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: 811-8776 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, 2004 Date of reporting period: April 30, 2004 ITEM 1. REPORTS TO STOCKHOLDERS. [LOGO] ALLIANCEBERNSTEIN (SM) Investment Research and Management AllianceBernstein All-Asia Investment Fund International Regional Semi-Annual Report--April 30, 2004 Investment Products Offered o Are Not FDIC Insured o May Lose Value o Are Not Bank Guaranteed The investment return and principal value of an investment in the Fund will fluctuate as the prices of the individual securities in which it invests fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. You should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For a free copy of the Fund's prospectus, which contains this and other information, visit our web site at www.alliancebernstein.com or call your financial advisor or Alliance at (800) 227-4618. Please read the prospectus carefully before you invest. You may obtain performance information current to the most recent month-end by visiting www.alliancebernstein.com (click on Investors/ Products & Services/ Mutual Funds). 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.alliancebernstein.com (click on Investors, then the "proxy voting policies and procedures" link on the left side of the page), or by going to the Securities and Exchange Commission's web site at www.sec.gov, or by calling Alliance Capital at (800) 227-4618. AllianceBernstein Investment Research and Management, Inc., is an affiliate of Alliance Capital Management L.P., the manager of the funds, and is a member of the NASD. June 21, 2004 Semi-Annual Report This report provides management's discussion of fund performance for AllianceBernstein All-Asia Investment Fund (the "Fund") for the semi-annual reporting period ended April 30, 2004. 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 April 30, 2004. 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 April 30, 2004 Returns 6 Months 12 Months AllianceBernstein All-Asia Investment Fund Class A 7.07% 43.10% Class B 6.81% 41.86% Class C 6.78% 42.01% MSCI AC Asia Pacific Free Index 10.77% 56.46% Lipper Pacific Region Funds Average 9.07% 53.51% * 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 April 30, 2004. Performance assumes reinvestment of distributions and does not account for taxes. 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. 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 16 Asia Pacific region countries. The unmanaged Lipper Pacific Region 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 - ------------------------------------------------------------------------------- ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 1 within this region. The Lipper Average included 42 and 41 funds for the six- and 12-month periods ended April 30, 2004, respectively. These funds have generally similar investment objectives to AllianceBernstein All-Asia Investment Fund, although some may have different investment policies and sales and management fees. Investors 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 pages 4-6. - ------------------------------------------------------------------------------- The Fund underperformed its benchmark, the MSCI AC Asia Pacific Free Index, as well as the Lipper Average for the six- and 12-month periods ended April 30, 2004. For the six-month period ended April 30, 2004, the Fund's underperformance was mainly attributable to the poor performance of its stock holdings in Korea, China and Japan. In addition, the Fund's underweight positions in Indonesia and Thailand and overweight cash position also contributed to its underperformance. The Fund's underperformance was somewhat mitigated by the superior performance of its stock holdings in India, Thailand and Hong Kong. Performance during this period was also aided by the Fund's underweight positions in Australia, China and Japan, and its overweight position in India. For the 12-month period ended April 30, 2004, the Fund's underperformance was attributable to the inferior performance of its stock holdings in Japan and Korea. The Fund's underweight positions in Japan and Indonesia also hurt performance. The Fund's stock holdings in India, Malaysia and Australia contributed positively to the Fund's performance during this period. Market Review and Investment Strategy Generally speaking, the Asian markets performed well during the six- and 12-month periods ended April 30, 2004. Overall, economic activity showed an improvement in most countries. A low interest rate environment had a positive influence on consumers and businesses in the region. As far as Japan is concerned, the two main reasons that contributed to the sudden rise of the market were a substantially decreased risk of systematic financial crisis and improved macro numbers, such as gross domestic product. During this time frame, the MSCI AC Asia Pacific Free Index outperformed the MSCI World Free Index, as well as the MSCI Europe, Australasia and the Far East Free Index. During the six-month period under review, the outperformance of the MSCI AC Asia Pacific Free Index was primarily attributable to the strength of the Japanese, Indian and Korean equity markets, and to a lesser extent, the markets in Southeast Asia. The strong performance of the Australian market in U.S. dollar terms during this period was driven by the sharp appreciation of the