UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-8294
AllianceBernstein All-Asia Investment Fund, Inc.
(Exact name of registrant as specified in charter)
1345 Avenue of the Americas, New York, New York 10105
(Address of principal executive offices) (Zip code)
Mark R. Manley
Alliance Capital Management, L.P.
1345 Avenue of the Americas
New York, New York 10105
(Name and address of agent for service)
Registrant's telephone number, including area code: (800) 221-5672
Date of fiscal year end: October 31, 2003
Date of reporting period: October 31, 2003
ITEM 1. REPORTS TO STOCKHOLDERS.
[LOGO] AllianceBernstein(SM)
Investment Research and Management
AllianceBernstein All-Asia Investment Fund
International
Regional
Annual Report--October 31, 2003
Investment Products Offered
=================================
o Are Not FDIC Insured
o May Lose Value
o Are Not Bank Guaranteed
=================================
This shareholder report must be preceded or accompanied by the Fund's prospectus
for individuals who are not current shareholders of the Fund.
You may obtain a description of the Fund's proxy voting policies and procedures,
without charge, upon request by visiting Alliance Capital's web site at
www.investor.alliancecapital.com or on the Securities and Exchange Commission's
web site at http://www.sec.gov, or by calling Alliance Capital at (800)
227-4618.
AllianceBernstein Investment Research and Management, Inc., the principal
underwriter of the AllianceBernstein mutual funds and an affiliate of Alliance
Capital Management L.P., the manager of the funds, is a member of the NASD.
December 11, 2003
Annual Report
This report provides management's discussion of fund performance for
AllianceBernstein All-Asia Investment Fund (the "Fund") for the annual reporting
period ended October 31, 2003.
Investment Objectives and Policies
This open-end fund seeks long-term capital appreciation. The Fund invests
primarily in equity securities issued by companies based in Asia and the Pacific
Region.
Investment Results
The following table shows the Fund's performance over the past six- and 12-month
periods ended October 31, 2003. The table also provides performance data for the
Fund's benchmark, the Morgan Stanley Capital International (MSCI) All Country
(AC) Asia Pacific Free Index, as well as the Lipper Pacific Region Funds Average
(the "Lipper Average").
INVESTMENT RESULTS*
Periods Ended October 31, 2003
=================================
Returns
=================================
6 Months 12 Months
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AllianceBernstein
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All-Asia
Investment Fund
Class A 33.66% 20.79%
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Class B 32.82% 19.81%
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Class C 32.99% 20.00%
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MSCI AC
Asia Pacific
Free Index 41.24% 35.69%
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Lipper Pacific
Region Funds
Average 40.50% 32.34%
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* The Fund's investment results are for the periods shown and are based on
the net asset value (NAV) of each class of shares as of October 31, 2003.
Returns do not reflect the deduction of taxes that a shareholder would pay on
fund distributions or the redemption of fund shares. All fees and expenses
related to the operation of the Fund have been deducted, but no adjustment
has been made for sales charges that may apply when shares are purchased or
redeemed. Returns for Advisor Class shares will vary due to different
expenses associated with this class. Returns for the Fund include the
reinvestment of any distributions paid during each period. During the
reporting period, the Advisor waived a portion of its advisory fee or
reimbursed the Fund for a portion of its expenses to the extent necessary to
limit the Fund's expenses to 3.00% for Class A, 3.70% for Class B, 3.70% for
Class C and 2.70% for Advisor Class. This waiver extends through the Fund's
current fiscal year and may be extended by the Advisor for additional
one-year terms. Without the waiver, the Fund's expenses would have been
higher and its performance would have been lower than that shown above. Past
performance is no guarantee of future results.
The unmanaged Morgan Stanley Capital International (MSCI) All Country (AC)
Asia Pacific Free Index does not reflect fees and expenses associated with
the active management of a mutual fund portfolio. The Index is a free
float-adjusted market capitalization index that measures the performance of
both developed and emerging markets in 14 Asia Pacific region countries. The
unmanaged Lipper Pacific Region
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AllianceBernstein All-Asia Investment Fund o 1
Funds Average (the "Lipper Average") consists of funds that concentrate their
investments in equity securities with primary trading markets or operations
concentrated in the Western Pacific Basin region or a single country within
this region. The Lipper Average included 47 and 46 funds for the six- and
12-month periods ended October 31, 2003, respectively. Funds in the Lipper
Average generally have similar investment objectives to the Fund, although
investment policies and sales and management fees may differ. An investor
cannot invest directly in an index or average, and their results are not
indicative of any specific investment, including AllianceBernstein All-Asia
Investment Fund.
Additional investment results appear on page 5.
For the six- and 12-month periods ended October 31, 2003, the Fund
underperformed its benchmark, the MSCI AC Asia Pacific Free Index. This
underperformance was due to the Fund's overweight position in Asia (ex-Japan).
The Fund's cash position weighed negatively on performance, as well. The Fund's
underweight position in China and Japan also detracted from performance, while
its overweight position in India added to performance.
Market Review and Investment Strategy
Overall, the Asian markets were strong for the six- and 12-month periods ended
October 31, 2003. Asia experienced a broad based revival in economic activity
during this period. Both domestic and export related segments of the economy
performed better than expected. The energy, materials and technology sectors had
favorable performance, while financials and telecommunications underperformed.
We increased the Fund's exposure to Japan, though it still remains marginally
underweight in Japan. We also sold down the Fund's market overweight position in
developed Asia (ex-Japan) to a market weight, following strong markets and
valuations reaching the fair price range. Additionally, we pared the Fund's
holdings in emerging Asia, but it continues to be overweight in this region.
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2 o AllianceBernstein All-Asia Investment Fund
PERFORMANCE UPDATE
ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND CLASS A
GROWTH OF A $10,000 INVESTMENT
11/30/94* TO 10/31/03
AllianceBernstein All-Asia Investment Fund Class A: $6,229
Lipper Pacific Region Funds Average: $9,552
MSCI AC Asia Pacific Free Index**: $7,796
[TABLE BELOW REPRESENT MOUNTAIN CHART]
AllianceBernstein
All-Asia MSCI AC Lipper Pacific
Investment Asia Pacific Region Funds
Fund Class A Free Index** Average
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11/30/94* $ 9,579 $10,000 $10,000
10/31/95 $10,010 $ 9,394 $10,122
10/31/96 $10,653 $ 9,614 $10,603
10/31/97 $ 7,499 $ 7,655 $ 8,699
10/31/98 $ 5,828 $ 6,472 $ 7,175
10/31/99 $10,404 $ 9,919 $11,798
10/31/00 $ 9,658 $ 8,609 $10,865
10/31/01 $ 5,913 $ 6,167 $ 7,787
10/31/02 $ 5,157 $ 5,745 $ 7,253
10/31/03 $ 6,229 $ 7,796 $ 9,552
This chart illustrates the total value of an assumed $10,000 investment in
AllianceBernstein All-Asia Investment Fund Class A shares (from 11/30/94* to
10/31/03) as compared to the performance of an appropriate broad-based index and
the Lipper Pacific Region Funds Average. Returns do not reflect the deduction of
taxes that a shareholder would pay on fund distributions or the redemption of
fund shares. The chart reflects the deduction of the maximum 4.25% sales charge
from the initial $10,000 investment in the Fund and assumes the reinvestment of
dividends and capital gains. Performance for Class B, Class C and Advisor Class
shares will vary from the results shown above due to differences in expenses
charged to these classes. Past performance is not indicative of future results,
and is not representative of future gain or loss in capital value or dividend
income.
The unmanaged Morgan Stanley Capital International (MSCI) All Country (AC) Asia
Pacific Free Index does not reflect fees and expenses associated with the active
management of a mutual fund portfolio. The Index is a free float-adjusted market
capitalization index that measures the performance of both developed and
emerging markets in 14 Asia Pacific region countries. The unmanaged Lipper
Pacific Region Funds Average (the "Lipper Average") reflects performance of 47
funds (based on the number of funds in the average from 11/30/94 to 10/31/03).
These funds concentrate their investments in equity securities with primary
trading markets or operations concentrated in the Western Pacific Basin region
or a single country within this region. The Lipper Average generally has similar
investment objectives to the Fund, although the investment policies for various
funds included in the Lipper Average may vary. Lipper results include fees and
expenses. An investor cannot invest directly in an index or average, and its
results are not indicative of any specific investment, including
AllianceBernstein All-Asia Investment Fund.
* Fund, benchmark and Lipper data are from the closest month-end to the Fund's
Class A share inception date of 11/28/94.
