Americas Government Income or Alliance Emerging Market Debt if, as a result, the Fund's aggregate forward commitments under such transactions would be more than 25% of the total assets of Alliance Global Strategic Income and 30% of the total assets of each of the other Funds. A Fund's right to receive or deliver a security under a forward commitment may be sold prior to the settlement date. The Funds enter into forward commitments, however, only with the intention of actually receiving securities or delivering them, as the case may be. If a Fund, however, 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 realize a gain or incur a loss. Illiquid Securities. The Funds will limit their investments in illiquid securities to 15% of their net assets, except that the limit is 10% for Alliance Americas Government Income and Alliance Multi-Market Strategy. As a matter of fundamental policy, Alliance Corporate Bond cannot purchase illiquid 29 <PAGE> 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 currency swaps and any assets used to cover currency swaps, (ii) over-the-counter options and assets used to cover over-the-counter options, and (iii) repurchase agreements not terminable within seven days. A Fund that invests in illiquid securities may not be able to sell such securities and may not be able to realize their full value upon sale. Alliance will monitor each Fund's investments in illiquid securities. Rule 144A securities will not be treated as "illiquid" for the purposes of the limit on investments so long as the securities meet liquidity guidelines established by the Board of Directors. Indexed Commercial Paper. Indexed commercial paper may have its principal linked to changes in foreign currency exchange rates whereby its principal amount is adjusted upwards or downwards (but not below zero) at maturity to reflect changes in the referenced exchange rate. Each Fund that invests in indexed commercial paper may do so without limitation. A Fund will receive interest and principal payments on such commercial paper in the currency in which such commercial paper is denominated, but the amount of principal payable by the issuer at maturity will change in proportion to the change (if any) in the exchange rate between the two specified currencies between the date the instrument is issued and the date the instrument matures. While such commercial paper entails the risk of loss of principal, the potential for realizing gains as a result of changes in foreign currency exchange rates enables a Fund to hedge (or cross-hedge) against a decline in the U.S. Dollar value of investments denominated in foreign currencies while providing an attractive money market rate of return. A Fund will purchase such commercial paper for hedging purposes only, not for speculation. Investment in Other Investment Companies. Alliance Emerging Market Debt may invest in other investment companies whose investment objectives and policies are consistent with those of the Fund. If the Fund acquires shares in investment companies, shareholders would bear both their proportionate share of expenses in the Fund (including management and advisory fees) and, indirectly, the expenses of such investment companies (including management and advisory fees). Loans of Portfolio Securities. A Fund may make secured loans of portfolio securities to brokers, dealers and financial institutions, provided that cash, liquid high grade debt securities or bank letters of credit equal to at least 100% of the market value of the securities loaned is deposited and maintained by the borrower with the Fund. A principal risk in lending portfolio securities, as with other collateralized extensions of credit, consists of possible loss of rights in the collateral should the borrower fail financially. In addition, the Fund will be exposed to the risk that the sale of any collateral realized upon a borrower's default will not yield proceeds sufficient to replace the loaned securities. 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 from the securities. A Fund may invest any cash collateral directly or indirectly in short-term, high-quality debt instruments and earn additional income or receive an agreed-upon amount of income from a borrower who has delivered equivalent collateral. Any such investment of cash collateral will be subject to the Fund's investment risks. The Fund will have the right to regain record ownership of loaned securities to exercise beneficial 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. Lending of portfolio securities is limited to 50% of total assets for Alliance Quality Bond and Alliance High Yield, 331/3% of total assets (including collateral) for Alliance U.S. Government, 25% of net assets for Alliance Global Strategic Income, 20% of net assets for Alliance Americas Government Income and Alliance Emerging Market Debt and 20% of total assets for Alliance Multi-Market Strategy. Loan Participations and Assignments. A Fund's investments in loans are expected in most instances to be in the form of participations in loans and assignments of all or a portion of loans from third parties. A Fund's investment in loan participations typically will result in the Fund having a contractual relationship only with the lender and not with the borrower. A Fund will acquire participations only if the lender interpositioned between the Fund and the borrower is a lender having total assets of more than $25 billion and whose senior unsecured debt is rated investment grade or higher. When a Fund purchases a loan assignment from a lender it will acquire direct rights against the borrower on the loan. Because loan assignments are arranged through private negotiations between potential assignees and potential assignors, however, the rights and obligations acquired by a Fund as the purchaser of an assignment may differ from, and be more limited than, those held by the assigning lender. The assignability of certain sovereign debt obligations, with respect to Alliance Global Strategic Income and Alliance Emerging Market Debt, or foreign government securities, with respect to Alliance Corporate Bond and Alliance High Yield, is restricted by the governing documentation as to the nature of the assignee such that the only way in which the Fund may acquire an interest in a loan is through a participation and not an assignment. A Fund may have difficulty disposing of assignments and participations because to do so it will have to assign such securities to a third party. Because there may not be a liquid market 30 <PAGE> for such investments, they can probably be sold only to a limited number of institutional investors. The lack of a liquid secondary market may have an adverse effect on the value of such investments and a Fund's ability to dispose of particular participations and assignments when necessary to meet its liquidity needs in response to a specific economic event such as a deterioration in the creditworthiness of the borrower. The lack of a liquid secondary market for participations and assignments also may make it more difficult for the Fund to assign a value to these investments for purposes of valuing the Fund's portfolio and calculating its net asset value. Alliance Global Strategic Income and Alliance Emerging Market Debt may invest up to 25%, and Alliance Corporate Bond may invest up to 15%, of their total assets in loan participations and assignments. Mortgage-Related Securities. The Funds' investments in mortgage-related securities typically are securities representing interests in pools of mortgage loans made to home owners. The mortgage loan pools may be assembled for sale to investors (such as a Fund) by governmental or private organizations. Mortgage-related securities bear interest at either a fixed rate or an adjustable rate determined by reference to an index rate. Mortgage-related securities frequently provide for monthly payments that consist of both interest and principal, unlike more traditional debt securities, which normally do not provide for periodic repayments of principal. Securities representing interests in pools created by private issuers generally offer a higher rate of interest than securities representing interests in pools created by governmental issuers because there are no direct or indirect governmental guarantees of the underlying mortgage payments. Private issuers sometimes obtain committed loan facilities, lines of credit, letters of credit, surety bonds or other forms of liquidity and credit enhancement to support the timely payment of interest and principal with respect to their securities if the borrowers on the underlying mortgages fail to make their mortgage payments. The ratings of such non-governmental securities are generally dependent upon the ratings of the providers of such liquidity and credit support and would be adversely affected if the rating of such an enhancer were downgraded. A Fund may buy mortgage-related securities without credit enhancement if the securities meet the Fund's investment standards. One type of mortgage-related security is of the "pass-through" variety. The holder of a pass-through security is considered to own an undivided beneficial interest in the underlying pool of mortgage loans and receives a pro rata share of the monthly payments made by the borrowers on their mortgage loans, net of any fees paid to the issuer or guarantor of the securities. Prepayments of mortgages resulting from the sale, refinancing, or foreclosure of the underlying properties are also paid to the holders of these securities, which, as discussed below, frequently causes these securities to experience significantly greater price and yield volatility than experienced by traditional fixed-income securities. Some mortgage-related securities, such as securities issued by GNMA, are referred to as "modified pass-through" securities. The holders of these securities are entitled to the full and timely payment of principal and interest, net of certain fees, regardless of whether payments are actually made on the underlying mortgages. Another form of mortgage-related security is a "pay-through" security, which is a debt obligation of the issuer secured by a pool of mortgage loans pledged as collateral that is legally required to be paid by the issuer, regardless of whether payments are actually made on the underlying mortgages. CMOs are the predominant type of "pay-through" mortgage-related security. In a CMO, a series of bonds or certificates is issued in multiple classes. Each class of a CMO, often referred to as a "tranche," is issued at a specific coupon rate and has a stated maturity or final distribution date. Principal prepayments on collateral underlying a CMO may cause one or more tranches of the CMO to be retired substantially earlier than the stated maturities or final distribution dates of the collateral. The principal and interest on the underlying mortgages may be allocated among several classes of a series of a CMO in many ways. CMOs may be issued by a U.S. Government instrumentality or agency or by a private issuer. Although payment of the principal of, and interest on, the underlying collateral securing privately issued CMOs may be guaranteed by GNMA, FNMA or FHLMC, these CMOs represent obligations solely of the private issuer and are not insured or guaranteed by GNMA, FNMA, FHLMC, any other governmental agency or any other person or entity. Another type of mortgage-related security, known as ARMS, bears interest at a rate determined by reference to a predetermined interest rate or index. There are two main categories of rates or indices: (i) rates based on the yield on U.S. Treasury securities; and (ii) indices derived from a calculated measure such as a cost of funds index or a moving average of mortgage rates. Some rates and indices closely mirror changes in market interest rate levels, while others tend to lag changes in market rate levels and tend to be somewhat less volatile. ARMS may be secured by fixed-rate mortgages or adjustable-rate mortgages. ARMS secured by fixed-rate mortgages generally have lifetime caps on the coupon rates of the securities. To the extent that general interest rates increase faster than the interest rates on the ARMS, these ARMS will decline in value. The adjustable-rate mortgages that secure ARMS will frequently have caps that limit the maximum amount by which the interest rate or the monthly principal and interest payments on the mortgages may increase. These payment caps can result in negative amortization (i.e., an increase in the balance of the mortgage loan). Since many adjustable-rate mortgages only reset on an annual basis, the values of ARMS tend to fluctuate to the extent that changes in prevailing interest 31 <PAGE> rates are not immediately reflected in the interest rates payable on the underlying adjustable-rate mortgages. SMRS are mortgage-related securities that are usually structured with two classes of securities collateralized by a pool of mortgages or a pool of mortgage-backed bonds or pass-through securities, with each class receiving different proportions of the principal and interest payments from the underlying assets. A common type of SMRS has one class of interest-only securities or IOs receiving all of the interest payments from the underlying assets; while the other class of securities, principal-only securities or POs, receives all of the principal payments from the underlying assets. IOs and POs are extremely sensitive to interest rate changes and are more volatile than mortgage-related securities that are not stripped. IOs tend to decrease in value as interest rates decrease, while POs generally increase in value as interest rates decrease. If prepayments of the underlying mortgages are greater than anticipated, the amount of interest earned on the overall pool will decrease due to the decreasing principal balance of the assets. Changes in the values of IOs and POs can be substantial and occur quickly, such as occurred in the first half of 1994 when the value of many POs dropped precipitously due to increases in interest rates. For this reason, none of the Funds relies on IOs and POs as the principal means of furthering its investment objective. The value of mortgage-related securities is affected by a number of factors. Unlike traditional debt securities, which have fixed maturity dates, mortgage-related securities may be paid earlier than expected as a result of prepayments of underlying mortgages. Such prepayments generally occur during periods of falling mortgage interest rates. If property owners make unscheduled prepayments of their mortgage loans, these prepayments will result in the early payment of the applicable mortgage-related securities. In that event, a Fund may be unable to invest the proceeds from the early payment of the mortgage-related securities in investments that provide as high a yield as the mortgage-related securities. Early payments associated with mortgage-related securities cause these securities to experience significantly greater price and yield volatility than is experienced by traditional fixed-income securities. The occurrence of mortgage prepayments is affected by the level of general interest rates, general economic conditions, and other social and demographic factors. During periods of falling interest rates, the rate of mortgage prepayments tends to increase, thereby tending to decrease the life of mortgage-related securities. Conversely, during periods of rising interest rates, a reduction in prepayments may increase the effective life of mortgage-related securities, subjecting them to greater risk of decline in market value in response to rising interest rates. If the life of a mortgage-related security is inaccurately predicted, a Fund may not be able to realize the rate of return it expected. Although the market for mortgage-related securities is becoming increasingly liquid, those issued by certain private