** As of the period ended October 31, 2001, the MSCI AC Asia Pacific Index was
discontinued. The MSCI AC Asia Pacific Free Index has replaced the MSCI AC
Asia Pacific Index and is now the Fund's benchmark.
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AllianceBernstein All-Asia Investment Fund o 3
PORTFOLIO SUMMARY
October 31, 2003
INCEPTION DATES
Class A Shares
11/28/94
Class B Shares
11/28/94
Class C Shares
11/28/94
PORTFOLIO STATISTICS
Net Assets ($mil): $27.1
SECTOR BREAKDOWN
25.1% Finance
20.8% Technology
12.6% Consumer Services
9.1% Basic Industry
7.1% Capital Goods
6.6% Consumer Manufacturing [Pie Chart Omitted]
4.8% Consumer Staples
4.1% Multi-Industry
4.0% Utilities
2.3% Energy
1.8% Health Care
1.7% Transportation
All data as of October 31, 2003. The Fund's sector breakdown is expressed as a
percentage of total investments and may vary over time.
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4 o AllianceBernstein All-Asia Investment Fund
INVESTMENT RESULTS
AVERAGE ANNUAL RETURNS AS OF OCTOBER 31, 2003
Class A Shares
- --------------------------------------------------------------------------------
Without Sales Charge With Sales Charge
1 Year 20.79% 15.72%
5 Years 1.34% 0.46%
Since Inception* -4.71% -5.17%
Class B Shares
- --------------------------------------------------------------------------------
Without Sales Charge With Sales Charge
1 Year 19.81% 15.81%
5 Years 0.54% 0.54%
Since Inception* -5.32% -5.32%
Class C Shares
- --------------------------------------------------------------------------------
Without Sales Charge With Sales Charge
1 Year 20.00% 19.00%
5 Years 0.58% 0.58%
Since Inception* -5.36% -5.36%
AVERAGE ANNUAL RETURNS (WITH SALES CHARGES)
AS OF THE MOST RECENT QUARTER-END (SEPTEMBER 30, 2003)
Class A Class B Class C
- --------------------------------------------------------------------------------
1 Year 8.11% 8.01% 10.72%
5 Years 0.31% 0.42% 0.42%
Since Inception* -5.85% -6.01% -6.05%
The Fund's investment results represent average annual returns. Returns do not
reflect the deduction of taxes that a shareholder would pay on fund
distributions or the redemption of fund shares. The returns reflect reinvestment
of dividends and/or capital gains distributions in additional shares without and
with the effect of the 4.25% maximum front-end sales charge for Class A or
applicable contingent deferred sales charge for Class B (4% year 1, 3% year 2,
2% year 3, 1% year 4); and for Class C shares (1% year 1). Returns for Class A
shares do not reflect the imposition of the 1 year, 1% contingent deferred sales
charge for accounts over $1,000,000. Returns for Advisor Class shares will vary
due to different expenses associated with this class.
Substantially all of the Fund's assets will be invested in foreign securities
which may magnify fluctuations due to changes in foreign exchange rates and the
possibility of substantial volatility due to political and economic uncertainty
in foreign countries. The Fund may invest all of its assets within a single
region, which may present greater risk than investment in a more diversified
fund.
Past performance does not guarantee future results. Investment return and
principal value will fluctuate so that an investor's shares, when redeemed, may
be worth more or less than their original cost.
*Inception date for all share classes is 11/28/94.
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AllianceBernstein All-Asia Investment Fund o 5
TEN LARGEST HOLDINGS
October 31, 2003
Percent of
Company U.S. $ Value Net Assets
- --------------------------------------------------------------------------------
Hoya Corp. $ 966,107 3.6%
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Canon, Inc. 820,690 3.0
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Mitsubishi Tokyo Financial Group, Inc. 788,566 2.9
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Mitsubishi Corp. 786,897 2.9
- --------------------------------------------------------------------------------
JSR Corp. 740,018 2.8
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Ricoh Co., Ltd. 737,886 2.7
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Nitto Denko Corp. 712,087 2.6
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Bharti Tele-Ventures, Ltd. 699,953 2.6
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NEC Electronics Corp. 660,218 2.5
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Tokyo Electron, Ltd. 657,858 2.4
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$7,570,280 28.0%
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6 o AllianceBernstein All-Asia Investment Fund
PORTFOLIO OF INVESTMENTS
October 31, 2003
Company Shares U.S. $ Value
- --------------------------------------------------------------------------------
COMMON STOCKS & OTHER INVESTMENTS-98.2%
Australia-11.7%
Australia & New Zealand Banking Group, Ltd. ...... 29,374 $ 370,052
Rights, expiring 11/24/03(a) .................. 5,341 16,292
BHP Billiton, Ltd. ............................... 52,073 431,937
Insurance Australia Group, Ltd. .................. 93,838 295,542
James Hardie Industries NV ....................... 23,390 118,694
Macquarie Bank, Ltd. ............................. 5,660 139,564
National Australia Bank, Ltd. .................... 12,049 260,862
News Corp., Ltd. ................................. 31,625 280,902
Perpetual Trustees Australia, Ltd. ............... 10,424 295,767
St. George Bank, Ltd. ............................ 17,673 261,419
Wesfarmers, Ltd. ................................. 7,012 143,920
Westpac Banking Corp., Ltd. ...................... 31,866 364,234
Woodside Petroleum, Ltd. ......................... 20,191 189,059
----------
3,168,244
----------
Hong Kong-7.9%
Cheung Kong Holdings, Ltd. ....................... 17,000 141,701
China Petroleum and Chemical Corp. ...............
(Sinopec) Cl. H ................................ 828,000 274,469
China Resources Enterprise, Ltd. ................. 126,000 148,415
CNOOC, Ltd. ...................................... 83,000 156,531
Esprit Holdings, Ltd. ............................ 67,000 210,019
Hong Kong and China Gas Co., Ltd. ................ 157,000 217,267
HSBC Holdings Plc ................................ 10,000 150,616
Li & Fung, Ltd. .................................. 160,000 268,792
Sinotrains, Ltd. CL. H ........................... 322,000 160,625
Sun Hung Kai Properties, Ltd. .................... 47,000 394,788
Wing Hang Bank, Ltd. ............................. 4,000 24,665
----------
2,147,888
----------
India-5.0%
Bharti Tele-Ventures, Ltd.(a) .................... 351,100 699,953
Canara Bank, Ltd. ................................ 38,100 113,031
Infosys Technologies, Ltd. ....................... 2,300 240,630
Punjab National Bank, Ltd. ....................... 25,600 114,556
Tata Motors, Ltd. ................................ 21,200 175,185
----------
1,343,355
----------
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AllianceBernstein All-Asia Investment Fund o 7
Company Shares U.S. $ Value
- --------------------------------------------------------------------------------
Japan-57.0%
Bank of Fukuoka, Ltd. .......................... 92,000 $ 383,194
Canon, Inc. .................................... 17,000 820,690
East Japan Railway Co. ......................... 63 284,700
Fast Retailing Co., Ltd. ....................... 7,700 466,751
Fujitsu, Ltd.(a) ............................... 48,000 300,109
Funai Electric Co., Ltd. ....................... 1,500 199,410
Hoya Corp. ..................................... 10,700 966,107
ITO EN, Ltd. ................................... 9,400 379,583
JFE Holdings, Inc. ............................. 24,600 627,278
JSR Corp. ...................................... 35,000 740,018
Kao Corp. ...................................... 19,000 389,655
KDDI Corp. ..................................... 114 617,586
Keyence Corp. .................................. 1,200 263,303
Kose Corp. ..................................... 16,200 515,989
Marui Co., Ltd. ................................ 22,800 288,828
Mitsubishi Corp. ............................... 76,000 786,897
Mitsubishi Tokyo Financial Group, Inc. ......... 110 788,566
NEC Electronics Corp.(a) ....................... 8,600 660,218
Nidec Corp. .................................... 4,600 447,060
Nissan Motor Co., Ltd. ......................... 51,300 573,517
Nitto Denko Corp. .............................. 13,600 712,087
Nomura Holdings, Inc. .......................... 35,000 599,637
NTT DoCoMo, Inc. ............................... 10 21,597
Ricoh Co., Ltd. ................................ 39,000 737,886
Shin-Etsu Chemical Co., Ltd. ................... 11,700 434,238
Sumitomo Mitsui Financial Group, Inc. .......... 78 391,416
Suzuki Motor Corp. ............................. 34,800 502,105
Takeda Chemical Industries, Ltd. ............... 13,900 490,663
Tokyo Electron, Ltd. ........................... 9,200 657,858
Toyota Motor Corp. ............................. 13,500 383,439
-----------
15,430,385
-----------
Malaysia-1.3%
Maxis Communications Berhad .................... 92,000 182,789
Public Bank Berhad ............................. 212,000 167,368
-----------
350,157
-----------
Singapore-2.5%
City Developments, Ltd. ........................ 43,000 149,524
Oversea-Chinese Banking Corp. .................. 19,000 132,138
Singapore Post, Ltd. ........................... 288,000 110,906
United Overseas Bank, Ltd. ..................... 35,000 273,587
-----------
666,155
-----------
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8 o AllianceBernstein All-Asia Investment Fund
Company Shares U.S. $ Value
- --------------------------------------------------------------------------------
South Korea-6.4%
Kookmin Bank ................................... 9,380 $ 342,388
LG Electronics, Ltd. ........................... 2,350 121,719
POSCO .......................................... 1,560 181,901
Samsung Electronics Co., Ltd. .................. 1,000 397,127
Shinsegae Co., Ltd. ............................ 1,410 282,953
SK Telecom Co., Ltd. ........................... 2,350 414,998
-----------
1,741,086
-----------
Taiwan-6.0%
Cathay Financial Holding Co., Ltd. ............. 22,000 36,310
(GDR)(a)(b) .................................... 10,564 175,151
Chunghwa Telecom Co., Ltd. (ADR) ............... 14,800 229,104
Compal Electronics, Inc. (GDR)(b) .............. 36,100 271,833
Fubon Financial Holding Co., Ltd. .............. 274,000 289,101
Hon Hai Precision Industry Co., Ltd. ........... 61,700 276,404
Taiwan Semiconductor Manufacturing
Co., Ltd.(a) ................................. 113,930 224,972
Yageo Corp.(a) ................................. 271,000 129,390
-----------
1,632,265
-----------
Thailand-0.4%
Advanced Info Service Public Co., Ltd. ......... 79,100 122,897
-----------
Total Investments-98.2%
(cost $20,458,348) .......................... 26,602,432
Other assets less liabilities-1.8% ............. 478,691
-----------
Net Assets-100% ................................ $27,081,123
-----------
(a) Non-income producing security.