organizations may not be readily marketable. In particular, the secondary markets for CMOs, IOs, and POs may be more volatile and less liquid than those for other mortgage-related securities, thereby potentially limiting a Fund's ability to buy or sell those securities at any particular time. As with fixed-income securities generally, the value of mortgage-related securities also can be adversely affected by increases in general interest rates relative to the yield provided by such securities. Such an adverse effect is especially possible with fixed-rate mortgage securities. If the yield available on other investments rises above the yield of the fixed-rate mortgage securities as a result of general increases in interest rate levels, the value of the mortgage-related securities will decline. Although the negative effect could be lessened if the mortgage-related securities were to be paid earlier (thus permitting a Fund to reinvest the prepayment proceeds in investments yielding the higher current interest rate), as described above the rates of mortgage prepayments and early payments of mortgage-related securities generally tend to decline during a period of rising interest rates. Although the values of ARMS may not be affected as much as the values of fixed-rate mortgage securities by rising interest rates, ARMS may still decline in value as a result of rising interest rates. Although, as described above, the yields on ARMS vary with changes in the applicable interest rate or index, there is often a lag between increases in general interest rates and increases in the yield on ARMS as a result of relatively infrequent interest rate reset dates. In addition, adjustable-rate mortgages and ARMS often have interest rate or payment caps that limit the ability of the adjustable-rate mortgages or ARMS to fully reflect increases in the general level of interest rates. Other Asset-Backed Securities. The securitization techniques used to develop mortgage-related securities are being applied to a broad range of financial assets. Through the use of trusts and special purpose corporations, various types of assets, including automobile loans and leases, credit card receivables, home equity loans, equipment leases and trade receivables, are being securitized in structures similar to the structures used in mortgage securitizations. These asset-backed securities are subject to risks associated with changes in interest rates and prepayment of underlying obligations similar to the risks of investment in mortgage-related securities discussed above. Each type of asset-backed security also entails unique risks depending on the type of assets involved and the legal structure used. For example, credit card receivables are generally unsecured obligations of the credit card holder and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. In some transactions, the value of the asset-backed security is dependent on the performance of a third party acting as credit enhancer or servicer. In some transactions (such as 32 <PAGE> those involving the securitization of vehicle loans or leases) it may be administratively burdensome to perfect the interest of the security issuer in the underlying collateral and the underlying collateral may become damaged or stolen. 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. A Fund requires continual maintenance of collateral in an amount equal to, or in excess of, the resale price. 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. Reverse Repurchase Agreements and Dollar Rolls. Reverse repurchase agreements involve sales by a Fund of portfolio assets concurrently with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. During the reverse repurchase agreement period, the Fund continues to receive principal and interest payments on these securities. Generally, the effect of such a transaction is that a Fund can recover all or most of the cash invested in the portfolio securities involved during the term of the reverse repurchase agreement, while it will be able to keep the interest income associated with those portfolio securities. Such transactions are advantageous only if the interest cost to a Fund of the reverse repurchase transaction is less than the cost of otherwise obtaining the cash. Dollar rolls involve sales by a Fund of securities for delivery in the current month and the Fund's simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, a Fund forgoes principal and interest paid on the securities. A Fund is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the "drop") as well as by the interest earned on the cash proceeds of the initial sale. Reverse repurchase agreements and dollar rolls involve the risk that the market value of the securities a Fund is obligated to repurchase under the agreement may decline below the repurchase price. In the event the buyer of securities under a reverse repurchase agreement or dollar roll files for bankruptcy or becomes insolvent, a Fund's use of the proceeds of the agreement may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Fund's obligation to repurchase the securities. Reverse repurchase agreements and dollar rolls are speculative techniques and are considered borrowings by the Funds. Under normal circumstances, Alliance U.S. Government and Alliance Corporate Bond do not expect to engage in reverse repurchase agreements and dollar rolls with respect to greater than 50% of their total assets. Reverse repurchase agreements and dollar rolls together with any borrowings by Alliance Emerging Market Debt will not exceed 33% of its total assets less liabilities (other than amounts borrowed). Alliance Global Strategic Income may enter into reverse repurchase agreements with commercial banks and registered broker-dealers in order to increase income, in an amount up to 25% of its total assets. Reverse repurchase agreements and dollar rolls together with any borrowings by Alliance Global Strategic Income will not exceed 25% of its total assets. Rights and Warrants. Rights and warrants are option securities permitting their holders to subscribe for other securities. Alliance Emerging Market Debt may invest in warrants and Alliance Global Strategic Income may invest in rights and warrants, for debt securities or for equity securities that are acquired in connection with debt instruments. Rights are similar to warrants except that they have a substantially shorter duration. Rights and warrants do not carry with them dividend or voting rights with respect to the underlying securities, or any rights in the assets of the issuer. As a result, an investment in rights and warrants may be considered more speculative than certain other types of investments. In addition, the value of a right or a warrant does not necessarily change with the value of the underlying securities, and a right or a warrant ceases to have value if it is not exercised prior to its expiration date. Alliance Global Strategic Income may invest up to 20% of its total assets in rights and warrants. Short Sales. A short sale is effected by selling a security that a Fund does not own, or if the Fund owns the security, is not to be delivered upon consummation of the sale. A short sale is "against the box" if a Fund owns or has the right to obtain without payment securities identical to those sold short. Alliance Emerging Market Debt may make short sales only against the box and only for the purpose of deferring realization of a gain or loss for U.S. federal income tax purposes. In addition, the Fund may not make a short sale if, as a result, more than 10% of its net assets (taken at market value) would be held as collateral for short sales. Alliance Global Strategic Income may make a short sale in anticipation that the market price of that security will decline. When the Fund makes a short sale of a security that it does not own, it must borrow from a broker-dealer the security sold short and deliver the security to the broker-dealer upon conclusion of the short sale. The Fund may be required to pay a fee to borrow particular securities and is often obligated to pay over any payments received on such borrowed securities. The Fund's obligation to replace the borrowed security will be secured by collateral deposited with a broker-dealer qualified as a custodian. Depending on the arrangements the Fund makes with the broker-dealer from which it borrowed the security regarding remittance 33 <PAGE> of any payments received by the Fund on such security, the Fund may or may not receive any payments (e.g., dividends or interest) on its collateral deposited with the broker-dealer. In order to defer realization of a gain or loss for U.S. federal income tax purposes, Alliance Global Strategic Income may also make short sales "against the box" of securities which are eligible for such deferral. The Fund may not make a short sale, if as a result, more than 25% of its total 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 short-term capital gain. Any gain will be decreased, and any loss increased, by the transaction costs described above. Although a Fund's gain is limited to the price at which it sold the security short, its potential loss is theoretically unlimited. Standby Commitment Agreements. Standby commitment agreements are similar to put options that 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. The Funds will enter into such agreements only for the purpose of investing in the security underlying the commitment at a yield and price considered advantageous and unavailable on a firm commitment basis. No Fund will enter into a standby commitment with a remaining term in excess of 45 days. The Funds will limit their investments in standby commitments so that the aggregate purchase price of the securities subject to the commitments does not exceed 20%, or 25% with respect to Alliance Global Strategic Income, of their assets. There is no guarantee that the security subject to a standby commitment will be issued. In addition, 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 is at the option of the issuer, a Fund will bear the risk of capital loss in the event that 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. Structured Securities. Structured securities in which Alliance Emerging Market Debt, Alliance Global Strategic Income and Alliance Corporate Bond may invest represent interests in entities organized and operated solely for the purpose of restructuring the investment characteristics of sovereign debt obligations, with respect to Alliance Emerging Market Debt and Alliance Global Strategic Income, or foreign government securities, with respect to Alliance Corporate Bond. This type of restructuring involves the deposit with or purchase by an entity, such as a corporation or trust, of specified instruments (such as commercial bank loans or Brady Bonds) and the issuance by that entity of one or more classes of structured securities backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued structured securities to create securities with different investment characteristics such as varying maturities, payment priorities and interest rate provisions, and the extent of the payments made with respect to structured securities is dependent on the extent of the cash flow on the underlying instruments. Because structured securities typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments. Structured securities of a given class may be either subordinated or unsubordinated to the right of payment of another class. Subordinated structured securities typically have higher yields and present greater risks than unsubordinated structured securities. Alliance Emerging Market Debt may invest up to 25% of its total assets, and Alliance Global Strategic Income and Alliance Corporate Bond may invest without limit, in these types of structured securities. Variable, Floating and Inverse Floating Rate Instruments. Fixed-income securities may have fixed, variable or floating rates of interest. Variable and floating rate securities pay interest at rates that are adjusted periodically, according to a specified formula. A "variable" interest rate adjusts at predetermined intervals (e.g., daily, weekly or monthly), while a "floating" interest rate adjusts whenever a specified benchmark rate (such as the bank prime lending rate) changes. A Fund may invest in fixed-income securities that pay interest at a coupon rate equal to a base rate, plus additional interest for a certain period of time if short-term interest rates rise above a predetermined level or "cap." The amount of such an additional interest payment typically is calculated under a formula based on a short-term interest rate index multiplied by a designated factor. Leveraged inverse floating rate debt instruments are sometimes known as inverse floaters. The interest rate on an inverse floater resets in the opposite direction from the market rate of interest to which the inverse floater is indexed. An inverse floater may be considered to be leveraged to the extent that its interest rate varies by a magnitude that exceeds the magnitude of the change in the index rate of interest. The higher degree of leverage inherent in inverse floaters is associated with greater volatility in market value, such that, during periods of rising interest rates, the market values of inverse floaters will tend to decrease more rapidly than those of fixed rate securities. Zero Coupon and Principal-Only Securities. Zero coupon securities and principal-only (PO) securities are debt securities that have been issued without interest coupons or stripped of their unmatured interest coupons, and include receipts or certificates representing interests in such stripped debt obligations and coupons. Such a security pays no interest to its holder during its life. Its value to an 34 <PAGE> investor consists of the difference between its face value at the time of maturity and the price for which it was acquired, which is generally an amount significantly less than its face value. Such securities usually trade at a deep discount from their face or par value and are subject to greater fluctuations in market value in response to changing interest rates than debt obligations of comparable maturities and credit quality that make current distributions of interest. On the other hand, because there are no periodic interest payments to be reinvested prior to maturity, these securities eliminate reinvestment risk and "lock in" a rate of return to maturity. Zero coupon Treasury securities are U.S. Treasury bills issued without interest coupons. Principal-only Treasury securities are U.S. Treasury notes and bonds that have been stripped of their unmatured interest coupons, and receipts or certificates representing interests in such stripped debt obligations. Currently the only U.S. Treasury security issued without coupons is the Treasury bill. Although the U.S. Treasury does not itself issue Treasury notes and bonds without coupons, under the U.S. Treasury STRIPS program interest and principal payments on certain long-term Treasury securities may be maintained separately in the Federal Reserve book entry system and may be separately traded and owned. In addition, in the last few years a number of banks and brokerage firms have separated ("stripped") the principal portions from the coupon portions of U.S. Treasury bonds and notes and sold them separately in the form of receipts or certificates representing undivided interests in these instruments (which are generally held by a bank in a custodial or trust account). Alliance Quality Bond, Alliance Corporate Bond and Alliance Global Strategic Income also may invest in pay-in-kind debentures (i.e., debt obligations the interest on which may be paid in the form of obligations of the same type rather than cash), which have characteristics similar to zero coupon securities. 