(b) Security is exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At October 31,
2003, the aggregate market value of these securities amounted to $446,984 or
1.7% of net assets.
Glossary of Terms:
ADR - American Depositary Receipt
GDR -Global Depositary Receipt
See notes to financial statements.
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AllianceBernstein All-Asia Investment Fund o 9
STATEMENT OF ASSETS & LIABILITIES
October 31, 2003
Assets
Investments in securities, at value (cost $20,458,348).. $ 26,602,432
Cash.................................................... 338,921
Foreign cash, at value (cost $291,109).................. 286,219
Receivable for capital stock sold....................... 310,594
Receivable for investment securities sold............... 123,855
Dividends receivable.................................... 44,553
Receivable from Adviser................................. 4,904
---------------
Total assets............................................ 27,711,478
---------------
Liabilities
Payable for capital stock redeemed...................... 140,227
Payable for investment securities purchased............. 69,220
Distribution fee payable................................ 14,889
Accrued expenses........................................ 406,019
---------------
Total liabilities....................................... 630,355
---------------
Net Assets.............................................. $ 27,081,123
---------------
Composition of Net Assets
Capital stock, at par................................... $ 5,098
Additional paid-in capital.............................. 44,276,639
Accumulated net realized loss on investment and
foreign currency transactions......................... (23,148,464)
Net unrealized appreciation of investments and
foreign currency denominated assets and liabilities... 5,947,850
---------------
$ 27,081,123
---------------
Calculation of Maximum Offering Price Class A Shares
Net asset value and redemption price per share
($8,385,002/1,520,183 shares of capital stock
issued and outstanding)............................... $5.52
Sales charge--4.25% of public offering price............ .25
-----
Maximum offering price.................................. $5.77
-----
Class B Shares
Net asset value and offering price per share
($11,419,352/2,221,368 shares of capital stock
issued and outstanding)............................... $5.14
-----
Class C Shares
Net asset value and offering price per share
($3,772,845/731,379 shares of capital stock
issued and outstanding)............................... $5.16
-----
Advisor Class Shares
Net asset value, redemption and offering price per share
($3,503,924/625,104 shares of capital stock
issued and outstanding)............................... $5.61
-----
See notes to financial statements.
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10 o AllianceBernstein All-Asia Investment Fund
STATEMENT OF OPERATIONS
Year Ended October 31, 2003
Investment Income
Dividends (net of foreign taxes withheld
of $39,057).......................... $ 420,664
Interest............................... 9,194 $ 429,858
---------------
Expenses
Advisory fee........................... 236,717
Distribution fee--Class A.............. 23,117
Distribution fee--Class B.............. 97,439
Distribution fee--Class C.............. 30,358
Custodian.............................. 249,197
Transfer agency........................ 211,369
Audit and legal........................ 179,528
Registration........................... 60,431
Directors' fees........................ 53,600
Printing............................... 48,929
Administrative......................... 35,500
Miscellaneous.......................... 17,126
---------------
Total expenses......................... 1,243,311
Less: expenses waived and reimbursed
by the Adviser (see Note B).......... (453,179)
Less: expense offset arrangement
(see Note B)......................... (82)
---------------
Net expenses........................... 790,050
---------------
Net investment loss.................... (360,192)
---------------
Realized and Unrealized Gain (Loss)
on Investment and Foreign Currency
Transactions
Net realized gain (loss) on:
Investment transactions............. 847,653
Foreign currency transactions....... (6,299)
Net change in unrealized appreciation/depreciation of:
Investments......................... 5,871,002
Foreign currency denominated assets
and liabilities................... (196,181)
---------------
Net gain on investment and
foreign currency transactions....... 6,516,175
Net Increase in Net Assets
from Operations...................... $ 6,155,983
---------------
See notes to financial statements.
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AllianceBernstein All-Asia Investment Fund o 11
STATEMENT OF CHANGES IN NET ASSETS
Year Ended Year Ended
October 31, October 31,
2003 2002
--------------- ---------------
Increase (Decrease) in Net Assets
from Operations
Net investment loss.................... $ (360,192) $ (699,969)
Net realized gain (loss) on investment
and foreign currency transactions.... 841,354 (3,419,691)
Net change in unrealized
appreciation/depreciation
of investments and foreign
currency denominated assets
and liabilities...................... 5,674,821 2,153,157
--------------- ---------------
Net increase (decrease) in net assets
from operations...................... 6,155,983 (1,966,503)
Capital Stock Transactions
Net decrease........................... (3,088,740) (4,727,802)
--------------- ---------------
Total increase (decrease).............. 3,067,243 (6,694,305)
Net Assets
Beginning of period.................... 24,013,880 30,708,185
--------------- ---------------
End of period.......................... $ 27,081,123 $ 24,013,880
--------------- ---------------
See notes to financial statements.
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12 o AllianceBernstein All-Asia Investment Fund
NOTES TO FINANCIAL STATEMENTS
October 31, 2003
NOTE A
Significant Accounting Policies
AllianceBernstein All-Asia Investment Fund, Inc. (the "Fund"), formerly Alliance
All-Asia Investment Fund, Inc., was organized as a Maryland corporation on
September 21, 1994 and is registered under the Investment Company Act of 1940 as
an open-end management investment company. The Fund offers Class A, Class B,
Class C and Advisor Class shares. Class A shares are sold with a front-end sales
charge of up to 4.25%. With respect to purchases of $1,000,000 or more, Class A
shares redeemed within one year of purchase may be subject to a contingent
deferred sales charge of 1%. Class B shares are sold with a contingent deferred
sales charge which declines from 4.00% to zero depending on the period of time
the shares are held. Class B shares will automatically convert to Class A shares
eight years after the end of the calendar month of purchase. Class C shares are
subject to a contingent deferred sales charge of 1.00% on redemptions made
within the first year after purchase. Advisor Class shares are sold without an
initial or contingent deferred sales charge and are not subject to ongoing
distribution expenses. Advisor Class shares are offered to investors
participating in fee-based programs and to certain retirement plan accounts. All
four classes of shares have identical voting, dividend, liquidation and other
rights, except that each class bears different distribution expenses and has
exclusive voting rights with respect to its distribution plan. The financial
statements have been prepared in conformity with accounting principles generally
accepted in the United States, which require management to make certain
estimates and assumptions that affect the reported amounts of assets and
liabilities in the financial statements and amounts of income and expenses
during the reporting period. Actual results could differ from those estimates.
Additional information about some of the items discussed in these Notes to
Financial Statements is contained in the Fund's Statement ofAdditional
Information, which is available upon request. The following is a summary of
significant accounting policies followed by the Fund.
1. Security Valuation
In accordance with Pricing Policies adopted by the Board of Directors of the
Fund (the "Pricing Policies") and applicable law, portfolio securities are
valued at current market value or at fair value. The Board of Directors has
delegated to Alliance Capital Management L.P. (the "Adviser"), subject to the
Board's continuing oversight, certain responsibilities with respect to the
implementation of the Pricing Policies. Pursuant to the Pricing Policies,
securities for which market quotations are readily available are valued at their
current market value. In general, the market value of these securities is
determined as follows:
Securities listed on a national securities exchange or on a foreign securities
exchange are valued at the last sale price at the close of the exchange or
foreign securities exchange. If there has been no sale on such day, the
securities are valued at the mean of the closing bid and asked prices on such
day. If no bid or
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AllianceBernstein All-Asia Investment Fund o 13
asked prices are quoted on such day, then the security is valued in good faith
at fair value in accordance with the Pricing Policies. Securities listed on more
than one exchange are valued by reference to the principal exchange on which the
securities are traded; securities not listed on an exchange but traded on The
Nasdaq Stock Market, Inc. ("NASDAQ") are valued in accordance with the NASDAQ
Official Closing Price; listed put or call options are valued at the last sale
price. If there has been no sale on that day, such securities will be valued at
the closing bid prices on that day; open futures contracts and options thereon
are valued using the closing settlement price or, in the absence of such a
price, the most recent quoted bid price. If there are no quotations available
for the day of valuations, the last available closing settlement price is used;
securities traded in the over-the-counter market, (but excluding securities
traded on NASDAQ) are valued at the mean of the current bid and asked prices as
reported by the National Quotation Bureau or other comparable sources; U.S.
Government securities and other debt instruments having 60 days or less
remaining until maturity are valued at amortized cost if their original maturity
was 60 days or less, or by amortizing their fair value as of the 61st day prior
to maturity if their original term to maturity exceeded 60 days; fixed-income
securities, including mortgage backed and asset backed securities, may be valued
on the basis of prices provided by a pricing service or at a price obtained from
one or more of the major broker/dealers. In cases where broker/dealer quotes are
obtained, the Pricing Policies provide that the Adviser may establish procedures
whereby changes in market yields or spreads are used to adjust, on a daily
basis, a recently obtained quoted price on a security; and OTC and other
derivatives are valued on the basis of a quoted bid price or spread from a major
broker/dealer in such security. Securities for which market quotations are not
readily available are valued at fair value in accordance with the Pricing
Policies.
2. Currency Translation
Assets and liabilities denominated in foreign currencies and commitments under
forward exchange currency contracts are translated into U.S. dollars at the mean
of the quoted bid and asked prices of such currencies against the U.S. dollar.
Purchases and sales of portfolio securities are translated into U.S. dollars at
the rates of exchange prevailing when such securities were acquired or sold.
Income and expenses are translated into U.S. dollars at rates of exchange
prevailing when accrued.
Net realized gain or loss on foreign currency transactions represents foreign
exchange gains and losses from sales and maturities of foreign fixed income
investments, foreign currency exchange contracts, holding of foreign currencies,
currency gains or losses realized between the trade and settlement dates on
foreign investment transactions, and the difference between the amounts of
dividends, interest and foreign withholding taxes recorded on the Fund's books
and the U.S. dollar equivalent amounts actually received or paid. Net unrealized
currency gains and losses from valuing foreign currency denominated assets and
- --------------------------------------------------------------------------------
14 o AllianceBernstein All-Asia Investment Fund
liabilities at period end exchange rates are reflected as a component of net
unrealized appreciation or depreciation of investments and foreign currency
denominated assets and liabilities.
3. Taxes
It is the Fund's policy to meet the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute all of its
investment company taxable income and net realized gains, if any, to
shareholders. Therefore, no provisions for federal income or excise taxes are
required.
4. Income and Expenses
All income earned and expenses incurred by the Fund are borne on a pro-rata
basis by each outstanding class of shares, based on the proportionate interest
in the Fund represented by the net assets of such class, except that the Fund's
Class B and Class C shares bear higher distribution and transfer agent fees than
Class A shares and Advisor Class shares. Advisor Class shares also have no
distribution fees.
5. Investment Income and Investment Transactions
Dividend income is recorded on the ex-dividend date. Interest income is accrued
daily. Investment transactions are accounted for on the date securities are
purchased or sold. Investment gains and losses are determined on the identified
cost basis. The Fund accretes discounts on short-term securities as adjustments
to interest income.
6. Dividends and Distributions
Dividends and distributions to shareholders, if any, are recorded on the
ex-dividend date. Income dividends and capital gains distributions are
determined in accordance with federal tax regulations and may differ from those
determined in accordance with accounting principles generally accepted in the
United States. To the extent these differences are permanent, such amounts are
reclassified within the capital accounts based on their federal tax basis
treatment; temporary differences do not require such reclassification.
NOTE B
Advisory Fee and Other Transactions with Affiliates
Under an investment advisory agreement, the Fund pays the Adviser an advisory
fee at an annual rate of 1% of the Fund's average daily net assets. Such fee is
accrued daily and paid monthly. The Adviser has agreed to waive its fees and
bear certain expenses to the extent necessary to limit total operating expenses
on an annual basis to 3.00%, 3.70%, 3.70% and 2.70% of the daily average net
assets for the Class A, Class B, Class C and Advisor Class shares, respectively.
For the year ended October 31, 2003, such waivers and reimbursement amounted to
$417,679.
- --------------------------------------------------------------------------------
AllianceBernstein All-Asia Investment Fund o 15
Under the terms of an Administrative Agreement, the Fund pays Alliance Capital
Management L.P. (the "Administrator") a monthly fee equal to the annualized rate
of .15 of 1% of the Fund's average daily net assets. For the year ended October
31, 2003, the Adviser agreed to waive its fees. Such waiver amounted to $35,500.
The Administrator provides administrative functions to the Fund as well as other
clerical services. The Administrator also prepares financial and regulatory
reports for the Fund.
The Fund compensates Alliance Global Investor Services, Inc. (AGIS), a
wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for
providing personnel and facilities to perform transfer agency services for the
Fund. Such compensation amounted to $137,769 for the year ended October 31,
2003.
For the year ended October 31, 2003, the Fund's expenses were reduced by $82
under an expense offset arrangement with AGIS.
AllianceBernstein Investment Research and Management, Inc. (the "Distributor"),
formerly Alliance Fund Distributors, Inc., a wholly-owned subsidiary of the
Adviser, serves as the distributor of the Fund's shares. The Distributor has
advised the Fund that it has retained front-end sales charges of $1,083 from the
sales of Class A shares and received $40, $11,649 and $13,575 in contingent
deferred sales charges imposed upon redemptions by shareholders of Class A,
Class B and Class C shares, respectively, for the year ended October 31, 2003.
Brokerage commissions paid on investment transactions for the year ended October
31, 2003, amounted to $118,873, none of which was paid to Sanford C. Bernstein &
Co. LLC, an affiliate of the Adviser.
NOTE C
Distribution Services Agreement
The Fund has adopted a Distribution Services Agreement (the "Agreement")
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the
Agreement, the Fund pays distribution and servicing fees to the Distributor at
an annual rate of up to .30 of 1% of the Fund's average daily net assets
attributable to Class A shares and 1% of the average daily net assets
attributable to both Class B and Class C shares. There are no distribution and
servicing fees on the Advisor Class shares. The fees are accrued daily and paid
monthly. The Agreement provides that the Distributor will use such payments in
their entirety for distribution assistance and promotional activities. The
Distributor has advised the Fund that it has incurred expenses in excess of the
distribution costs reimbursed by the Fund in the amounts of $3,809,096 and
$786,090 for Class B and Class C shares respectively. Such costs may be
recovered from the Fund in future
- --------------------------------------------------------------------------------
16 o AllianceBernstein All-Asia Investment Fund
periods so long as the Agreement is in effect. In accordance with the Agreement,
there is no provision for recovery of unreimbursed distribution costs incurred
by the Distributor beyond the current fiscal year for Class A shares. The
Agreement also provides that the Adviser may use its own resources to finance
the distribution of the Fund's shares.