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 are different from or exceed those involved in the practices described above. Portfolio Turnover. The portfolio turnover rate for each Fund is included in the Financial Highlights section. Generally, the Funds are actively managed and a Fund's portfolio turnover may exceed 100%, in some cases in response to market conditions or as otherwise discussed with respect to a specific Fund. A higher rate of portfolio turnover increases brokerage and other expenses, 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, which, when distributed, are taxable to shareholders. Temporary Defensive Position. For temporary defensive purposes, each Fund may invest in certain types of short-term, liquid, high grade or high quality (depending on the Fund) debt securities. These securities may include U.S. Government securities, qualifying bank deposits, money market instruments, prime commercial paper and other types of short-term debt securities, including notes and bonds. For Funds that may invest in foreign countries, such securities may also include short-term, foreign-currency denominated securities of the type mentioned above issued by foreign governmental entities, companies and supranational organizations. While a Fund is investing for temporary defensive purposes, it may not meet its investment objectives. ADDITIONAL RISK CONSIDERATIONS Investment in certain of the Funds involves the special risk considerations described below. Certain of these risks may be heightened when investing in emerging markets. Currency Considerations. Those Funds that invest some portion of their assets in securities denominated in, and receive revenues in, foreign currencies will be adversely affected by reductions in the value of those currencies relative to the U.S. Dollar. These changes will affect a Fund's net assets, distributions and income. If the value of the foreign currencies in which a Fund receives income falls relative to the U.S. Dollar between receipt of the income and the making of Fund distributions, a Fund may be required to liquidate securities in order to make distributions if the Fund has insufficient cash in U.S. Dollars to meet the 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, as described above, which involve certain special risks. Effects of Borrowing. A Fund's loan agreements provide for additional borrowings and for repayments and reborrowings from time to time, and each Fund that may borrow expects to effect borrowings and repayments at such times and in such amounts as will maintain investment leverage in an amount approximately equal to its borrowing target. The loan agreements provide for a selection of interest rates that are based on the bank's short-term funding costs in the U.S. and London markets. Borrowings by a Fund result in leveraging of the Fund's shares. Utilization of leverage, which is usually considered speculative, involves certain risks to a Fund's shareholders. These include a higher volatility of the net asset value of a Fund's shares and the relatively greater effect on the net asset value of the shares. So long as a Fund is able to 35 <PAGE> realize a net return on its investment portfolio that is higher than the interest expense paid on borrowings, the effect of leverage will be to cause the Fund's shareholders to realize a higher current net investment income than if the Fund were not leveraged. On the other hand, interest rates on U.S. Dollar-denominated and foreign currency-denominated obligations change from time to time as does their relationship to each other, depending upon such factors as supply and demand forces, monetary and tax policies within each country and investor expectations. Changes in such factors could cause the relationship between such rates to change so that rates on U.S. Dollar-denominated obligations may substantially increase relative to the foreign currency-denominated obligations of a Fund's investments. If the interest expense on borrowings approaches the net return on a Fund's investment portfolio, the benefit of leverage to the Fund's shareholders will be reduced. If the interest expense on borrowings were to exceed the net return to shareholders, a Fund's use of leverage would result in a lower rate of return. Similarly, the effect of leverage in a declining market could be a greater decrease in net asset value per share. In an extreme case, if a Fund's current investment income were not sufficient to meet the interest expense on borrowings, it could be necessary for the Fund to liquidate certain of its investments and reduce the net asset value of a Fund's shares. In the event of an increase in rates on U.S. Government securities or other changed market conditions, to the point where leverage by Alliance Quality Bond, Alliance Global Strategic Income, Alliance Americas Government Income or Alliance Multi-Market Strategy could adversely affect the Funds' shareholders, as noted above, or in anticipation of such changes, each Fund may increase the percentage of its investment portfolio invested in U.S. Government securities, which would tend to offset the negative impact of leverage on Fund shareholders. Each Fund may also reduce the degree to which it is leveraged by repaying amounts borrowed. 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 will change as the general level of interest rates fluctuates. During periods of falling interest rates, the values of a Fund's securities will generally rise, although if falling interest rates are viewed as a precursor to a recession, the values of a Fund's securities may fall along with interest rates. Conversely, during periods of rising interest rates, the values of a Fund's securities will generally decline. Changes in interest rates have a greater effect on fixed-income securities with longer maturities and durations than those with shorter maturities and durations. 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 will be reflected in the net asset value of a Fund. Foreign Securities. 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 that invests in foreign securities, including foreign fixed-income securities, may experience greater price volatility and significantly lower liquidity than a portfolio invested solely in 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 registration, custody and settlements may in some instances be subject to delays and legal and administrative uncertainties. Furthermore, foreign investment in the securities 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 a Fund. In addition, the repatriation of investment income, capital or the proceeds of sales of securities from certain of the countries is controlled under regulations, including in some cases the need for certain advance government notification or authority, and if a deterioration occurs in a country's balance of payments, the country could impose temporary restrictions on foreign capital remittances. A Fund also could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation, as well as by the application to it of other restrictions on investment. Investing in local markets may require a Fund to adopt special procedures or seek local governmental approvals or other actions, any of which may involve additional costs to a Fund. These factors may affect the liquidity of a Fund's investments in any country 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 U.S. Issuers of securities in foreign jurisdictions are generally not subject to the same degree of regulation as are U.S. issuers with respect to such matters as insider trading rules, restrictions on market manipulation, shareholder proxy requirements, and timely disclosure of information. The reporting, accounting, and auditing standards of foreign countries may differ, in some cases significantly, from U.S. standards in important respects, and less information may be available to investors in foreign securities than to investors in U.S. securities. Substantially less information is publicly available about certain non-U.S. issuers than is available about most U.S. issuers. 36 <PAGE> 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, revolutions, wars or diplomatic developments could affect adversely the economy of a foreign country. In the event of nationalization, expropriation or other confiscation, a Fund could lose its entire investment in securities 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. Alliance believes that, except for currency fluctuations between the U.S. Dollar and the Canadian Dollar, the matters described above are not likely to have a material adverse effect on Alliance Americas Government Income's investments in the securities of Canadian issuers or investments denominated in Canadian Dollars. The factors described above are more likely to have a material adverse effect on the Fund's investments in the securities of Mexican and other non-Canadian foreign issuers, including investments in securities denominated in Mexican Pesos or other non-Canadian foreign currencies. If not hedged, however, currency fluctuations could affect the unrealized appreciation and depreciation of Canadian Government securities as expressed in U.S. Dollars. Investment in the Banking Industry. Due to its investment policies with respect to investments in the banking industry, Alliance Multi-Market Strategy will have greater exposure to the risk factors which are characteristic of such investments. In particular, the value of and investment return on the Fund's shares will be affected by economic or regulatory developments in or related to the banking industry. Sustained increases in interest rates can adversely affect the availability and cost of funds for a bank's lending activities, and a deterioration in general economic conditions could increase the exposure to credit losses. The banking industry is also subject to the effects of the concentration of loan portfolios in particular businesses such as real estate, energy, agriculture or high technology-related companies; competition within those industries as well as with other types of financial institutions; and national and local governmental regulation. In addition, the Fund's investments in commercial banks located in several foreign countries are subject to additional risks due to the combination in such banks of commercial banking and diversified securities activities. As discussed above, however, the Fund will seek to minimize their exposure to such risks by investing only in debt securities which are determined to be of high quality. Investment in Fixed-Income Securities Rated Baa and BBB. Securities rated Baa or BBB are considered to have speculative characteristics and share some of the same characteristics as lower-rated securities, as described below. 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. Investment in Lower-Rated Fixed-Income Securities. Lower-rated securities 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. Securities rated Ba or BB are judged to have speculative elements or to be predominantly speculative with respect to the issuer's ability to pay interest and repay principal. Securities rated B are judged to have highly speculative elements or to be predominantly speculative. Such securities may have small assurance of interest and principal payments. Securities rated Baa by Moody's are also judged to have speculative characteristics. 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. 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. There can be no assurance, however, 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 considering investments for the Fund, Alliance will attempt to identify those high-yielding securities whose financial condition is adequate to meet future obligations, has improved, or is expected to improve in the future. Alliance'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. Unrated Securities. Unrated securities will also be considered for investment by Alliance Quality Bond, Alliance Corporate Bond, Alliance High Yield, Alliance Global Strategic Income, Alliance Americas Government Income and Alliance Emerging Market Debt when Alliance believes that the financial condition of the issuers of such securities, or the protection afforded by the terms of 37 <PAGE> 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. Sovereign Debt Obligations. No established secondary markets may exist for many of the sovereign debt obligations in which Alliance Global Strategic Income, Alliance Americas Government Income and Alliance Emerging Market Debt will invest. Reduced secondary market liquidity may have an adverse effect on the market price and a Fund's ability to dispose of particular instruments when necessary to meet its liquidity requirements or in response to specific economic events such as a deterioration in the creditworthiness of the issuer. Reduced secondary market liquidity for certain sovereign debt obligations may also make it more difficult for a Fund to obtain accurate market quotations for the purpose of valuing its portfolio. Market quotations are generally available on many sovereign debt obligations only from a limited number of dealers and may not necessarily represent firm bids of those dealers or prices for actual sales. By investing in sovereign debt obligations, the Funds will be exposed to the direct or indirect consequences of political, social, and economic changes in various countries. Political changes in a country may affect the willingness of a foreign government to make or provide for timely payments of its obligations. The country's economic status, as reflected in, among other things, its inflation rate, the amount of its external debt and its gross domestic product, will also affect the government's ability to honor its obligations. The sovereign debt obligations in which the Funds will invest in many cases pertain to countries that are among the world's largest debtors to commercial banks, foreign governments, international financial organizations, and other financial institutions. In recent years, the governments of some of these countries have encountered difficulties in servicing their external debt obligations, which led to defaults on certain obligations and the restructuring of certain indebtedness. Restructuring arrangements have included, among other things, reducing and rescheduling interest and principal payments by negotiating new or amended credit agreements or converting outstanding principal and unpaid interest to Brady Bonds, and obtaining new credit to finance interest payments. Certain governments have not been able to make payments of interest on or principal of sovereign debt obligations as those payments have come due. Obligations arising from past restructuring agreements may affect the economic performance and political and social stability of those issuers. The Funds are permitted to invest in sovereign debt obligations that are not current in the payment of interest or principal or are in default so long as Alliance believes it to be consistent with the Funds' investment objectives. The Funds may have limited legal recourse in the event of a default with respect to certain sovereign debt obligations it holds. For example, remedies from defaults on certain sovereign debt obligations, unlike those on private debt, must, in some cases, be pursued in the courts of the defaulting party itself. Legal recourse therefore may be significantly diminished. Bankruptcy, moratorium and other similar laws applicable to issuers of sovereign debt obligations may be substantially different from those applicable to issuers of private debt obligations. The political context, expressed as the willingness of an issuer of sovereign debt obligations to meet the terms of the debt obligation, for example, is of considerable importance. In addition, no assurance can be given that the holders of commercial bank debt will not contest payments to the holders of securities issued by foreign governments in the event of default under commercial bank loan agreements. U.S. Corporate Fixed-Income Securities. The U.S. corporate fixed-income securities in which Alliance High Yield and Alliance Emerging Market Debt invest may include securities issued in connection with corporate restructurings such as takeovers or leveraged buyouts, which may pose particular risks. Securities issued to finance corporate restructurings may have special credit risks due to the highly leveraged conditions of the issuer. In addition, such issuers may lose experienced management as a result of the restructuring. Furthermore, the market price of such securities may be more volatile to the extent that expected benefits from the restructuring do not materialize. The Funds may also invest in U.S. corporate fixed-income securities that are not current in the payment of interest or principal or are in default, so long as Alliance believes such investment is consistent with the Fund's investment objectives. The Funds' rights with respect to defaults on such securities will be subject to applicable U.S. bankruptcy, moratorium and other similar laws. -------------------------------------------------------------------------------- MANAGEMENT OF THE FUNDS -------------------------------------------------------------------------------- INVESTMENT ADVISER Each Fund's Adviser is Alliance Capital Management L.P., 1345 Avenue of the Americas, New York, New York 10105. Alliance is a leading international investment adviser managing client accounts with assets as of December 31, 2002, totaling more than $386 billion (of which approximately $140 billion represented assets of investment companies). As of December 31, 2002, Alliance managed retirement assets for many of the largest public and private employee benefit plans (including 43 of the nation's FORTUNE 100 companies), for public employee retirement funds in 44 states, for investment companies, and for foundations, endowments, banks and insurance companies worldwide. The 54 registered investment companies, managed by Alliance, comprising 126 separate investment portfolios, currently have more than 7 million shareholder accounts. 