NOTE D
Investment Transactions
Purchases and sales of investment securities (excluding short-term investments)
for the year ended October 31, 2003, were as follows:
Purchases Sales
--------------- ---------------
Investment securities (excluding
U.S. government securities).......... $ 33,501,318 $ 36,695,836
U.S. government securities............. -0- -0-
The cost of investments for federal income tax purposes gross unrealized
appreciation and unrealized depreciation (excluding foreign currency
transactions) are as follows:
Cost.................................................... $ 20,933,520
---------------
Gross unrealized appreciation........................... $ 5,794,901
Gross unrealized depreciation........................... (125,989)
---------------
Net unrealized appreciation............................. $ 5,668,912
---------------
Forward Exchange Currency Contracts
The Fund may enter into forward exchange currency contracts in order to hedge
its exposure to changes in foreign currency exchange rates on its foreign
portfolio holdings, to hedge certain firm purchase and sales commitments
denominated in foreign currencies and for investment purposes. A forward
exchange currency contract is a commitment to purchase or sell a foreign
currency on a future date at a negotiated forward rate. The gain or loss arising
from the difference between the original contracts and the closing of such
contracts would be included in net realized gain or loss on foreign currency
transactions.
Fluctuations in the value of open forward exchange currency contracts are
recorded for financial reporting purposes as unrealized appreciation and
depreciation by the Fund.
The Fund's custodian will place and maintain cash not available for investment
or other liquid assets in a separate account of the Fund having a value at least
equal to the aggregate amount of the Fund's commitments under forward exchange
currency contracts entered into with respect to position hedges. Risks may arise
from the potential inability of a counterparty to meet the terms of a contract
and from unanticipated movements in the value of foreign currency relative to
the
- --------------------------------------------------------------------------------
AllianceBernstein All-Asia Investment Fund o 17
U.S. dollar. The face or contract amount in U.S. dollars reflects the total
exposure the Fund has in that particular currency contract.
NOTE E
Capital Stock
There are 12,000,000,000 shares of $0.001 par value capital stock authorized,
divided into four classes, designated Class A, Class B, Class C and Advisor
Class. Each class consists of 3,000,000,000 authorized shares.
Transactions in capital stock were as follows:
================================================================================
Shares Amount
Year Ended Year Ended Year Ended Year Ended
October 31, October 31, October 31, October 31,
2003 2002 2003 2002
- --------------------------------------------------------------------------------
Class A
Shares sold 9,296,115 9,860,667 $ 40,931,193 $ 50,758,084
- --------------------------------------------------------------------------------
Shares converted
from Class B 67,180 51,118 312,640 269,713
- --------------------------------------------------------------------------------
Shares redeemed (9,629,401) (9,963,036) (42,969,575) (51,972,086)
- --------------------------------------------------------------------------------
Net decrease (266,106) (51,251) $ (1,725,742) $ (944,289)
================================================================================
Class B
Shares sold 3,639,555 4,176,162 $ 15,280,262 $ 20,434,645
- --------------------------------------------------------------------------------
Shares converted
to Class A (71,892) (54,192) (312,640) (269,713)
- --------------------------------------------------------------------------------
Shares redeemed (3,797,802) (4,625,718) (16,026,252) (22,841,093)
- --------------------------------------------------------------------------------
Net decrease (230,139) (503,748) $ (1,058,630) $ (2,676,161)
================================================================================
Class C
Shares sold 16,052,797 11,499,183 $ 67,166,471 $ 55,039,799
- --------------------------------------------------------------------------------
Shares redeemed (15,973,157) (11,591,725) (67,463,119) (56,180,392)
- --------------------------------------------------------------------------------
Net increase
(decrease) 79,640 (92,542) $ (296,648) $ (1,140,593)
================================================================================
Advisor Class
Shares sold 3,719,861 2,517,078 $ 16,744,849 $ 13,103,383
- --------------------------------------------------------------------------------
Shares redeemed (3,640,106) (2,486,831) (16,752,569) (13,070,142)
- --------------------------------------------------------------------------------
Net increase
(decrease) 79,755 30,247 $ (7,720) $ 33,241
================================================================================
- --------------------------------------------------------------------------------
18 o AllianceBernstein All-Asia Investment Fund
NOTE F
Concentration of Risk
Investing in securities of foreign companies involves special risks which
include the possibility of future political and economic developments which
could adversely affect the value of such securities. Moreover, securities of
many foreign companies and their markets may be less liquid and their prices
more volatile than those of United States companies. The securities markets of
many Asian countries are relatively small, with the majority of market
capitalization and trading volume concentrated in a limited number of companies
representing a small number of industries. Consequently, the Fund's investment
portfolio may experience greater price volatility and significantly lower
liquidity than a portfolio invested in equity securities of U.S. companies.
These markets may be subject to greater influence by adverse events generally
affecting the market, and by large investors trading significant blocks of
securities, than is usual in the United States.
NOTE G
Joint Credit Facility
A number of open-end mutual funds managed by the Adviser, including the Fund,
participate in a $500 million revolving credit facility (the "Facility")
intended to provide for short-term financing if necessary, subject to certain
restrictions, in connection with abnormal redemption activity. Commitment fees
related to the Facility are paid by the participating funds and are included in
miscellaneous expenses in the statement of operations. The Fund did not utilize
the Facility during the year ended October 31, 2003.
NOTE H
Components of Accumulated Earnings (Deficit)
As of October 31, 2003, the components of accumulated earnings/(deficit) on a
tax basis were as follows:
Accumulated capital and other losses.................... $ (22,673,292)(a)
Unrealized appreciation/(depreciation).................. 5,472,678(b)
---------------
Total accumulated earnings/(deficit).................... $ (17,200,614)
---------------
(a) On October 31, 2003, the Fund had a net capital loss carryforward of
$22,673,292 of which $18,922,133 expires in the year 2009 and $3,751,159
expires in the year 2010. To the extent future capital gains are offset by
capital loss carryforwards, such gains will not be distributed. During the
current fiscal year, $561,531 of the capital loss carryforward was utilized.
(b) The difference between book-basis and tax-basis unrealized
appreciation/(depreciation) is attributable primarily to the tax deferral of
losses on wash sales.
During the current fiscal year, permanent differences, primarily due to net
operating losses, foreign currency transactions and withholding tax reclass,
resulted in a net decrease in accumulated net investment loss, a decrease in
accumulated net realized loss on investment and foreign currency transactions
and a corresponding decrease in additional paid-in capital. This
reclassification had no effect on net assets.
- --------------------------------------------------------------------------------
AllianceBernstein All-Asia Investment Fund o 19
NOTE I
Legal Proceedings
As has been previously reported in the press, the Staff of the U.S. Securities
and Exchange Commission ("SEC") and the Office of the New York Attorney General
("NYAG") have been investigating practices in the mutual fund industry
identified as "market timing" and "late trading" of mutual fund shares. Certain
other regulatory authorities have also been conducting investigations into these
practices within the industry and have requested that Alliance Capital
Management L.P. ("Alliance Capital"), the Fund's Adviser, provide information to
them. Alliance Capital has been cooperating and will continue to cooperate with
all of these authorities. Please see "Subsequent Events" below for a description
of the agreements reached by Alliance Capital and the SEC and NYAG in connection
with the investigations mentioned above.
A special committee of Alliance Capital's Board of Directors, comprised of the
members of Alliance Capital's Audit Committee and the other independent member
of the Board, is continuing to direct and oversee an internal investigation and
a comprehensive review of the facts and circumstances relevant to the SEC's and
the NYAG's investigations.
On October 2, 2003, a putative class action complaint entitled Hindo et al. v.
AllianceBernstein Growth & Income Fund et al. (the "Hindo Complaint") was filed
against Alliance Capital; Alliance Capital Management Holding L.P.; Alliance
Capital Management Corporation; AXA Financial, Inc.; certain of the
AllianceBernstein Mutual Funds, including the Fund; Gerald Malone; Charles
Schaffran (collectively, the "Alliance Capital defendants"); and certain other
defendants not affiliated with Alliance Capital. The Hindo Complaint was filed
in the United States District Court for the Southern District of New York by
alleged shareholders of two of the AllianceBernstein Mutual Funds. The Hindo
Complaint alleges that certain of the Alliance Capital defendants failed to
disclose that they improperly allowed certain hedge funds and other unidentified
parties to engage in late trading and market timing of AllianceBernstein Fund
securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b)
and 20(a) of the Exchange Act, and Sections 206 and 215 of the Advisers Act.
Plaintiffs seek an unspecified amount of compensatory damages and rescission of
their contracts with Alliance Capital, including recovery of all fees paid to
Alliance Capital pursuant to such contracts.