38 <PAGE> Alliance provides investment advisory services and order placement facilities for the Funds. For these advisory services, the Funds paid Alliance as a percentage of average daily net assets: Fee as a percentage of average daily Fiscal Fund net assets Year Ending ---- -------------- ----------- Alliance U.S. Government .54% 6/30/02 Alliance Quality Bond .10* 6/30/02 Alliance Corporate Bond .55 6/30/02 Alliance High Yield .75 8/31/02 Alliance Global Strategic Income .75 10/31/02 Alliance Americas Government Income .73 11/30/02 Alliance Emerging Market Debt .75 8/31/02 Alliance Multi-Market Strategy .60 10/31/02 -------------------------------------------------------------------------------- * Fee stated net of any waivers and/or reimbursements. See the "Fee Table" at the beginning of the Prospectus for more information about fee waivers. PORTFOLIO MANAGERS 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 for the Fund's portfolio, and each person's principal occupation during the past five years. Principal occupation Employee; time period; during the past Fund title with ACMC five years* -------------------------------------------------------------------------------- U.S. Government Sean Kelleher; Associated with since August 2002; Alliance since 1999; Senior Vice President prior thereto, managed the MBS swaps desk at Deutsche Bank from 1998 to 1999. Quality Bond Matthew Bloom; Associated with since inception; Alliance Senior Vice President Corporate Bond Lawrence J. Shaw; since Associated with August 2002; Alliance Senior Vice President Michael A. Snyder; Associated with since August 2002; Alliance since May Senior Vice President 2001, prior thereto Managing Director in the high yield asset management group at both Donaldson, Lufkin, & Jenrette Corporation from 1998 to 2001. High Yield Michael A. Snyder; (see above) since July 2001; Senior Vice President Global Strategic Douglas J. Peebles; Associated with Income since inception; Alliance Senior Vice President Americas Paul J. DeNoon; since Associated with Government August 2002; Alliance Income Senior Vice President Ivan Rudolph-Shabinsky; Associated with since August 2002; Alliance Vice President Sean Kelleher; since (see above) August 2002; Senior Vice President Emerging Paul J. DeNoon; since (see above) Market Debt August 2002; Senior Vice President Multi-Market Douglas J. Peebles; (see above) Strategy since inception; (see above) -------------------------------------------------------------------------------- * Unless indicated otherwise, persons associated with Alliance have been employed in a portfolio management, research or investment capacity. PERFORMANCE OF SIMILARLY MANAGED PORTFOLIOS Alliance is the investment adviser of a portfolio (the "Historical Portfolio") of a registered investment company, sold only to separate accounts of insurance companies in connection with variable life insurance contracts and variable annuities certificates and contracts (the "Contracts"), that has substantially the same investment objective and policies and has been managed in accordance with essentially the same investment strategies and techniques as those of Alliance High Yield. Alliance since July 22, 1993, and prior thereto, Equitable Capital Management Corporation, whose advisory business Alliance acquired on that date, have served as investment adviser to the Historical Portfolio since its inception in 1987. The following tables set forth performance results for the Historical Portfolio since its inception (January 2, 1987), together with those of Alliance High Yield and the Lipper High Current Yield Mutual Funds Average as a comparative benchmark. As of December 31, 2002, the assets in the Historical Portfolio totalled approximately $566 million. The performance data do not reflect account charges applicable to the Contracts or imposed at the insurance company separate account level, which, if reflected, would lower the performance of the Historical Portfolio. In addition, the performance data do not reflect the Fund's higher expenses, which, if reflected, would lower the performance of the Historical Portfolio. The performance data have not been adjusted for corporate or individual taxes, if any, payable with respect to the Historical Portfolio. The rates of return shown for the Historical Portfolio are not an estimate or guarantee of future investment performance of the Fund. The Lipper High Current Yield Funds Average is a survey of the performance of a large number of mutual funds the investment objective of each of which is similar to that of the Fund. Nonetheless, the investment policies pursued by 39 <PAGE> funds in the survey may differ from those of Alliance High Yield and the Historical Portfolio. This survey is published by Lipper Inc. ("Lipper"), a firm recognized for its reporting of performance of actively managed funds. According to Lipper, performance data are presented net of investment management fees, operating expenses and, for funds with Rule 12b-1 plans, asset-based sales charges. The performance results presented below are based on percent changes in net asset values of the Historical Portfolio with dividends and capital gains reinvested. Cumulative rates of return reflect performance over a stated period of time. Annualized rates of return represent the rate of growth that would have produced the corresponding cumulative return had performance been constant over the entire period. Rates of return for Alliance High Yield Class A shares assume the imposition of the maximum 4.25% sales charge. The inception date for the Historical Portfolio and Lipper data is January 2, 1987 and for Alliance High Yield is April 22, 1997. Annualized Rates of Return Periods Ended December 31, 2002 -------------------------------------------------------------------------------- Portfolio/Benchmark 1 Year 3 Years 5 Years 10 Years Inception -------------------------------------------------------------------------------- Historical Portfolio -2.72% -3.58% -3.86% 5.56% 6.81% Lipper Underlying Fund High Current Yield Funds Average -0.69 -2.38 -1.12 5.10 6.68 Alliance High Yield -7.31 -6.74 -4.76 n/a -0.47 Cumulative Rates of Return Periods Ending December 31, 2002 -------------------------------------------------------------------------------- Portfolio/Benchmark 1 Year 3 Years 5 Years 10 Years Inception -------------------------------------------------------------------------------- Historical Portfolio -2.72 -10.36 -17.86% 71.74% 186.71% Lipper Underlying Fund High Current Yield Funds Average -0.69 -6.27 -4.26 67.72 194.39 Alliance High Yield -7.31 -18.89 -21.64 n/a -2.64 Alliance is also the investment adviser of a portfolio (the "Historical Fund") of a registered investment company, sold only to separate accounts of insurance companies in connection with variable life insurance contracts and variable annuities certificates and contracts (the "Contracts"), that has substantially the same investment objective and policies and has been managed in accordance with substantially the same investment strategies and techniques as those of Alliance Quality Bond. Alliance has served as investment adviser to the Historical Fund since its inception in 1993. The following tables set forth performance results for the Historical Fund since its inception on October 1, 1993, together with those of the Lipper Corporate Debt Funds BBB Rated Average and the Lehman Aggregate Bond Index as comparative benchmarks. As of December 31, 2002, the assets in the Historical Fund totalled approximately $534 million. The performance data do not reflect account charges applicable to the Contracts or imposed at the insurance company separate account level, which, if reflected, would lower the performance of the Historical Fund. In addition, the performance data do not reflect Alliance Quality Bond's higher expenses, which, if reflected, would lower the performance of the Historical Fund. The performance data have not been adjusted for corporate or individual taxes, if any, payable with respect to the Historical Fund. The rates of return shown for the Historical Fund are not an estimate or guarantee of future investment performance of Alliance Quality Bond. The Lipper Corporate Debt Funds BBB Rated Average is a survey of the performance of a large number of mutual funds the investment objective of each of which is similar to that of Alliance Quality Bond. Nonetheless, the investment policies pursued by funds in the survey may differ from those of Alliance Quality Bond and the Historical Fund. This survey is published by Lipper Inc., a firm recognized for its reporting of performance of actively managed funds. According to Lipper, performance data are presented net of investment management fees, operating expenses and, for funds with Rule 12b-1 plans, asset-based sales charges. The Lehman Aggregate Bond Index is an Index comprised of investment grade fixed-income securities, including U.S. Treasury, mortgage-backed, corporate and "Yankee bonds" (U.S. dollar-denominated bonds issued outside the United States). The performance results presented below are based on percent changes in net asset values of the Historical Fund with dividends and capital gains reinvested. Cumulative rates of return reflect performance over a stated period of time. Annualized rates of return represent the rate of growth that would have produced the corresponding cumulative return had performance been constant over the entire period. The inception date for the Historical Fund, the Lipper data and the Lehman Index date is October 1, 1993 and for Alliance Quality Bond is July 1, 1999. Annualized Rates of Return Periods Ended December 31, 2002 -------------------------------------------------------------------------------- Portfolio/Benchmark 1 Year 3 Years 5 Years Inception -------------------------------------------------------------------------------- Historical Fund 7.91% 9.24% 6.78% 6.33% Lehman Aggregate Bond Index 10.25 10.10 7.55 7.10 Lipper Underlying Fund Corporate Debt Funds BBB Rated Average 8.19 8.18 5.97 6.29 Alliance Quality Bond 3.09 7.20 n/a 6.34 40 <PAGE> Cumulative Rates of Return Periods Ended December 31, 2002 -------------------------------------------------------------------------------- Portfolio/Benchmark 1 Year 3 Years 5 Years Inception -------------------------------------------------------------------------------- Historical Fund 7.91% 30.37% 38.81% 76.35% Lehman Aggregate Bond Index 10.25 33.47 43.87 87.45 Lipper Underlying Fund Corporate Debt Funds BBB Rated Average 8.19 26.72 33.79 75.06 Alliance Quality Bond 3.09 23.19 n/a 24.01 -------------------------------------------------------------------------------- PURCHASE AND SALE OF SHARES -------------------------------------------------------------------------------- HOW THE FUNDS VALUE THEIR SHARES The Funds' net asset value or NAV is calculated at 4:00 p.m., Eastern time, each day the Exchange is open for business. To calculate NAV, a Fund's assets are valued and totaled, liabilities are subtracted, and the balance, called net assets, is divided by the number of shares outstanding. The Funds value their securities 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 Funds' Directors or Trustees believe accurately reflect fair market value. Your order for purchase, sale, or exchange of shares is priced at the next NAV calculated after your order is received in proper form by the Fund. Your purchase of Fund shares may be subject to an initial sales charge. Sales of Fund shares may be subject to a contingent deferred sales charge or CDSC. See the Distribution Arrangements section of this Prospectus for details. HOW TO BUY SHARES You may purchase a Fund's shares through broker-dealers, banks, or other financial intermediaries. You also may purchase shares directly from the Funds' principal underwriter, Alliance Fund Distributors, Inc. or AFD. Minimum investment amounts are: o Initial $1,000 o Subsequent $ 50 o Automatic Investment Program $ 25 If you are an existing Fund shareholder, you may purchase shares by electronic funds transfer in amounts not exceeding $500,000 if you have completed the appropriate section of the Subscription Application or the Shareholder Options form obtained from Alliance Global Investor Services, Inc., or AGIS. Call 800-221-5672 to arrange a transfer from your bank account. A Fund is required to withhold 30% of taxable dividends, capital gains distributions, and redemptions paid to shareholders who have not provided the Fund with their certified taxpayer identification number. To avoid this, you must provide your correct Tax Identification Number (Social Security Number for most investors) on your account application. Each Fund may refuse any order to purchase shares. In this regard, the Funds reserve the right to restrict purchases of Fund shares (including through exchanges) when they appear to evidence a pattern of frequent purchases and sales made in response to short-term considerations. Each 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. HOW TO EXCHANGE SHARES You may exchange your Fund shares 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 next-determined NAV, without sales or service charges. You may request an exchange by mail or telephone. You must call by 4:00 p.m., Eastern time, to receive that day's NAV. The Funds may modify, restrict, or terminate the exchange service on 60 days' written notice. HOW TO SELL SHARES You may "redeem" your shares (i.e., sell your shares to a Fund) on any day the Exchange is open, either directly or through your financial intermediary. Your sales price will be the next-determined NAV, less any applicable CDSC, after the Fund receives your request in proper form. Normally, proceeds will be sent to you within seven days. If you recently purchased your shares by check or electronic funds transfer, your redemption payment may be delayed until the Fund is reasonably satisfied that the check or electronic funds transfer has been collected (which may take up to 15 days). o Selling Shares Through Your Broker Your broker must receive your request by 4:00 p.m., Eastern time, and submit it to the Fund by 5:00 p.m., Eastern time, for you to receive that day's NAV, less any applicable CDSC. Your broker is responsible for furnishing all necessary documentation to a Fund and may charge you for this service. o Selling Shares Directly to a Fund By Mail -- Send a signed letter of instruction or stock power, along with certificates, to: Alliance Global Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 800-221-5672 -- For certified or overnight deliveries, send to: Alliance Global Investor Services, Inc. 8000 IH 10 W, 4th Floor San Antonio, TX 78230 41 <PAGE> -- For your protection, a bank, a member firm of a national stock exchange or other eligible guarantor institution must guarantee signatures. Stock power forms are available from your financial intermediary, AGIS, and many commercial banks. Additional documentation is required for the sale of shares by corporations, intermediaries, fiduciaries, and surviving joint owners. If you have any questions about these procedures, contact AGIS. By Telephone -- You may redeem your shares for which no stock certificates have been issued by telephone request. Call AGIS at 800-221-5672 with instructions on how you wish to receive your sale proceeds. -- A telephone redemption request must be made by 4:00 p.m., Eastern time, for you to receive that day's NAV, less any applicable CDSC and, except for certain omnibus accounts, may be made only once per day. -- If you have selected electronic funds transfer in your Subscription Application, the redemption proceeds may be sent directly to your bank. Otherwise, the proceeds will be mailed to you. -- Redemption requests by electronic funds transfer may not exceed $100,000 per day and redemption requests by check cannot exceed $50,000 per day. -- Telephone redemption is not available for shares held in nominees 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. -------------------------------------------------------------------------------- DIVIDENDS, DISTRIBUTIONS AND TAXES -------------------------------------------------------------------------------- The Funds declare dividends on their shares each Fund business day. For Saturdays, Sundays, and holidays, dividends will be as of the previous business day. Each Fund pays dividends on its shares after the close of business on the twentieth day of each month or on the first business day after that day if the day is not a business day. The income dividends and capital gains distributions, 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. If paid in additional shares, the shares will have an aggregate net asset value as of the close of business on the declaration date of the dividend or distribution equal to the cash amount of the dividend or distribution. You may make an election to receive dividends and distributions in cash or in shares at the time you purchase shares. Your election can be changed at any time prior to a record date for a dividend. There is no sales or other charge in connection with the reinvestment of dividends or capital gains distributions. Cash dividends may be paid in check, or at your election, electronically via the ACH network. 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 the 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. 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 timing 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. For federal income tax purposes, a Fund's distributions of net income (or short-term capital gains) will be taxable to you as ordinary income. Distributions of long-term capital gains generally will be taxable to you as long-term capital gains. A Fund's distributions also may be subject to certain state and local taxes. Dividends and distributions are taxable whether you receive them in cash or shares or reinvest a cash distribution in additional shares. 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 a Fund is liable for foreign income taxes withheld at the source, the Fund intends, if possible, to operate so as to meet the requirements of the Code to "pass through" to the Fund's shareholders credits or deductions for foreign income taxes paid, 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 for 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 all or a portion of a credit or deduction for the amount of such taxes. 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 a capital gain. 42 <PAGE> If you buy shares just before a Fund deducts a distribution from its NAV, you will pay the full price for the shares and then receive a portion of the price back as a taxable distribution. The sale or exchange of Fund shares is a taxable transaction for federal income tax purposes. Each year shortly after December 31, a Fund will send you tax information stating the amount and type of all its distributions for the year. Consult your tax adviser about the federal, state, and local tax consequences in your particular circumstances. -------------------------------------------------------------------------------- DISTRIBUTION ARRANGEMENTS -------------------------------------------------------------------------------- Share Classes. The Funds offer three classes of shares in this Prospectus. Class A Shares--Initial Sales Charge Alternative You can purchase Class A shares at NAV plus an initial sales charge, as follows: Initial Sales Charge ---------------------------------------------- As % of Commission to Net Amount As % of Dealer/Agent as % Amount Purchased Invested Offering Price of Offering Price ---------------- ---------- -------------- ----------------- Up to $100,000 ......... 4.44% 4.25% 4.00% $100,000 up to $250,000.............. 3.36 3.25 3.00 $250,000 up to $500,000.............. 2.30 2.25 2.00 $500,000 up to $1,000,000............ 1.78 1.75 1.50 You pay no initial sales charge on purchases of Class A shares in the amount of $1,000,000 or more, but may pay a 1% CDSC if you redeem your shares 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 under 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 a Fund's SAI for additional information about these options. Class B Shares--Deferred Sales Charge Alternative You can purchase Class B shares at NAV without an initial sales charge. A Fund will thus receive the full amount of your purchase. Your investment, however, will be subject to a CDSC if you redeem shares within three years (four years in the case of Alliance Global Strategic Income and Alliance High Yield) after purchase. The CDSC varies depending on the number of years you hold the shares. The CDSC amounts are: Alliance Global Strategic Income and Alliance High Yield: Years Since Purchase CDSC -------------------- ---- First 4.0% Second 3.0% Third 2.0% Fourth 1.0% Fifth None All Other Funds: Years Since Purchase CDSC -------------------- ---- First 3.0% Second 2.0% Third 1.0% Fourth None If you exchange your shares for the Class B shares of another Alliance Mutual Fund, the CDSC also will apply to those Class B shares. The CDSC period begins with the date of your original purchase, not the date of exchange for the other Class B shares. The Fund's Class B shares purchased for cash automatically convert to Class A shares six years after the end of the month of your purchase (except for Class B shares of Alliance High Yield Fund and Alliance Global Strategic Income Trust, which automatically convert to Class A shares eight years after the end of the month of purchase). If you purchase shares by exchange for the Class B shares of another Alliance Mutual Fund, the conversion period runs from the date of your original purchase. Class C Shares--Asset-Based Sales Charge Alternative You can purchase Class C shares at NAV without any initial sales charge. A Fund will thus receive the full amount of your purchase. Your investment, however, will be subject to a 1% CDSC if you redeem your shares within one year. If you exchange your shares for the Class C shares of another Alliance Mutual Fund, the 1% CDSC also will apply to those Class C shares. The one-year period for the CDSC begins with the date of your original purchase, not the date of the exchange for the other Class C shares. Class C shares do not convert to any other class of shares of the Fund. Asset-based Sales Charge or Rule 12b-1 Fees. Each Fund has adopted a plan under Commission Rule 12b-1 that allows the Fund to pay asset-based sales charges or distribution and service fees for the distribution and sale of its shares. The amount of these fees for each class of the Fund's shares is: Rule 12b-1 Fee (as a percent of aggregate average daily net assets) ----------------------------------- Class A .30% Class B 1.00% Class C 1.00% Because these fees are paid out of the Fund's 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. Class B and Class C shares are subject to higher distribution fees than Class A shares (Class B 43 <PAGE> shares are subject to these higher fees for a period of six years, after which they convert to Class A shares except for Alliance High Yield Fund and Alliance Global Strategic Income Trust's Class B shares which convert to Class A shares after eight years). The higher fees mean a higher expense ratio, so Class B and Class C shares pay correspondingly lower dividends and may have a lower net asset value than Class A shares. Choosing a Class of Shares. 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 purchasing Class A shares. If you are making a smaller investment, you might consider purchasing 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. 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. You should consult your financial agent to assist in choosing a class of Fund shares. Application of the CDSC. The CDSC is applied to the lesser of the original cost of shares being redeemed or NAV at the time of redemption (or, as to Fund shares acquired through an exchange, the cost of the Alliance Fund shares originally purchased for cash). Shares obtained from dividend or distribution reinvestment are not subject to the CDSC. The Fund may waive the CDSC on redemptions of shares following the death or disability of a shareholder, to meet the requirements of certain qualified retirement plans, or under a monthly, bi-monthly, or quarterly systematic withdrawal plan. See the Fund's SAI for further information about CDSC waivers. Other. 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 your financial representative. The financial intermediaries also may impose requirements on 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. -------------------------------------------------------------------------------- GENERAL INFORMATION -------------------------------------------------------------------------------- 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 AGIS by telephone, in which event you should issue written instructions to AGIS. AGIS is not responsible for the authenticity of telephonic requests to purchase, sell, or exchange shares. AGIS 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. AGIS offers a variety of shareholder services. For more information about these services or your account, call AGIS's toll-free number, 800-221-5672. Some services are described in the Subscription Application. You may request a shareholder's manual explaining all available services by calling 800-227-4618. 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 of the Funds, including maximum and minimum initial investment requirements, that are different from those described in this Prospectus. Employee Benefit Plans also may 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. Householding. Many shareholders of the Alliance Mutual Funds have family members living in the same home who also own shares of the same Funds. In order to reduce the amount of duplicative mail that is sent to homes with more than one Fund account and to reduce expenses of the Fund, all Alliance Mutual Funds will, until notified otherwise, send only one copy of each prospectus, shareholder report and proxy statement to each household address. This process, known as "householding", does not apply to account statements, confirmations, or personal tax information. If you do not wish to participate in householding, or wish to discontinue householding at any time, call AGIS at 1-800-221-5672. We will resume separate mailings for your account within 30 days of your request. 44 <PAGE> -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS -------------------------------------------------------------------------------- The financial highlights table is intended to help you understand each Fund's financial performance for the past 5 years (or, if shorter, the period of the Fund's operations). Certain information reflects financial results for a single share of each Fund. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). Except as otherwise indicated, this information has been audited by Ernst & Young LLP, the independent auditors for the Funds, whose reports, along with each Fund's financial statements, are included in each Fund's Annual Report, which is available upon request. 45 <PAGE> <TABLE> <CAPTION> Income from Investment Operations ----------------------------------------------- Net Net Net Increase Asset Realized and (Decrease) in Value, Unrealized Net Asset Beginning of Net Investment Gain (Loss) on Value From Fiscal Year or Period Period Income(a) Investments Operations --------------------- ------------ -------------- -------------- -------------- <S> <C> <C> <C> <C> U.S. Government Class A Year Ended 6/30/02 (c) .. $ 7.14 $ .37 $ .13 $ .50 Year Ended 6/30/01 ...... 6.99 .47 .17 .64 Year Ended 6/30/00 ...... 7.19 .50 (.20) .30 Year Ended 6/30/99 ...... 7.57 .52 (.37) .15 Year Ended 6/30/98 ...... 7.41 .54 .18 .72 Class B Year Ended 6/30/02 (c) .. $ 7.14 $ .32 $ .13 $ .45 Year Ended 6/30/01 ...... 7.00 .42 .16 .58 Year Ended 6/30/00 ...... 7.20 .44 (.19) .25 Year Ended 6/30/99 ...... 7.57 .46 (.36) .10 Year Ended 6/30/98 ...... 7.41 .48 .18 .66 Class C Year Ended 6/30/02 (c) .. $ 7.15 $ .32 $ .13 $ .45 Year Ended 6/30/01 ...... 7.00 .43 .16 .59 Year Ended 6/30/00 ...... 7.20 .45 (.20) .25 Year Ended 6/30/99 ...... 7.57 .46 (.36) .10 Year Ended 6/30/98 ...... 7.41 .48 .18 .66 Quality Bond Class A Year Ended 6/30/02 (c) .. $ 10.22 $ .46(d) $ .17 $ .63 Year Ended 6/30/01 ...... 9.85 .55(d) .42 .97 Year Ended 6/30/00 ...... 10.00 .60(d) (.21) .39 Class B Year Ended 6/30/02 (c) .. $ 10.21 $ .38(d) $ .16 $ .54 Year Ended 6/30/01 ...... 9.84 .47(d) .43 .90 Year Ended 6/30/00 ...... 10.00 .50(d) (.18) .32 Class C Year Ended 6/30/02 (c) .. $ 10.19 $ .38(d) $ .17 $ .55 Year Ended 6/30/01 ...... 9.83 .48(d) .41 .89 Year Ended 6/30/00 ...... 10.00 .51(d) (.20) .31 Corporate Bond Class A Year Ended 6/30/02 (c) .. $ 12.29 $ .94 $ (1.55) $ (.61) Year Ended 6/30/01 ...... 11.91 .97 .42 1.39 Year Ended 6/30/00 ...... 12.49 1.04 (.55) .49 Year Ended 6/30/99 ...... 14.19 1.06 (1.64) (.58) Year Ended 6/30/98 ...... 14.19 1.08 .12 1.20 Class B Year Ended 6/30/02 (c) .. $ 12.30 $ .85 $ (1.55) $ (.70) Year Ended 6/30/01 ...... 11.92 .88 .42 1.30 Year Ended 6/30/00 ...... 12.49 .95 (.54) .41 Year Ended 6/30/99 ...... 14.19 .97 (1.64) (.67) Year Ended 6/30/98 ...... 14.19 .98 .13 1.11 Class C Year Ended 6/30/02 (c) .. $ 12.30 $ .85 $ (1.55) $ (.70) Year Ended 6/30/01 ...... 11.91 .89 .42 1.31 Year Ended 6/30/00 ...... 12.49 .94 (.54) .40 Year Ended 6/30/99 ...... 14.19 .97 (1.64) (.67) Year Ended 6/30/98 ...... 14.19 .99 .12 1.11 High Yield Class A Year Ended 8/31/02 (c) .. $ 6.49 $ .60 $ (1,16) $ (.56) Year Ended 8/31/01 ...... 8.10 .76 (1.50) (.74) Year Ended 8/31/00 ...... 