Since October 2, 2003, more than thirty additional lawsuits making factual
allegations similar to those in the Hindo Complaint were filed against Alliance
Capital and certain other defendants. All of these lawsuits seek an unspecified
amount of damages.
As a result of the matters more fully discussed in the note entitled "Subsequent
Events" below, investors in the AllianceBernstein Mutual Funds may choose to
- --------------------------------------------------------------------------------
20 o AllianceBernstein All-Asia Investment Fund
redeem their investments. This may require the AllianceBernstein Mutual Funds to
sell investments held by those funds to provide for sufficient liquidity and
could also have an adverse effect on the investment performance of the
AllianceBernstein Mutual Funds.
NOTE J
Subsequent Events
On December 18, 2003, Alliance Capital, the Fund's Adviser, confirmed that it
had reached terms with the SEC and the NYAG for the resolution of regulatory
claims relating to the practice of "market timing" mutual fund shares in some of
the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in
an Order of the Commission ("SEC Order"). The agreement with the NYAG is subject
to final, definitive documentation. Among the key provisions of these agreements
are the following:
(i) Alliance Capital agreed to establish a $250 million fund (the
"Reimbursement Fund") to compensate mutual fund shareholders for the
adverse effects of market timing attributable to the market timing
relationships described in the SEC Order (i.e., relationships
Alliance Capital maintained with some investors who were permitted
to engage in market timing trades in some of the AllianceBernstein
Mutual Funds in return for or in connection with making investments
(which were not actively traded) in other Alliance Capital products,
including hedge funds and mutual funds, for which Alliance Capital
receives advisory fees). According to the SEC Order, the
Reimbursement Fund is to be paid, in order of priority, to fund
investors based on (i) their aliquot share of losses suffered by the
fund due to market timing, and (ii) a proportionate share of
advisory fees paid by such fund during the period of such market
timing;
(ii) Alliance Capital agreed to reduce the advisory fees it receives from
some of the AllianceBernstein long-term, open-end retail funds,
commencing January 1, 2004, for a period of at least five years. The
determination of which funds will have their fees reduced and to
what degree is subject to the terms of the definitive agreement with
the NYAG; and
(iii) Alliance Capital agreed to implement changes to its governance and
compliance procedures. Additionally, the SEC Order contemplates that
Alliance Capital's registered investment company clients, including
the Fund, will introduce governance and compliance changes.
- --------------------------------------------------------------------------------
AllianceBernstein All-Asia Investment Fund o 21
FINANCIAL HIGHLIGHTS
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
======================================================
Class A
======================================================
Year Ended October 31,
------------------------------------------------------
2003 2002 2001 2000 1999
------------------------------------------------------
Net asset value,
beginning of period..... .......... $ 4.57 $ 5.24 $ 9.71 $10.46 $ 5.86
------------------------------------------------------
Income From Investment
Operations
Net investment loss(a).. ............ (.05)(b) (.11)(b) (.15)(b) (.19) (.10)(b)
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions............ .......... 1.00 (.56) (3.21) (.56) 4.70
------------------------------------------------------
Net increase (decrease)
in net asset value from
operations.............. .......... .95 (.67) (3.36) (.75) 4.60
------------------------------------------------------
Less: Distributions
Distributions from net
realized gains on
investment and foreign
currency transactions... .......... -0- -0- (1.01) -0- -0-
Distributions in excess of
net realized gains...... .......... -0- -0- (.10) -0- -0-
------------------------------------------------------
Total distributions..... ............ -0- -0- (1.11) -0- -0-
------------------------------------------------------
Net asset value,
end of period........... .......... $ 5.52 $ 4.57 $ 5.24 $ 9.71 $ 10.46
------------------------------------------------------
Total Return
Total investment return based
on net asset value(c)... .......... 20.79% (12.79)% (38.77)% (7.17)% 78.50%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted)......... .......... $8,385 $8,168 $9,637 $20,436 $40,040
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements........ .......... 3.00% 3.00% 3.00% 2.35%(d) 2.45%(d)
Expenses, before waivers/
reimbursements........ .......... 4.85% 4.26% 3.19% 2.35% 2.93%
Expenses, before waivers/
reimbursements
excluding interest
expense............... .......... 4.85% 4.26% 3.19% 2.30%(e) 2.93%
Net investment loss,
net of waivers/
reimbursements........ .......... (1.18)% (1.99)% (2.20)% (1.51)% (1.20)%
Portfolio turnover rate. ............ 146% 207% 150% 153% 119%
See footnote summary on page 26.
- --------------------------------------------------------------------------------
22 o AllianceBernstein All-Asia Investment Fund
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
======================================================
Class B
======================================================
Year Ended October 31,
------------------------------------------------------
2003 2002 2001 2000 1999
------------------------------------------------------
Net asset value,
beginning of period..... .......... $ 4.29 $ 4.95 $ 9.30 $10.09 $ 5.71
------------------------------------------------------
Income From Investment
Operations
Net investment loss(a).. ............ (.08)(b) (.13)(b) (.18)(b) (.29) (.18)(b)
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions............ .......... .93 (.53) (3.06) (.50) 4.56
------------------------------------------------------
Net increase (decrease)
in net asset value from
operations.............. .......... .85 (.66) (3.24) (.79) 4.38
------------------------------------------------------
Less: Distributions
Distributions from net
realized gains on
investment and foreign
currency transactions... .......... -0- -0- (1.01) -0- -0-
Distributions in excess of
net realized gains...... .......... -0- -0- (.10) -0- -0-
------------------------------------------------------
Total distributions..... ............ -0- -0- (1.11) -0- -0-
------------------------------------------------------
Net asset value,
end of period........... .......... $ 5.14 $ 4.29 $ 4.95 $ 9.30 $ 10.09
------------------------------------------------------
Total Return
Total investment return based
on net asset value(c)... .......... 19.81% (13.33)% (39.25)% (7.83)% 76.71%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted)......... .......... $11,419 $10,513 $14,640 $35,927 $38,108
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements........ .......... 3.70% 3.70% 3.70% 3.18%(d) 3.48%(d)
Expenses, before waivers/
reimbursements........ .......... 5.70% 5.11% 4.00% 3.18% 3.96%
Expenses, before waivers/
reimbursements
excluding interest
expense............... .......... 5.70% 5.11% 4.00% 3.13%(e) 3.96%
Net investment loss,
net of waivers/
reimbursements........ .......... (1.90)% (2.69)% (2.94)% (2.32)% (2.31)%
Portfolio turnover rate. ............ 146% 207% 150% 153% 119%
See footnote summary on page 26.
- --------------------------------------------------------------------------------
AllianceBernstein All-Asia Investment Fund o 23
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
======================================================
Class C
======================================================
Year Ended October 31,
------------------------------------------------------
2003 2002 2001 2000 1999
------------------------------------------------------
Net asset value,
beginning of period..... .......... $ 4.30 $ 4.96 $ 9.32 $10.12 $ 5.72
------------------------------------------------------
Income From Investment
Operations
Net investment loss(a).. ............ (.08)(b) (.14)(b) (.18)(b) (.29) (.18)(b)
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions............ .......... .94 (.52) (3.07) (.51) 4.58
------------------------------------------------------
Net increase (decrease)
in net asset value from
operations.............. .......... .86 (.66) (3.25) (.80) 4.40
------------------------------------------------------
Less: Distributions
Distributions from net
realized gains on
investment and foreign
currency transactions... .......... -0- -0- (1.01) -0- -0-
Distributions in excess of
net realized gains...... .......... -0- -0- (.10) -0- -0-
------------------------------------------------------
Total distributions..... ............ -0- -0- (1.11) -0- -0-
------------------------------------------------------
Net asset value,
end of period........... .......... $ 5.16 $ 4.30 $ 4.96 $ 9.32 $ 10.12
------------------------------------------------------
Total Return
Total investment return based
on net asset value(c)... .......... 20.00% (13.31)% (39.28)% (7.90)% 76.92%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted)......... .......... $3,773 $2,805 $3,695 $11,284 $10,060
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements........ .......... 3.70% 3.70% 3.70% 3.18%(d) 3.41%(d)
Expenses, before waivers/
reimbursements........ .......... 5.59% 5.00% 3.94% 3.18% 3.89%
Expenses, before waivers/
reimbursements
excluding interest
expense............... .......... 5.59% 5.00% 3.94% 3.13%(e) 3.89%
Net investment loss,
net of waivers/
reimbursements........ .......... (1.80)% (2.74)% (2.93)% (2.31)% (2.21)%
Portfolio turnover rate. ............ 146% 207% 150% 153% 119%
See footnote summary on page 26.
- --------------------------------------------------------------------------------
24 o AllianceBernstein All-Asia Investment Fund
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
======================================================
Advisor Class
======================================================
Year Ended October 31,
------------------------------------------------------
2003 2002 2001 2000 1999
------------------------------------------------------
Net asset value,
beginning of period..... .......... $ 4.64 $ 5.31 $ 9.81 $10.54 $ 5.90
------------------------------------------------------
Income From Investment
Operations
Net investment loss(a).. ............ (.04)(b) (.09)(b) (.12)(b) (.17) (.10)(b)
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions............ .......... 1.01 (.58) (3.27) (.56) 4.74
------------------------------------------------------
Net increase (decrease)
in net asset value from
operations.............. .......... .97 (.67) (3.39) (.73) 4.64
------------------------------------------------------
Less: Distributions
Distributions from net
realized gains on
investment and foreign
currency transactions... .......... -0- -0- (1.01) -0- -0-
Distributions in excess of
net realized gains...... .......... -0- -0- (.10) -0- -0-
------------------------------------------------------
Total distributions..... ............ -0- -0- (1.11) -0- -0-
------------------------------------------------------
Net asset value,
end of period........... .......... $ 5.61 $ 4.64 $ 5.31 $ 9.81 $ 10.54
------------------------------------------------------
Total Return
Total investment return based
on net asset value(c)... .......... 20.91% (12.62)% (38.68)% (6.93)% 78.64%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted)......... .......... $3,504 $2,528 $2,736 $5,155 $4,746
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements........ .......... 2.70% 2.70% 2.70% 2.19%(d) 2.45%(d)
Expenses, before waivers/
reimbursements........ .......... 4.53% 3.96% 2.89% 2.19% 2.93%
Expenses, before waivers/
reimbursements
excluding interest
expense............... .......... 4.53% 3.96% 2.89% 2.14%(e) 2.93%
Net investment loss,
net of waivers/
reimbursements........ .......... (.91)% (1.69)% (1.90)% (1.31)% (1.33)%
Portfolio turnover rate. ............ 146% 207% 150% 153% 119%
See footnote summary on page 26.
- --------------------------------------------------------------------------------
AllianceBernstein All-Asia Investment Fund o 25
(a) Based on average shares outstanding.
(b) Net of expenses waived by the Adviser.
(c) Total investment return is calculated assuming an initial investment made at
the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period. Initial sales charges or
contingent deferred sales charges are not reflected in the calculation of
total investment return. Total return does not reflect the deduction of
taxes that a shareholder would pay on fund distributions or the redemption
of fund shares. Total investment return calculated for a period of less than
one year is not annualized.
(d) Ratios reflect expenses grossed up for expense offset arrangement with the
Transfer Agent. For the periods shown below, the net expense ratios were as
follows:
Year Ended October 31,
------------------------------
2000 1999
------------------------------
Class A............... 2.34% 2.43%
Class B............... 3.17% 3.46%
Class C............... 3.16% 3.39%
Advisor Class......... 2.18% 2.43%
(e) Net of interest expense of .04 % on credit facility. (see Note G)
- --------------------------------------------------------------------------------
26 o AllianceBernstein All-Asia Investment Fund
REPORT OF ERNST & YOUNG LLP
INDEPENDENT AUDITORS
To the Shareholders and Board of Directors of AllianceBernstein
All-Asia Investment Fund, Inc.
We have audited the accompanying statement of assets and liabilities of
AllianceBernstein All-Asia Investment Fund, Inc., formerly Alliance All-Asia
Investment Fund, Inc. (the "Fund"), including the portfolio of investments, as
of October 31, 2003, and the related statement of operations for the year then
ended, the statement of changes in net assets for each of the two years in the
period then ended, and the financial highlights for each of the five years in
the period then ended. These financial statements and financial highlights are
the responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and financial highlights. Our procedures included
confirmation of securities owned as of October 31, 2003, by correspondence with
the custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
AllianceBernstein All-Asia Investment Fund, Inc. at October 31, 2003, the
results of its operations for the year then ended, the changes in its net assets
for each of the two years in the period then ended, and the financial highlights
for each of the five years in the period then ended, in conformity with
accounting principles generally accepted in the United States.
/s/ Ernst & Young LLP
New York, New York
December 12, 2003,
except for Note J
as to which the date is
December 23, 2003
- --------------------------------------------------------------------------------
AllianceBernstein All-Asia Investment Fund o 27
BOARD OF DIRECTORS
David H. Dievler(1)
John H. Dobkin(1)
W.H. Henderson(1)
Alan Stoga(1)
OFFICERS
Marc O. Mayer, President
Thomas J. Bardong, Vice President
Russell Brody, Vice President
Bhaskar Laxminarayan(2), Vice President
Hiroshi Motoki(2), Senior Vice President
David Poh, Vice President
Mark R. Manley, Secretary
Mark D. Gersten, Treasurer and Chief Financial Officer
Vincent S. Noto, Controller
Custodian
Brown Brothers Harriman & Co.
40 Water Street
Boston, MA 02109
Principal Underwriter
AllianceBernstein Investment Research and Management, Inc.
1345 Avenue of the Americas
New York, NY 10105
Legal Counsel
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
Independent Auditors
Ernst & Young LLP
5 Times Square
New York, NY 10036
Transfer Agent
Alliance Global Investor Services, Inc.
P.O. Box 786003
San Antonio, TX 78278-6003
Toll-Free (800) 221-5672
(1) Member of the Audit Committee.
(2) Messrs. Motoki and Laxminarayan are the persons primarily responsible for
the day-to-day management of the Fund's investment portfolio.
- --------------------------------------------------------------------------------
28 o AllianceBernstein All-Asia Investment Fund
MANAGEMENT OF THE FUND
Board of Directors Information
The business and affairs of the Fund are managed under the direction of the
Board of Directors. Certain information concerning the Fund's Directors is set
forth below.
PORTFOLIOS
IN FUND OTHER
NAME, AGE OF DIRECTOR, PRINCIPAL COMPLEX DIRECTORSHIPS
ADDRESS OCCUPATION(S) OVERSEEN BY HELD BY
(YEARS OF SERVICE*) DURING PAST 5 YEARS DIRECTOR DIRECTOR
- --------------------------------------------------------------------------------------------------------------------
DISINTERESTED DIRECTORS
David H. Dievler, #, 74 Independent consultant. Until 100 None
P.O. Box 167 December 1994, he was a Senior
Spring Lake, NJ 07762 Vice President of Alliance
(9) Capital Management Corporation
("ACMC") responsible for mutual fund
administration. Prior to joining ACMC
in 1984, he was Chief Financial Officer of
Eberstadt Asset Management since 1968.
Prior to that, he was a Senior Manager
at Price Waterhouse & Co. Member of
American Institute of Certified Public
Accountants since 1953.
John H. Dobkin, #, 61 Consultant. Formerly President 98 None
P.O. Box 12 of Save Venice, Inc. (preservation
Annandale, NY 12504 organization) from 2001-2002,
(9) a Senior Advisor from June 1999-June 2000
and President of Historic Hudson Valley
(historic preservation) from December 1989-
May 1999. Previously, Director of the
National Academy of Design and during
1988-1992, he was Director and Chairman of
the Audit Committee of ACMC.
W. H. Henderson, #, 76, Joined the Royal Dutch/Shell 2 None
Withye's Garden Group in 1948 and served in
Lower Acreman Street Singapore, Japan, South Africa,
Sherborne, Dorset Hong Kong and London. The greater part of
DT9 3EX his service was in Japan and between 1969
United Kingdom and 1972 he was Managing Director and
(9) Chief Executive Officer of the Shell
Company of Hong Kong Limited. Mr. Henderson
retired from the Royal Dutch/Shell Group
in 1974 in rder to establish his own oil
and gas consultancy business. Mr. Henderson
is currently a Director of a number of
investment companies.
- --------------------------------------------------------------------------------
AllianceBernstein All-Asia Investment Fund o 29
PORTFOLIOS
IN FUND OTHER
NAME, AGE OF DIRECTOR, PRINCIPAL COMPLEX DIRECTORSHIPS
ADDRESS OCCUPATION(S) OVERSEEN BY HELD BY
(YEARS OF SERVICE*) DURING PAST 5 YEARS DIRECTOR DIRECTOR
- --------------------------------------------------------------------------------------------------------------------
DISINTERESTED DIRECTORS
(continued)
Alan Stoga, #, 52 President of Zemi Communications, 2 None
Zemi Communications L.L.C. since prior to 1998. He is
99 Madison Avenue a member of the Board of
New York, NY 10016 Directors of Tinker Foundation,
(9) the Americas Society (Vice Chairman),
Council of the Americas, Claremont
Graduate University School of Politics
and Economics, the Center for Global
Finance of the Lubin School of Business
and Argentine American Chamber of
Commerce (President). Formerly, he was
President of Zemi Investments from 1995
through 1998 and Managing Director of
Kissinger Associates, Inc. from 1984
through 1996.