9.47 .92 (1.26) (.34) Year Ended 8/31/99 ...... 10.76 1.02 (1.08) (.06) Year Ended 8/31/98 ...... 11.17 1.03 (.27) .76 Class B Year Ended 8/31/02 (c) .. $ 6.50 $ .56 $ (1.17) $ (.61) Year Ended 8/31/01 ...... 8.10 .70 (1.48) (.78) Year Ended 8/31/00 ...... 9.46 .86 (1.26) (.40) Year Ended 8/31/99 ...... 10.75 .95 (1.08) (.13) Year Ended 8/31/98 ...... 11.17 .96 (.28) .68 Class C Year Ended 8/31/02 (c) .. $ 6.50 $ .56 $ (1.17) $ (.61) Year Ended 8/31/01 ...... 8.10 .70 (1.48) (.78) Year Ended 8/31/00 ...... 9.47 .86 (1.27) (.41) Year Ended 8/31/99 ...... 10.75 .95 (1.07) (.12) Year Ended 8/31/98 ...... 11.17 .96 (.28) .68 <CAPTION> Less Dividends and Distributions Less Distributions ----------------------------------------------- --------------------------------------------- Distributions Distributions in Excess Distributions in Excess of Tax Total Dividends From of Net From Net Net Realized Return Dividends Net Investment Investment Realized Gain Gain on of and Fiscal Year or Period Income Income on Investments Investments Capital Distributions --------------------- --------------- ------------- -------------- ------------- -------- ------------- <S> <C> <C> <C> <C> <C> <C> U.S. Government Class A Year Ended 6/30/02 (c) .. $ (.37) $ (.03) $ 0.00 $ 0.00 $ (.03) $ (.43) Year Ended 6/30/01 ...... (.47) (.01) 0.00 0.00 (.01) (.49) Year Ended 6/30/00 ...... (.49) 0.00 0.00 0.00 (.01) (.50) Year Ended 6/30/99 ...... (.52) (.01) 0.00 0.00 0.00 (.53) Year Ended 6/30/98 ...... (.54) 0.00 0.00 0.00 (.02) (.56) Class B Year Ended 6/30/02 (c) .. $ (.32) $ (.03) $ 0.00 $ 0.00 $ (.03) $ (.38) Year Ended 6/30/01 ...... (.42) (.01) 0.00 0.00 (.01) (.44) Year Ended 6/30/00 ...... (.44) 0.00 0.00 0.00 (.01) (.45) Year Ended 6/30/99 ...... (.46) (.01) 0.00 0.00 0.00 (.47) Year Ended 6/30/98 ...... (.48) 0.00 0.00 0.00 (.02) (.50) Class C Year Ended 6/30/02 (c) .. $ (.32) $ (.03) $ 0.00 $ 0.00 $ (.03) $ (.38) Year Ended 6/30/01 ...... (.43) (.01) 0.00 0.00 0.00 (.44) Year Ended 6/30/00 ...... (.44) 0.00 0.00 0.00 (.01) (.45) Year Ended 6/30/99 ...... (.46) (.01) 0.00 0.00 0.00 (.47) Year Ended 6/30/98 ...... (.48) 0.00 0.00 0.00 (.02) (.50) Quality Bond Class A Year Ended 6/30/02 (c) .. $ (.46) $ (.10) $ (.01) $ (.03) $ 0.00 $ (.60) Year Ended 6/30/01 ...... (.55) (.04) (.01) 0.00 0.00 (.60) Year Ended 6/30/00 ...... (.54) 0.00 0.00 0.00 0.00 (.54) Class B Year Ended 6/30/02 (c) .. $ (.38) $ (.09) $ (.01) $ (.03) $ 0.00 $ (.51) Year Ended 6/30/01 ...... (.47) (.05) (.01) 0.00 0.00 (.53) Year Ended 6/30/00 ...... (.48) 0.00 0.00 0.00 0.00 (.48) Class C Year Ended 6/30/02 (c) .. $ (.38) $ (.09) $ (.01) $ (.03) $ 0.00 $ (.51) Year Ended 6/30/01 ...... (.48) (.04) (.01) 0.00 0.00 (.53) Year Ended 6/30/00 ...... (.48) 0.00 0.00 0.00 0.00 (.48) Corporate Bond Class A Year Ended 6/30/02 (c) .. $ (.94) $ 0.00 $ 0.00 $ 0.00 $ (.04) $ (.98) Year Ended 6/30/01 ...... (.97) (.01) 0.00 0.00 (.03) (1.01) Year Ended 6/30/00 ...... (1.04) 0.00 0.00 0.00 (.03) (1.07) Year Ended 6/30/99 ...... (1.07) (.01) 0.00 0.00 (.04) (1.12) Year Ended 6/30/98 ...... (1.08) (.12) 0.00 0.00 0.00 (1.20) Class B Year Ended 6/30/02 (c) .. $ (.85) $ (.01) $ 0.00 $ 0.00 $ (.04) $ (.90) Year Ended 6/30/01 ...... (.88) (.01) 0.00 0.00 (.03) (.92) Year Ended 6/30/00 ...... (.95) 0.00 0.00 0.00 (.03) (.98) Year Ended 6/30/99 ...... (.98) (.01) 0.00 0.00 (.04) (1.03) Year Ended 6/30/98 ...... (.98) (.13) 0.00 0.00 0.00 (1.11) Class C Year Ended 6/30/02 (c) .. $ (.85) $ (.01) $ 0.00 $ 0.00 $ (.04) $ (.90) Year Ended 6/30/01 ...... (.89) 0.00 0.00 0.00 (.03) (.92) Year Ended 6/30/00 ...... (.95) 0.00 0.00 0.00 (.03) (.98) Year Ended 6/30/99 ...... (.98) (.01) 0.00 0.00 (.04) (1.03) Year Ended 6/30/98 ...... (.99) (.12) 0.00 0.00 0.00 (1.11) High Yield Class A Year Ended 8/31/02 (c) .. $ (.58) $ 0.00 $ 0.00 $ 0.00 $ (.02) $ (.60) Year Ended 8/31/01 ...... (.72) 0.00 0.00 0.00 (.15) (.87) Year Ended 8/31/00 ...... (.98) 0.00 0.00 0.00 (.05) (1.03) Year Ended 8/31/99 ...... (1.02) (.05) (.15) 0.00 (.01) (1.23) Year Ended 8/31/98 ...... (1.02) (.01) (.14) 0.00 0.00 (1.17) Class B Year Ended 8/31/02 (c) .. $ (.54) $ 0.00 $ 0.00 $ 0.00 $ (.02) $ (.56) Year Ended 8/31/01 ...... (.68) 0.00 0.00 0.00 (.14) (.82) Year Ended 8/31/00 ...... (.91) 0.00 0.00 0.00 (.05) (.96) Year Ended 8/31/99 ...... (.95) (.05) (.15) 0.00 (.01) (1.16) Year Ended 8/31/98 ...... (.95) (.01) (.14) 0.00 0.00 (1.10) Class C Year Ended 8/31/02 (c) .. $ (.54) $ 0.00 $ 0.00 $ 0.00 $ (.02) $ (.56) Year Ended 8/31/01 ...... (.68) 0.00 0.00 0.00 (.14) (.82) Year Ended 8/31/00 ...... (.91) 0.00 0.00 0.00 (.05) (.96) Year Ended 8/31/99 ...... (.95) (.05) (.15) 0.00 (.01) (1.16) Year Ended 8/31/98 ...... (.95) (.01) (.14) 0.00 0.00 (1.10) <CAPTION> Ratios / Supplemental Data ------------------------------------------------------- Total Net Assets, Ratio of Net Investment End of Ratio Investment Net Asset Return Period of Expenses Income Portfolio Value, End Based on Net (000's to Average to Average Turnover Fiscal Year or Period of Period Asset Value (b) omitted) Net Assets Net Assets Rate --------------------- ---------- --------------- ----------- ----------- ------------- --------- <S> <C> <C> <C> <C> <C> <C> U.S. Government Class A Year Ended 6/30/02 (c) .. $ 7.21 7.11% $865,739 1.23%(e) 5.15% 1009% Year Ended 6/30/01 ...... 7.14 9.30 884,574 2.11(e) 6.57 712 Year Ended 6/30/00 ...... 6.99 4.41 430,895 2.14(e) 7.13 398 Year Ended 6/30/99 ...... 7.19 1.83 426,167 1.17(e) 6.86 320 Year Ended 6/30/98 ...... 7.57 10.02 352,749 1.06 7.08 153 Class B Year Ended 6/30/02 (c) .. $ 7.21 6.36% $400,221 1.93%(e) 4.41% 1009% Year Ended 6/30/01 ...... 7.14 8.39 276,308 2.90(e) 5.95 712 Year Ended 6/30/00 ...... 7.00 3.64 200,283 2.80(e) 6.28 398 Year Ended 6/30/99 ...... 7.20 1.22 338,310 1.87(e) 6.13 320 Year Ended 6/30/98 ...... 7.57 9.20 390,253 1.76 6.37 153 Class C Year Ended 6/30/02 (c) .. $ 7.22 6.35% $202,030 1.93%(e) 4.42% 1009% Year Ended 6/30/01 ...... 7.15 8.54 169,213 2.89(e) 5.94 712 Year Ended 6/30/00 ...... 7.00 3.64 112,808 2.82(e) 6.35 398 Year Ended 6/30/99 ...... 7.20 1.22 144,145 1.87(e) 6.13 320 Year Ended 6/30/98 ...... 7.57 9.21 114,392 1.76 6.38 153 Quality Bond Class A Year Ended 6/30/02 (c) .. $ 10.25 6.23% $ 44,852 .98%(f) 4.39% 573% Year Ended 6/30/01 ...... 10.22 10.09 20,068 .98(f) 5.49 385 Year Ended 6/30/00 ...... 9.85 4.40 5,071 .98(f) 5.96 215 Class B Year Ended 6/30/02 (c) .. $ 10.24 5.52% $ 50,354 1.68%(f) 3.70% 573% Year Ended 6/30/01 ...... 10.21 9.34 13,960 1.68(f) 4.82 385 Year Ended 6/30/00 ...... 9.84 3.56 1,007 1.68(f) 5.32 215 Class C Year Ended 6/30/02 (c) .. $ 10.23 5.63% $ 16,131 1.68%(f) 3.71% 573% Year Ended 6/30/01 ...... 10.19 9.25 4,315 1.68(f) 4.88 385 Year Ended 6/30/00 ...... 9.83 3.47 514 1.68(f) 5.35 215 Corporate Bond Class A Year Ended 6/30/02 (c) .. $ 10.70 (5.51)% $520,984 1.12%(e) 7.79% 276% Year Ended 6/30/01 ...... 12.29 12.03 530,446 1.31(e) 7.95 340 Year Ended 6/30/00 ...... 11.91 4.11 473,578 1.12(e) 8.51 302 Year Ended 6/30/99 ...... 12.49 (4.08) 476,141 1.11 8.13 281 Year Ended 6/30/98 ...... 14.19 8.66 510,397 1.05 7.52 244 Class B Year Ended 6/30/02 (c) .. $ 10.70 (6.23)% $458,394 1.83%(e) 7.05% 276% Year Ended 6/30/01 ...... 12.30 11.24 509,953 2.03(e) 7.18 340 Year Ended 6/30/00 ...... 11.92 3.39 477,259 1.83(e) 7.77 302 Year Ended 6/30/99 ...... 12.49 (4.77) 630,631 1.82 7.41 281 Year Ended 6/30/98 ...... 14.19 7.95 672,374 1.75 6.80 244 Class C Year Ended 6/30/02 (c) .. $ 10.70 (6.23)% $179,418 1.82%(e) 7.07% 276% Year Ended 6/30/01 ...... 12.30 11.33 185,022 2.03(e) 7.22 340 Year Ended 6/30/00 ...... 11.91 3.30 176,814 1.83(e) 7.75 302 Year Ended 6/30/99 ...... 12.49 (4.77) 204,271 1.81 7.37 281 Year Ended 6/30/98 ...... 14.19 7.95 254,530 1.75 6.83 244 High Yield Class A Year Ended 8/31/02 (c) .. $ 5.33 (9.14)% $ 72,455 1.43% 10.06% 57% Year Ended 8/31/01 ...... 6.49 (9.39) 78,053 1.34 10.62 98 Year Ended 8/31/00 ...... 8.10 (3.79) 83,645 1.33 10.92 102 Year Ended 8/31/99 ...... 9.47 (.58) 102,400 1.31 10.21 182 Year Ended 8/31/98 ...... 10.76 6.42 43,960 1.43(f) 8.89 311 Class B Year Ended 8/31/02 (c) .. $ 5.33 (9.94)% $256,533 2.15% 9.34% 57% Year Ended 8/31/01 ...... 6.50 (9.94) 356,062 2.06 9.97 98 Year Ended 8/31/00 ...... 8.10 (4.40) 421,105 2.04 10.21 102 Year Ended 8/31/99 ...... 9.46 (1.26) 527,337 2.03 9.52 182 Year Ended 8/31/98 ...... 10.75 5.69 269,426 2.13(f) 8.18 311 Class C Year Ended 8/31/02 (c) .. $ 5.33 (9.94)% $ 48,448 2.14% 9.35% 57% Year Ended 8/31/01 ...... 6.50 (9.94) 67,360 2.04 9.97 98 Year Ended 8/31/00 ...... 8.10 (4.51) 79,826 2.03 10.23 102 Year Ended 8/31/99 ...... 9.47 (1.16) 99,927 2.02 9.54 182 Year Ended 8/31/98 ...... 10.75 5.69 48,337 2.13(f) 8.17 311 </TABLE> -------------------------------------------------------------------------------- Please refer to the footnotes on pages 50 and 51. 46 & 47 <PAGE> <TABLE> <CAPTION> Income from Investment Operations ----------------------------------------------- Net Net Net Increase Asset Realized and (Decrease) in Value, Unrealized Net Asset Beginning of Net Investment Gain (Loss) on Value From Fiscal Year or Period Period Income(a) Investments Operations --------------------- ------------ -------------- -------------- -------------- <S> <C> <C> <C> <C> Global Strategic Income Class A Year Ended 10/31/02 (c) .... $ 8.43 $ .63 $ (.67) $ (.04) Year Ended 10/31/01 ........ 9.53 .78 (.90) (.12) Year Ended 10/31/00 ........ 9.91 .83 (.22) .61 Year Ended 10/31/99 ........ 10.18 .94 (.22) .72 Year Ended 10/31/98 ........ 11.46 .78(d) (.64) .14 Class B Year Ended 10/31/02 (c) .... $ 8.42 $ .57 $ (.67) $ (.10) Year Ended 10/31/01 ........ 9.52 .71 (.90) (.19) Year Ended 10/31/00 ........ 9.90 .76 (.23) .53 Year Ended 10/31/99 ........ 10.17 .87 (.22) .65 Year Ended 10/31/98 ........ 11.46 .69(d) (.63) .06 Class C Year Ended 10/31/02 (c) .... $ 8.43 $ .57 $ (.67) $ (.10) Year Ended 10/31/01 ........ 9.52 .72 (.90) (.18) Year Ended 10/31/00 ........ 9.90 .77 (.24) .53 Year Ended 10/31/99 ........ 10.17 .88 (.23) .65 Year Ended 10/31/98 ........ 11.46 .68(d) (.62) .06 Americas Government Income Class A Year Ended 11/30/02 (c) .... $ 7.07 $ .56 $ (.11) $ .45 Year Ended 11/30/01 ........ 7.55 .77 (.50) .27 Year Ended 11/30/00 ........ 7.28 .75 .34 1.09 Year Ended 11/30/99 ........ 7.59 .87 (.25) .62 Year Ended 11/30/98 ........ 8.02 .87 (.33) .54 Class B Year Ended 11/30/02 (c) .... $ 7.07 $ .51 $ (.11) $ .40 Year Ended 11/30/01 ........ 7.58 .69 (.50) .19 Year Ended 11/30/00 ........ 7.31 .69 .36 1.05 Year Ended 11/30/99 ........ 7.61 .81 (.25) .56 Year Ended 11/30/98 ........ 8.02 .81 (.32) .49 Class C Year Ended 11/30/02 (c) .... $ 7.09 $ .52 $ (.12) $ .40 Year Ended 11/30/01 ........ 7.58 .71 (.50) .21 Year Ended 11/30/00 ........ 7.31 .70 .35 1.05 Year Ended 11/30/99 ........ 7.61 .81 (.25) .56 Year Ended 11/30/98 ........ 8.02 .82 (.33) .49 Emerging Market Debt Class A Year Ended 8/31/02 (c) ..... $ 6.37 $ .69 $ (.24) $ .45 Year Ended 8/31/01 ......... 7.06 .85 (.76) .09 Year Ended 8/31/00 ......... 5.69 .75 1.40 2.15 Year Ended 8/31/99 ......... 5.05 .71 .74 1.45 Year Ended 8/31/98 ......... 10.64 .73 (4.03) (3.30) Class B Year Ended 8/31/02 (c) ..... $ 6.45 $ .64 $ (.24) $ .40 Year Ended 8/31/01 ......... 7.14 .79 (.76) .03 Year Ended 8/31/00 ......... 5.74 .71 1.40 2.11 Year Ended 8/31/99 ......... 5.05 .67 .76 1.43 Year Ended 8/31/98 ......... 10.64 .67 (4.05) (3.38) Class C Year Ended 8/31/02 (c) ..... $ 6.46 $ .64 $ (.24) $ .40 Year Ended 8/31/01 ......... 7.15 .79 (.76) .03 Year Ended 8/31/00 ......... 5.74 .71 1.41 2.12 Year Ended 8/31/99 ......... 5.05 .67 .76 1.43 Year Ended 8/31/98 ......... 10.64 .67 (4.05) (3.38) Multi-Market Strategy Class A Year Ended 10/31/02 (c) .... $ 5.99 $ .19 $ .02 $ .21 Year Ended 10/31/01 ........ 6.08 .35 .13 .48 Year Ended 10/31/00 ........ 6.29 .38 (.19) .19 Year Ended 10/31/99 ........ 6.64 .42 (.22) .20 Year Ended 10/31/98 ........ 7.11 .44 .02 .46 Class B Year Ended 10/31/02 (c) .... $ 6.01 $ .14 $ .02 $ .16 Year Ended 10/31/01 ........ 6.10 .30 .13 .43 Year Ended 10/31/00 ........ 6.32 .33 (.19) .14 Year Ended 10/31/99 ........ 6.66 .36 (.22) .14 Year Ended 10/31/98 ........ 7.11 .36 .05 .41 Class C Year Ended 10/31/02 (c) .... $ 6.01 $ .14 $ .02 $ .16 Year Ended 10/31/01 ........ 6.10 .30 .13 .43 Year Ended 10/31/00 ........ 6.31 .34 (.19) .15 Year Ended 10/31/99 ........ 6.65 .36 (.22) .14 Year Ended 10/31/98 ........ 7.11 .25 .16 .41 <CAPTION> Less Dividends and Distributions Less Distributions ----------------------------------------------- --------------------------------------------- Distributions Distributions in Excess Distributions in Excess of Tax Total Dividends From of Net From Net Net Realized Return Dividends Net Investment Investment Realized Gain Gain on of and Fiscal Year or Period Income Income on Investments Investments Capital Distributions --------------------- -------------- ------------- -------------- ------------- -------- ------------- <S> <C> <C> <C> <C> <C> <C> Global Strategic Income Class A Year Ended 10/31/02 (c) .... $ (.52) $ 0.00 $ 0.00 $ 0.00 $ (.12) $ (.64) Year Ended 10/31/01 ........ (.71) 0.00 0.00 0.00 (.27) (.98) Year Ended 10/31/00 ........ (.83) (.16) 0.00 0.00 0.00 (.99) Year Ended 10/31/99 ........ (.94) (.05) 0.00 0.00 0.00 (.99) Year Ended 10/31/98 ........ (.78) (.28) (.36) 0.00 0.00 (1.42) Class B Year Ended 10/31/02 (c) .... $ (.47) $ 0.00 $ 0.00 $ 0.00 $ (.11) $ (.58) Year Ended 10/31/01 ........ (.65) 0.00 0.00 0.00 (.26) (.91) Year Ended 10/31/00 ........ (.76) (.15) 0.00 0.00 0.00 (.91) Year Ended 10/31/99 ........ (.87) (.05) 0.00 0.00 0.00 (.92) Year Ended 10/31/98 ........ (.69) (.30) (.36) 0.00 0.00 (1.35) Class C Year Ended 10/31/02 (c) .... $ (.47) $ 0.00 $ 0.00 $ 0.00 $ (.11) $ (.58) Year Ended 10/31/01 ........ (.65) 0.00 0.00 0.00 (.26) (.91) Year Ended 10/31/00 ........ (.76) (.15) 0.00 0.00 0.00 (.91) Year Ended 10/31/99 ........ (.88) (.04) 0.00 0.00 0.00 (.92) Year Ended 10/31/98 ........ (.68) (.31) (.36) 0.00 0.00 (1.35) Americas Government Income Class A Year Ended 11/30/02 (c) .... $ (.60) $ 0.00 $ 0.00 $ 0.00 $ (.06) $ (.66) Year Ended 11/30/01 ........ (.75) 0.00 0.00 0.00 0.00 (.75) Year Ended 11/30/00 ........ (.49) 0.00 0.00 0.00 (.33) (.82) Year Ended 11/30/99 ........ (.64) (.11) 0.00 0.00 (.18) (.93) Year Ended 11/30/98 ........ (.87) (.07) 0.00 0.00 (.03) (.97) Class B Year Ended 11/30/02 (c) .... $ (.55) $ 0.00 $ 0.00 $ 0.00 $ (.06) $ (.61) Year Ended 11/30/01 ........ (.70) 0.00 0.00 0.00 0.00 (.70) Year Ended 11/30/00 ........ (.48) 0.00 0.00 0.00 (.30) (.78) Year Ended 11/30/99 ........ (.59) (.10) 0.00 0.00 (.17) (.86) Year Ended 11/30/98 ........ (.81) (.06) 0.00 0.00 (.03) (.90) Class C Year Ended 11/30/02 (c) .... $ (.55) $ 0.00 $ 0.00 $ 0.00 $ (.06) $ (.61) Year Ended 11/30/01 ........ (.70) 0.00 0.00 0.00 0.00 (.70) Year Ended 11/30/00 ........ (.47) 0.00 0.00 0.00 (.31) (.78) Year Ended 11/30/99 ........ (.59) (.10) 0.00 0.00 (.17) (.86) Year Ended 11/30/98 ........ (.82) (.05) 0.00 0.00 (.03) (.90) Emerging Market Debt Class A Year Ended 8/31/02 (c) ..... $ (.74) $ 0.00 $ 0.00 $ 0.00 $ (.06) $ (.80) Year Ended 8/31/01 ......... (.78) 0.00 0.00 0.00 0.00 (.78) Year Ended 8/31/00 ......... (.75) 0.00 0.00 0.00 (.03) (.78) Year Ended 8/31/99 ......... (.74) (.04) 0.00 0.00 (.03) (.81) Year Ended 8/31/98 ......... (.73) (.04) (1.37) 0.00 (.15) (2.29) Class B Year Ended 8/31/02 (c) ..... $ (.70) $ 0.00 $ 0.00 $ 0.00 $ (.06) $ (.76) Year Ended 8/31/01 ......... (.72) 0.00 0.00 0.00 0.00 (.72) Year Ended 8/31/00 ......... (.68) 0.00 0.00 0.00 (.03) (.71) Year Ended 8/31/99 ......... (.68) (.03) 0.00 0.00 (.03) (.74) Year Ended 8/31/98 ......... (.67) (.04) (1.36) 0.00 (.14) (2.21) Class C Year Ended 8/31/02 (c) ..... $ (.70) $ 0.00 $ 0.00 $ 0.00 $ (.06) $ (.76) Year Ended 8/31/01 ......... (.72) 0.00 0.00 0.00 0.00 (.72) Year Ended 8/31/00 ......... (.68) 0.00 0.00 0.00 (.03) (.71) Year Ended 8/31/99 ......... (.68) (.03) 0.00 0.00 (.03) (.74) Year Ended 8/31/98 ......... (.67) (.04) (1.36) 0.00 (.14) (2.21) Multi-Market Strategy Class A Year Ended 10/31/02 (c) .... $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ (.31) $ (.31) Year Ended 10/31/01 ........ (.32) 0.00 0.00 0.00 (.25) (.57) Year Ended 10/31/00 ........ (.38) (.02) 0.00 0.00 0.00 (.40) Year Ended 10/31/99 ........ (.42) (.02) 0.00 0.00 (.11) (.55) Year Ended 10/31/98 ........ (.44) (.42) 0.00 0.00 (.07) (.93) Class B Year Ended 10/31/02 (c) .... $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ (.27) $ (.27) Year Ended 10/31/01 ........ (.29) 0.00 0.00 0.00 (.23) (.52) Year Ended 10/31/00 ........ (.34) (.02) 0.00 0.00 0.00 (.36) Year Ended 10/31/99 ........ (.36) (.02) 0.00 0.00 (.10) (.48) Year Ended 10/31/98 ........ (.36) (.43) 0.00 0.00 (.07) (.86) Class C Year Ended 10/31/02 (c) .... $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ (.27) $ (.27) Year Ended 10/31/01 ........ (.29) 0.00 0.00 0.00 (.23) (.52) Year Ended 10/31/00 ........ (.34) (.02) 0.00 0.00 0.00 (.36) Year Ended 10/31/99 ........ (.36) (.02) 0.00 0.00 (.10) (.48) Year Ended 10/31/98 ........ (.41) (.42) 0.00 0.00 (.04) (.87) <CAPTION> Ratios / Supplemental Data ------------------------------------------------------- Total Net Assets, Ratio of Net Investment End of Ratio Investment Net Asset Return Period of Expenses Income Portfolio Value, End Based on Net (000's to Average to Average Turnover Fiscal Year or Period of Period Asset Value (b) omitted) Net Assets Net Assets Rate --------------------- ---------- --------------- ----------- ----------- ------------- --------- <S> <C> <C> <C> <C> <C> <C> Global Strategic Income Class A Year Ended 10/31/02 (c) .... $ 7.75 (.50)% $ 38,631 1.53% 7.71% 268% Year Ended 10/31/01 ........ 8.43 (1.50) 57,667 1.45 8.60 304 Year Ended 10/31/00 ........ 9.53 6.12 52,561 1.54 8.32 321 Year Ended 10/31/99 ........ 9.91 7.17 33,813 1.77 9.34 254 Year Ended 10/31/98 ........ 10.18 1.00 24,576 1.89(f) 7.08(d) 183 Class B Year Ended 10/31/02 (c) .... $ 7.74 (1.23)% $ 117,529 2.24% 7.02% 268% Year Ended 10/31/01 ........ 8.42 (2.24) 156,948 2.16 7.85 304 Year Ended 10/31/00 ........ 9.52 5.38 118,356 2.27 7.66 321 Year Ended 10/31/99 ........ 9.90 6.44 79,085 2.47 8.54 254 Year Ended 10/31/98 ........ 10.17 .27 58,058 2.58(f) 6.41(d) 183 Class C Year Ended 10/31/02 (c) .... $ 7.75 (1.22)% $ 20,113 2.23% 7.00% 268% Year Ended 10/31/01 ........ 8.43 (2.13) 33,035 2.15 7.90 304 Year Ended 10/31/00 ........ 9.52 5.38 32,345 2.25 7.68 321 Year Ended 10/31/99 ........ 9.90 6.44 22,598 2.46 8.52 254 Year Ended 10/31/98 ........ 10.17 .27 16,067 2.58(f) 6.43(d) 183 Americas Government Income Class A Year Ended 11/30/02 (c) .... $ 6.86 6.69% $ 947,300 1.57%(e) 8.19% 160% Year Ended 11/30/01 ........ 7.07 3.32 1,009,606 1.96(e) 10.07 315 Year Ended 11/30/00 ........ 7.55 15.80 979,126 2.26(e) 10.03 234 Year Ended 11/30/99 ........ 7.28 8.56 730,468 2.09(e) 11.72 158 Year Ended 11/30/98 ........ 7.59 7.14 740,066 2.04(e) 11.17 175 Class B Year Ended 11/30/02 (c) .... $ 6.86 5.92% $ 740,782 2.28%(e) 7.47%* 160% Year Ended 11/30/01 ........ 7.07 2.20 888,457 2.66(e) 9.06 315 Year Ended 11/30/00 ........ 7.58 14.99 826,340 2.93(e) 9.37 234 Year Ended 11/30/99 ........ 7.31 7.79 1,011,395 2.78(e) 10.97 158 Year Ended 11/30/98 ........ 7.61 6.46 1,300,519 2.75(e) 10.44 175 Class C Year Ended 11/30/02 (c) .... $ 6.88 5.91% $ 277,015 2.27%(e) 7.45% 160% Year Ended 11/30/01 ........ 7.09 2.48 310,985 2.65(e) 9.34 315 Year Ended 11/30/00 ........ 7.58 14.99 267,646 2.95(e) 9.35 234 Year Ended 11/30/99 ........ 7.31 7.79 258,696 2.78(e) 10.98 158 Year Ended 11/30/98 ........ 7.61 6.46 276,073 2.74(e) 10.45 175 Emerging Market Debt Class A Year Ended 8/31/02 (c) ..... $ 6.02 7.38% $ 76,397 1.88%(e) 11.02% 170% Year Ended 8/31/01 ......... 6.37 1.55 66,750 2.20(e) 12.78 150 Year Ended 8/31/00 ......... 7.06 39.76 66,075 1.76(e) 11.59 173 Year Ended 8/31/99 ......... 5.69 29.40 50,540 1.59 12.34 179 Year Ended 8/31/98 ......... 5.05 (38.56) 32,365 1.48 8.51 188 Class B Year Ended 8/31/02 (c) ..... $ 6.09 6.50% $ 80,064 2.58%(e) 10.25% 170% Year Ended 8/31/01 ......... 6.45 .63 83,706 2.88(e) 11.80 150 Year Ended 8/31/00 ......... 7.14 38.41 108,075 2.45(e) 10.85 173 Year Ended 8/31/99 ......... 5.74 28.85 110,003 2.31 11.59 179 Year Ended 8/31/98 ......... 5.05 (39.11) 79,660 2.22 7.78 188 Class C Year Ended 8/31/02 (c) ..... $ 6.10 6.50% $ 45,527 2.56%(e) 10.16% 170% Year Ended 8/31/01 ......... 6.46 .63 40,667 2.87(e) 11.81 150 Year Ended 8/31/00 ......... 7.15 38.58 48,960 2.45(e) 10.78 173 Year Ended 8/31/99 ......... 5.74 28.85 39,024 2.30 11.56 179 Year Ended 8/31/98 ......... 5.05 (39.09) 23,711 2.19 7.75 188 Multi-Market Strategy Class A Year Ended 10/31/02 (c) .... $ 5.89 3.74% $ 264,978 1.49% 3.22% 115% Year Ended 10/31/01 ........ 5.99 8.27 289,265 1.48 5.87 79 Year Ended 10/31/00 ........ 6.08 3.17 305,610 1.52(g) 6.25 82 Year Ended 10/31/99 ........ 6.29 2.95 396,867 1.44(g) 6.23 124 Year Ended 10/31/98 ........ 6.64 6.90 95,568 1.74(g) 6.46 240 Class B Year Ended 10/31/02 (c) .... $ 5.90 2.84% $ 13,150 2.24% 2.44% 115% Year Ended 10/31/01 ........ 6.01 7.49 11,311 2.24 5.05 79 Year Ended 10/31/00 ........ 6.10 2.30 13,052 2.28(g) 5.44 82 Year Ended 10/31/99 ........ 6.32 2.13 18,129 2.15(g) 5.46 124 Year Ended 10/31/98 ........ 6.66 6.24 7,217 2.41(g) 5.64 240 Class C Year Ended 10/31/02 (c) .... $ 5.90 2.83% $ 17,592 2.20% 2.48% 115% Year Ended 10/31/01 ........ 6.01 7.48 15,208 2.19 5.10 79 Year Ended 10/31/00 ........ 6.10 2.46 16,578 2.22(g) 5.52 82 Year Ended 10/31/99 ........ 6.31 2.13 19,076 2.15(g) 5.50 124 Year Ended 10/31/98 ........ 6.65 6.10 16,518 2.61(g) 5.28 240 </TABLE> -------------------------------------------------------------------------------- Please refer to the footnotes on pages 50 and 51. 48 & 49 <PAGE> (a) Based on average shares outstanding. (b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at the net asset value during the period, and a redemption on the last day of the period. Initial sales charge or contingent deferred sales charge is not reflected in the calculation of total investment return. Total investment return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment returns calculated for periods of less than one year are not annualized. (c) As required, the Funds have adopted the provisions of the AICPA Audit and Accounting Guide, Audits of Investment Companies, and began amortizing premium on debt securities for financial statement reporting purposes only. For each Fund, the effective data and impact of this change to each class of shares is as follows: <TABLE> <CAPTION> Increase (Decrease) in Net Realized Decrease in and Unrealized Net Investment Gain (Loss) on Decrease in Ratio of Net Investment Effective Income per Investments Income to Average Net Assets: Date Share per Share From: To: --------- -------------- -------------- ------ ----- <S> <C> <C> <C> <C> <C> Alliance U.S. Government Portfolio 7/1/01 Class A (0.03) 0.03 5.56% 5.15% Class B (0.03) 0.03 4.82% 4.41% Class C (0.03) 0.03 4.83% 4.42% Alliance Quality Bond Portfolio 7/1/01 Class A (0.05) 0.05 4.93% 4.39% Class B (0.05) 0.05 4.24% 3.70% Class C (0.05) 0.05 4.25% 3.71% Alliance Corporate Bond Portfolio 7/1/01 Class A (0.01) (0.01) 7.82% 7.79% Class B (0.01) (0.01) 7.08% 7.05% Class C (0.01) (0.01) 7.10% 7.07% Alliance High Yield Fund 9/1/01 Class A (0.01) (0.01) 10.19% 10.06% Class B (0.01) (0.01) 9.47% 9.34% Class C (0.01) (0.01) 9.47% 9.35% Alliance Global Strategic Income Trust 11/1/01 Class A (0.03) (0.03) 8.03% 7.71% Class B (0.03) (0.03) 7.34% 7.02% Class C (0.03) (0.03) 7.32% 7.00% Alliance Americas Government Income Trust 12/1/01 Class A (0.04) (0.04) 8.83% 8.19% Class B (0.04) (0.04) 8.10% 7.47% Class C (0.04) (0.04) 8.09% 7.45% Alliance Emerging Market Debt Fund 9/1/01 Class A (0.01) (0.01) 11.10% 11.02% Class B (0.01) (0.01) 10.34% 10.25% Class C (0.01) (0.01) 10.24% 10.16% Alliance Multi-Market Strategy Trust 11/1/01 Class A (0.14) (0.14) 5.56% 3.22% Class B (0.14) (0.14) 4.79% 2.44% Class C (0.14) (0.14) 4.83% 2.48% </TABLE> (d) Net of expenses waived/reimbursed by the Adviser. 50 <PAGE> (e) Includes interest expense. If the following Funds had not borne interest expense, the ratio of expenses to average net assets would have been as follows: <TABLE> <CAPTION> 2002 2001 2000 1999 1998 ---- ---- ---- ---- ---- Alliance U.S. Government <S> <C> <C> <C> <C> <C> Class A 1.09% 1.13% 1.12% 1.08% -- Class B 1.80% 1.83% 1.83% 1.79% -- Class C 1.79% 1.83% 1.83% 1.78% -- Alliance Corporate Bond Class A 1.09% 1.09% 1.11% -- -- Class B 1.80% 1.81% 1.83% -- -- Class C 1.79% 1.81% 1.82% -- -- Alliance Americas Government Income Class A 1.28% 1.23% 1.33% 1.38% 1.36% Class B 2.00% 1.94% 2.03% 2.08% 2.07% Class C 1.99% 1.93% 2.03% 2.08% 2.06% Alliance Emerging Market Debt Class A 1.50% 1.47% 1.51% -- -- Class B 2.20% 2.17% 2.21% -- -- Class C 2.19% 2.16% 2.20% -- -- </TABLE> (f) Net of expenses assumed and/or waived/reimbursed. If Alliance High Yield had borne all expenses for the fiscal year ended August 31, 1998, the expense ratios would have been with respect to Class A shares, 1.46%; with respect to Class B shares, 2.16%; and with respect to Class C shares, 2.16%. If Alliance Global Strategic Income had borne all expenses for the fiscal year ended 1998, the expense ratio would have been with respect to Class A shares, 2.08%; with respect to Class B shares, 2.76%; and with respect to Class C shares, 2.77%. If Alliance Quality Bond had borne all expenses for the fiscal years ended June 30, 2002, 2001 and 2000, the expense ratios would have been with respect to Class A shares, 1.48%, 2.85% and 13.10%, with respect to Class B shares, 2.19%, 3.36% and 11.29%, and with respect to Class C shares, 2.19%, 3.42% and 11.75%, respectively. (g) Amounts do not reflect the impact of expense offset arrangement with the transfer agent. Taking into account such expense offset arrangements, the ratio of expenses to average net assets, for Alliance Multi-Market Strategy would have been with respect to Class A shares 1.73% for 1998, 1.42% for 1999 and 1.50% for 2000, with respect to Class B shares 2.40% for 1998, 2.14% for 1999 and 2.27% for 2000, and with respect to Class C shares 2.60% for 1998, 2.14% for 1999 and 2.21% for 2000. 51 <PAGE> -------------------------------------------------------------------------------- APPENDIX A -------------------------------------------------------------------------------- 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 edge." 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 impairment 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. 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. Absence of Rating--When no rating has been assigned or where 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 unrated 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--Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating classification from Aa through B in its corporate bond rating system. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category. STANDARD & POOR'S RATINGS SERVICES AAA--Debt rated AAA has the highest rating assigned by S&P. Capacity to pay interest and repay principal is extremely strong. AA--Debt rated AA has a very strong capacity to pay interest and repay principal and differs from the highest rated issues only in small degree. A--Debt rated A has a strong capacity to pay interest and repay principal although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories. BBB--Debt rated BBB normally exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories. BB, B, CCC, CC, C--Debt rated BB, B, CCC, CC or C is regarded as having significant speculative characteristics. BB indicates the lowest degree of speculation and C the highest. While such debt will likely have some quality and 52 <PAGE> protective characteristics, these are outweighed by large uncertainties or major exposures to adverse conditions. BB--Debt rated BB is less vulnerable to nonpayment than other speculative debt. However, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions which could lead to an inadequate capacity to pay interest and repay principal. B--Debt rated B is more vulnerable to nonpayment than debt rated BB, but there is capacity to pay interest and repay principal. Adverse business, financial or economic conditions will likely impair the capacity or willingness to pay principal or repay interest. CCC--Debt rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial and economic conditions to pay interest and repay principal. In the event of adverse business, financial or economic conditions, there is not likely to be capacity to pay interest or repay principal. CC--Debt rated CC is currently highly vulnerable to nonpayment. C--The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action has been taken, but payments are being continued. D--The D rating, unlike other ratings, is not prospective; rather, it is used only where a default has actually occurred. 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--Not rated. FITCH RATINGS AAA--Bonds considered to be investment grade and of the highest credit quality. The obligor has an exceptionally strong ability to pay interest and repay principal, which is unlikely to be affected by reasonably foreseeable events. AA--Bonds considered to be investment grade and of very high credit quality. The obligor's ability to pay interest and repay principal is very strong, although not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA categories are not significantly vulnerable to foreseeable future developments, short-term debt of these issuers is generally rated F1+. A--Bonds considered to be investment grade and of high credit quality. The obligor's ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings. BBB--Bonds considered to be investment grade and of satisfactory credit quality. The obligor's ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to have adverse impact on these bonds, and therefore impair timely payment. The likelihood that the ratings of these bonds will fall below investment grade is higher than for bonds with higher ratings. BB--Bonds are considered speculative. The obligor's ability to pay interest and repay principal may be affected over time by adverse economic changes. However, business and financial alternatives can be identified which could assist the obligor in satisfying its debt service requirements. B--Bonds are considered highly speculative. While bonds in this class are currently meeting debt service requirements, the probability of continued timely payment of principal and interest reflects the obligor's limited margin of safety and the need for reasonable business and economic activity throughout the life of the issue. CCC--Bonds have certain identifiable characteristics which, if not remedied, may lead to default. The ability to meet obligations requires an advantageous business and economic environment. CC--Bonds are minimally protected. Default in payment of interest and/or principal seems probable over time. C--Bonds are in imminent default in payment of interest or principal. DDD, DD, D--Bonds are in default on interest and/or principal payments. Such bonds are extremely speculative and should be valued on the basis of their ultimate recovery value in liquidation or reorganization of the obligor. DDD represents the highest potential for recovery on these bonds, and D represents the lowest potential for recovery. Plus (+) Minus (-)--Plus and minus signs are used with a rating symbol to indicate the relative position of a credit within the rating category. Plus and minus signs, however, are not used in the AAA, DDD, DD or D categories. NR--Indicates that Fitch does not rate the specific issue. 