INTERESTED DIRECTOR
Marc O. Mayer, +, 46 Executive Vice President of ACMC 68 None
1345 Avenue of the since 2001; prior thereto, Chief
Americas Executive Officer of Sanford C.
New York, NY 10105 Bernstein & Co., LLC and its
(3 months) predecessor since prior to 1998.
* There is no stated term of office for the Fund's Directors.
# Member of the Audit Committee and the Nominating Committee.
+ Mr. Mayer is an "interested director", as defined in the 1940 Act, due to
his position as Executive Vice President of ACMC.
- --------------------------------------------------------------------------------
30 o AllianceBernstein All-Asia Investment Fund
OFFICER INFORMATION
Certain information concerning the Fund's Officers is listed below.
NAME, POSITION(S) PRINCIPAL OCCUPATION
ADDRESS* AND AGE HELD WITH FUND DURING PAST 5 YEARS**
- ------------------------------------------------------------------------------------------------------
Marc O. Mayer, 46 President See biography above.
Thomas J. Bardong, 58 Vice President Senior Vice President of Alliance Capital
Management Corporation ("ACMC")**, with
which he has been associated since prior
to 1998.
Russell Brody, 37 Vice President Vice President of ACMC**, with which he
has been associated since prior to 1998.
Hiroshi Motoki, 47 Vice President Senior Vice President, a Portfolio Manager
and Director of Asian Equities of ACMC**,
with which he has been associated since
prior to 1998.
David Poh, 37 Vice President Vice President of ACMC**, with which he has
been associated since 1998. Prior thereto he
was an investment analyst at the United
Overseas Bank Asset Management in Singapore
for three years since prior to 1998.
Bhaskar Laxminarayan, 35 Vice President Vice President of ACMC** in Bombay, with
which he has been associated since prior to 1998.
Mark R. Manley, 41 Secretary Senior Vice President and Acting General
Counsel of ACMC**, with which he has been
associated since prior to 1998.
Mark D. Gersten, 53 Treasurer and Chief Senior Vice President of Alliance Global
Financial Officer Investor Services, Inc. ("AGIS")**, and
Vice President of AllianceBernstein
Investment Research and Management, Inc.
("ABIRM")**, with which he has been associated
since prior to 1998.
Vincent S. Noto, 39 Controller Vice President of AGIS**, with which he has been
associated since prior to 1998.
- --------------------------------------------------------------------------------
* The address for each of the Fund's officers is 1345 Avenue of the Americas,
New York, NY 10105.
** ACMC, ABIRM, and AGIS are affiliates of the Fund.
The Fund's Statement of Additional Information ("SAI") has additional
information about the Fund's Directors and officers and is available without
charge upon request. Contact your financial representative or Alliance
Capital at (800)227-4618 for a free prospectus or SAI.
- --------------------------------------------------------------------------------
AllianceBernstein All-Asia Investment Fund o 31
ALLIANCEBERNSTEIN FAMILY OF FUNDS
================================================================================
Wealth Strategies Funds
Balanced Wealth Strategy
Wealth Appreciation Strategy
Wealth Preservation Strategy
Tax-Managed Balanced Wealth Strategy*
Tax-Managed Wealth Appreciation Strategy
Tax-Managed Wealth Preservation Strategy**
================================================================================
Blended Style Series
U.S. Large Cap Portfolio
================================================================================
Growth Funds
Domestic
Growth Fund
Health Care Fund
Mid-Cap Growth Fund
Premier Growth Fund
Small Cap Growth Fund+
Technology Fund
Global & International
All-Asia Investment Fund
Global Small Cap Fund
Greater China '97 Fund
International Premier Growth Fund
New Europe Fund
Worldwide Privatization Fund
Select Investor Series
Biotechnology Portfolio
Premier Portfolio
Technology Portfolio
================================================================================
Value Funds
Domestic
Balanced Shares
Disciplined Value Fund
Growth & Income Fund
Real Estate Investment Fund
Small Cap Value Fund
Utility Income Fund
Value Fund
Global & International
Global Value Fund
International Value Fund
================================================================================
Taxable Bond Funds
Americas Government Income Trust
Corporate Bond Portfolio
Emerging Market Debt Fund
Global Strategic Income Trust
High Yield Fund
Multi-Market Strategy Trust
Quality Bond Portfolio
Short Duration Portfolio
U.S. Government Portfolio
================================================================================
Municipal Bond Funds
National
Insured National
Arizona
California
Insured California
Florida
Massachusetts
Michigan
Minnesota
New Jersey
New York
Ohio
Pennsylvania
Virginia
================================================================================
Intermediate Municipal Bond Funds
Intermediate California
Intermediate Diversified
Intermediate New York
================================================================================
Closed-End Funds
All-Market Advantage Fund
ACM Income Fund
ACM Government Opportunity Fund
ACM Managed Dollar Income Fund
ACM Managed Income Fund
ACM Municipal Securities Income Fund
California Municipal Income Fund
National Municipal Income Fund
New York Municipal Income Fund
The Spain Fund
World Dollar Government Fund
World Dollar Government Fund II
We also offer Exchange Reserves,++ which serves as the money market fund
exchange vehicle for the AllianceBernstein mutual funds.
For more complete information on any AllianceBernstein mutual fund, including
investment objectives and policies, sales charges, expenses, risks and other
matters of importance to prospective investors, visit our web site at
www.alliancebernstein.com or call us at (800) 227-4618 for a current prospectus.
Please read the prospectus carefully before you invest or send money.
* Formerly Growth Investors Fund.
** Formerly Conservative Investors Fund.
+ Quasar Fund changed its name to Small Cap Growth Fund on 11/3/03.
++ An investment in the Fund is not a deposit in a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Although the Fund seeks to preserve the value of your
investment at $1.00 per share, it is possible to lose money by investing in
the Fund.
- --------------------------------------------------------------------------------
32 o AllianceBernstein All-Asia Investment Fund
ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND
1345 Avenue of the Americas
New York, NY 10105
(800) 221-5672
[LOGO] AllianceBernstein(SM)
Investment Research and Management
(SM) This service mark used under license from the owner, Alliance Capital
Management L.P.
AAFAR1003
ITEM 2. CODE OF ETHICS.
(a) The registrant has adopted a code of ethics that applies to its principal
executive officer, principal financial officer and principal accounting officer.
A copy of the registrant's code of ethics is filed herewith as Exhibit 10(a)(1).
(b) During the period covered by this report, no amendments were made to the
provisions of the code of ethics adopted in 2(a) above.
(c) During the period covered by this report, no implicit or explicit waivers to
the provisions of the code of ethics adopted in 2(a) above were granted.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The registrant's Board of Directors has determined that independent director
David H. Dievler qualifies as an audit committee financial expert.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Form N-CSR disclosure requirement not yet effective with respect to the
registrant.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to the registrant.
ITEM 6. [RESERVED]
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable to the registrant.
ITEM 8. [RESERVED]
ITEM 9. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive officer and principal financial officer
have concluded that the registrant's disclosure controls and procedures (as
defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended)
are effective at the reasonable assurance level based on their evaluation of
these controls and procedures as of a date within 90 days of the filing date of
this document.
(b) There were no significant changes in the registrant's internal controls that
could significantly affect these controls subsequent to the date of their
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
ITEM 10. EXHIBITS.
The following exhibits are attached to this Form N-CSR:
Exhibit No. DESCRIPTION OF EXHIBIT
----------- ----------------------
10 (a) (1) Code of ethics that is subject to the
disclosure of Item 2 hereof
10 (b) (1) Certification of Principal Executive Officer
Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
10 (b) (2) Certification of Principal Financial Officer
Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
10 (c) Certification of Principal Executive Officer
and Principal Financial Officer
Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant): AllianceBernstein All-Asia Investment Fund, Inc.
By: /s/ Marc O. Mayer
----------------------
Marc O. Mayer
President
Date: December 30, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ Marc O. Mayer
---------------------
Marc O. Mayer
President
Date: December 30, 2003
By: /s/ Mark D. Gersten
-----------------------
Mark D. Gersten
Treasurer and Chief Financial Officer
Date: December 30, 2003