53 <PAGE> -------------------------------------------------------------------------------- APPENDIX B -------------------------------------------------------------------------------- GENERAL INFORMATION -------------------------------------------------------------------------------- ABOUT CANADA, MEXICO -------------------------------------------------------------------------------- AND ARGENTINA -------------------------------------------------------------------------------- GENERAL INFORMATION ABOUT CANADA Canada consists of a federation of ten Provinces and three federal territories (which generally fall under federal authority) with a constitutional division of powers between the federal and Provincial governments. The Parliament of Canada has jurisdiction over all areas not assigned exclusively to the Provincial legislatures, and has jurisdiction over such matters as the federal public debt and property, the regulation of trade and commerce, currency and coinage, banks and banking, national defense, the postal services, navigation and shipping and unemployment insurance. The Canadian economy is based on the free enterprise system, with business organizations ranging from small owner-operated businesses to large multinational corporations. Manufacturing and resource industries are large contributors to the country's economic output, but as in many other highly developed countries, there has been a gradual shift from a largely goods-producing economy to a predominantly service-based one. Agriculture and other primary production play a small but key role in the economy. Canada is also an exporter of energy to the United States in the form of natural gas (of which Canada has substantial reserves) and hydroelectric power, and has significant mineral resources. Canadian Dollars are fully exchangeable into U.S. Dollars without foreign exchange controls or other legal restriction. Since the major developed-country currencies were permitted to float freely against one another, the range of fluctuation in the Canadian Dollar-U.S. Dollar exchange rate generally has been narrower than the range of fluctuation between the U.S. Dollar and most other major currencies. Since 1991, Canada generally has experienced a weakening of its currency. The Canadian Dollar reached an all-time low of 1.6128 Canadian Dollars per U.S. Dollar on January 18, 2002. On December 31, 2002, the Canadian Dollar-U.S. Dollar exchange rate was 1.5723. The range of fluctuation that has occurred in the past is not necessarily indicative of the range of fluctuation that will occur in the future. Future rates of exchange cannot be accurately predicted. GENERAL INFORMATION ABOUT THE UNITED MEXICAN STATES The United Mexican States ("Mexico") is a nation formed by 31 states and a Federal District (Mexico City). The Political Constitution of Mexico, which took effect on May 1, 1917, established Mexico as a Federal Republic and provides for the separation of executive, legislative and judicial branches. The President and the members of the General Congress are elected by popular vote. Prior to 1994, when Mexico experienced an economic crisis that led to the devaluation of the Peso in December 1994, the Mexican economy experienced improvement in a number of areas, including growth in gross domestic product and a substantial reduction in the rate of inflation and in the public sector financial deficit. Much of the past improvement in the Mexican economy was due to a series of economic policy initiatives intended to modernize and reform the Mexican economy, control inflation, reduce the financial deficit, increase public revenues through the reform of the tax system, establish a competitive and stable currency exchange rate, liberalize trade restrictions and increase investment and productivity, while reducing the government's role in the economy. In this regard, the Mexican government launched a program for privatizing certain state owned enterprises, developing and modernizing the securities markets, increasing investment in the private sector and permitting increased levels of foreign investment. In 1994, Mexico faced internal and external conditions that resulted in an economic crisis that continues to affect the Mexican economy adversely. Growing trade and current account deficits, which could no longer be financed by inflows of foreign capital, were factors contributing to the crisis. A weakening economy and unsettling political and social developments caused investors to lose confidence in the Mexican economy. This resulted in a large decline in foreign reserves followed by a sharp and rapid devaluation of the Mexican Peso. The ensuing economic and financial crisis resulted in higher inflation and domestic interest rates, a contraction in real gross domestic product and a liquidity crisis. In response to the adverse economic conditions that developed at the end of 1994, the Mexican government instituted a new economic program; and the government and the business and labor sectors of the economy entered into a new accord in an effort to stabilize the economy and the financial markets. To help relieve Mexico's liquidity crisis and restore financial stability to Mexico's economy, the Mexican government also obtained financial assistance from the United States, other countries and certain international agencies conditioned upon the implementation and continuation of the economic reform program. In October 1995, and again in October 1996, the Mexican government announced new accords designed to encourage economic growth and reduce inflation. While it cannot be accurately predicted whether these accords will continue to achieve their objectives, the Mexican economy has stabilized since the economic crisis of 1994, and the high inflation and high interest rates that continued to be a factor after 1994 have subsided as well. After declining for five consecutive quarters beginning with the first quarter of 1995, Mexico's gross domestic product began to grow in 54 <PAGE> the second quarter of 1996. That growth was sustained through 2000, resulting in increases of 5.1%, 6.8%, 4.9%, 3.8% and 6.9% in 1996, 1997, 1998, 1999 and 2000, respectively. After contracting by 0.3% in 2001, Mexico's gross domestic product grew by 0.6% during the first nine months of 2002. In addition, inflation dropped from a 52% annual rate in 1995 to a 5.7% annual rate in 2002. Mexico's economy is influenced by international economic conditions, particularly those in the United States, and by world prices for oil and other commodities. Reflecting Mexico's strengthened economy, S&P upgraded Mexico's sovereign debt rating on February 7, 2002 to investment grade. Fitch and Moody's took similar actions on January 22, 2002 and March 4, 2000, respectively. The continuing recovery of the economy will require economic and fiscal discipline as well as stable political and social conditions. In addition, there is no assurance that Mexico's economic policy initiatives will be successful or that the current President and succeeding administrations will continue these initiatives. Under economic policy initiatives implemented on and after December 1987, the Mexican government introduced a series of schedules allowing for the gradual devaluation of the Mexican Peso against the U.S. Dollar. These gradual devaluations continued until December 1994. On December 22, 1994, the Mexican government announced that it would permit the Peso to float freely against other currencies, resulting in a precipitous decline against the U.S. Dollar. By December 31, 1996, the Peso-Dollar exchange rate had decreased approximately 40% from that on December 22, 1994. After dropping approximately 55% from 1994 through 1996, from 1997 through 1999 the Peso-Dollar exchange rate decreased approximately 20%. There has been relatively little change in the Peso-Dollar exchange rate since 1999. Mexico has in the past imposed strict foreign exchange controls. There is no assurance that future regulatory actions in Mexico would not affect the Fund's ability to obtain U.S. Dollars in exchange for Mexican Pesos. GENERAL INFORMATION ABOUT THE REPUBLIC OF ARGENTINA The Republic of Argentina ("Argentina") consists of 23 provinces and the federal capital of Buenos Aires. Its federal constitution provides for an executive branch headed by a President, a legislative branch and a judicial branch. Each province has its own constitution, and elects its own governor, legislators and judges, without the intervention of the federal government. Shortly after taking office in 1989, the country's then President adopted market-oriented and reformist policies, including an aggressive privatization program, a reduction in the size of the public sector and an opening of the economy to international competition. In the decade prior to the announcement of a new economic plan in March 1991, the Argentine economy was characterized by low and erratic growth, declining investment rates and rapidly worsening inflation. Despite its strengths, which include a well-balanced natural resource base and a high literacy rate, the Argentine economy failed to respond to a series of economic plans in the 1980's. The 1991 economic plan represented a pronounced departure from its predecessors in calling for raising revenues, cutting expenditures and reducing the public deficit. The extensive privatization program commenced in 1989 was accelerated, the domestic economy deregulated and opened up to foreign trade and the framework for foreign investment reformed. As a result of the economic stabilization reforms, inflation was brought under control and gross domestic product increased each year between 1991 and 1998, with the exception of 1995. Since the fourth quarter of 1998, however, Argentina's economy has been contracting, with GDP growth rates of -3.4%, -0.8% and -4.4% recorded for 1999, 2000 and 2001, respectively. During the second quarter of 2002, the economy contracted by 13.6%, year-on-year, but grew by 0.9% over the first quarter. Argentina's protracted recession has contributed to a serious fiscal crisis that has resulted in a suspension of payment on Argentina's foreign debt, as announced by the government in late December 2001, as well as a suspension of its loan repayments to the International Monetary Fund and other multilateral lending bodies, as announced by the government in late September 2002. Amidst the country's worsening economic and fiscal condition, and associated civil unrest that ensued, Argentina's President Fernando de la Rua was forced to resign on December 20, 2001. Thereafter, Argentina had several interim Presidents. On January 1, 2002 Eduardo Duhalde, who pledged sweeping economic, fiscal and social reforms, became the fourth interim President. President Duhalde has been unable, however, to achieve the necessary political consensus to meet the difficult challenges that Argentina faces. As a result, while there is some evidence that the economy has stabilized, Argentina's fragile condition has persisted into 2003. The Argentine Peso has been the Argentine currency since January 1, 1992. Until February 11, 2002, the rate of exchange from the Argentine Peso to the U.S. Dollar remained approximately one to one. The fixed exchange rate was instrumental in stabilizing the economy, but in recent years has been viewed as an impediment to economic growth. Since February 11, 2002, the Argentine Peso has been allowed to float freely against the U.S. Dollar. There is no assurance that ending the fixed exchange rate will achieve its desired result. On December 31, 2002, the Argentine Peso-U.S. Dollar exchange rate was 3.3647. The devaluation of the Argentine Peso has resulted in the reappearance of high inflation, as evidenced by the 40% rise in the consumer price index during the first ten months of 2002. The Argentine foreign exchange market was highly controlled until December 1989, when a free exchange rate was established for all foreign currency transactions. Argentina has eliminated restrictions on foreign direct investment and capital repatriation. In 1993, legislation was 55 <PAGE> adopted abolishing previous requirements of a three-year waiting period for capital repatriation. Under the legislation, foreign investors are permitted to remit profits at any time. For more information about the Funds, the following documents are available upon request: Annual/Semi-Annual Reports to Shareholders The Funds' annual and semi-annual reports to shareholders contain additional information on the Funds' investments. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected a Fund's performance during its last fiscal year. Statement of Additional Information (SAI) Each Fund has an SAI, which contains more detailed information about the Fund, including its operations and investment policies. The Funds' SAIs are incorporated by reference into (and are legally part of) this Prospectus. You may request a free copy of the current annual/semi-annual report or the SAI, or make inquiries concerning the Funds, by contacting your broker or other financial intermediary, or by contacting Alliance: By mail: c/o Alliance Global Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 By phone: For Information: (800) 221-5672 For Literature: (800) 227-4618 Or you may view or obtain these documents from the Commission: o Call the Commision at 1-202-942-8090 for information on the operation of the Public Reference Room. o Reports and other information about the Fund are available on the EDGAR Database on the Commission's Internet site at http://www.sec.gov. o Copies of the information may be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov, or by writing the Commission's Public Reference Section, Wash. DC 20549-0102. You also may find more information about Alliance and the Funds on the Internet at: www.Alliancecapital.com. Fund SEC File No. ----- ------------ U.S. Government 811-02383 Quality Bond 811-02383 Corporate Bond 811-02383 High Yield 811-9160 Global Strategic Income 811-07391 Americas Government Income 811-06554 Emerging Market Debt 811-08188 Multi-Market Strategy 811-06251 -------------------------------------------------------------------------------- Privacy Notice (This information is not part of the Prospectus.) Alliance, the Alliance Family of Funds and Alliance Fund Distributors, Inc. (collectively, "Alliance" or "we") understand the importance of maintaining the confidentiality of our customers' nonpublic personal information. In order to provide financial products and services to our customers efficiently and accurately, we may collect nonpublic personal information about our customers from the following sources: (1) information we receive from account documentation, including applications or other forms (which may include information such as a customer's name, address, social security number, assets and income) and (2) information about our customers' transactions with us, our affiliates and others (including information such as a customer's account balances and account activity). It is our policy not to disclose nonpublic personal information about our customers (or former customers) except to our affiliates, or to others as permitted or required by law. From time to time, Alliance may disclose nonpublic personal information that we collect about our customers (or former customers), as described above, to non-affiliated third party providers, including those that perform processing or servicing functions and those that provide marketing services for us or on our behalf pursuant to a joint marketing agreement that requires the third party provider to adhere to Alliance's privacy policy. We have policies and procedures to safeguard nonpublic personal information about our customers (or former customers) which include: (1) restricting access to such nonpublic personal information and (2) maintaining physical, electronic and procedural safeguards that comply with federal standards to safeguard such nonpublic personal information. -------------------------------------------------------------------------------- 56 </TEXT> </DOCUMENT>