Australian dollar relative to the U.S. dollar. The Fund was underweighted in Japan during both periods under review. However, during the last six months, we increased the Fund's position in this country to neutral. We also maintained the Fund's overweight positions in Korea and India. The Fund did not have any exposure to stocks in New Zealand, Pakistan, Sri Lanka and the Philippines during the last 12 months. - ------------------------------------------------------------------------------- 2 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND PORTFOLIO SUMMARY April 30, 2004 (unaudited) 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): $28.6 SECTOR BREAKDOWN* o 26.8% Finance o 22.0% Technology o 12.2% Consumer Services o 9.3% Consumer Manufacturing o 7.7% Capital Goods o 4.9% Basic Industry o 4.5% Energy o 2.8% Multi-Industry o 2.4% Health Care o 1.7% Utilities o 1.2% Transportation o 4.5% Short-Term [pie chart ommitted] * The Fund's sector breakdown is expressed as a percentage of total investments and may vary over time. - ------------------------------------------------------------------------------- ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 3 INVESTMENT RESULTS CLASS A SHARE AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2004 NAV Returns SEC Returns 1 Year 43.10% 37.12% 5 Years -2.65% -3.49% Since Inception* -3.77% -4.21% SEC AVERAGE ANNUAL RETURNS (WITH SALES CHARGES) AS OF THE MOST RECENT QUARTER-END (MARCH 31, 2004) 1 Year 43.69% 5 Years -1.80% Since Inception* -3.84% The performance shown above represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.alliancebernstein.com (click on Investors/Products & Services/Mutual Funds). Returns are for Class A shares and are annualized for periods longer than one year. All fees and expenses related to the operation of the Fund have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Fund's quoted performance would be lower. SEC returns reflect the 4.25% maximum front-end sales charge for Class A shares. Performance assumes reinvestment of distributions and does not account for taxes. The investment return and principal value of an investment in the Fund will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. You should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For a free copy of the Fund's prospectus, which contains this and other information, visit our web site at www.alliancebernstein.com or call your financial advisor or Alliance at (800) 227-4618. Please read the prospectus carefully before you invest. A Word About Risk: 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. While the Fund invests principally in common stocks and other equity securities, in order to achieve its investment objectives, the Fund may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. These risks are fully discussed in the prospectus. * Inception Date: 11/28/94. - ------------------------------------------------------------------------------- 4 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND INVESTMENT RESULTS CLASS B SHARE AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2004 NAV Returns SEC Returns 1 Year 41.86% 37.86% 5 Years- 3.38% -3.38% Since Inception*(a) -4.36% -4.36% SEC AVERAGE ANNUAL RETURNS (WITH SALES CHARGES) AS OF THE MOST RECENT QUARTER-END (MARCH 31, 2004) 1 Year 44.70% 5 Years -1.73% Since Inception*(a) -3.99% The performance shown above represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.alliancebernstein.com (click on Investors/Products & Services/Mutual Funds). Returns are for Class B shares and are annualized for periods longer than one year. All fees and expenses related to the operation of the Fund have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Fund's quoted performance would be lower. SEC returns reflect the applicable contingent deferred sales charge for Class B shares (4% year 1, 3% year 2, 2% year 3, 1% year 4). Performance assumes reinvestment of distributions and does not account for taxes. The investment return and principal value of an investment in the Fund will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. You should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For a free copy of the Fund's prospectus, which contains this and other information, visit our web site at www.alliancebernstein.com or call your financial advisor or Alliance at (800) 227-4618. Please read the prospectus carefully before you invest. A Word About Risk: 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. While the Fund invests principally in common stocks and other equity securities, in order to achieve its investment objectives, the Fund may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. These risks are fully discussed in the prospectus. * Inception Date: 11/28/94. (a) Assumes conversion of Class B shares into Class A shares after eight years. - ------------------------------------------------------------------------------- ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 5 INVESTMENT RESULTS CLASS C SHARE AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2004 NAV Returns SEC Returns 1 Year 42.01% 41.01% 5 Years -3.36% -3.36% Since Inception* -4.42% -4.42% SEC AVERAGE ANNUAL RETURNS (WITH SALES CHARGES) AS OF THE MOST RECENT QUARTER-END (MARCH 31, 2004) 1 Year 47.45% 5 Years -1.69% Since Inception* -4.06% The performance shown above represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.alliancebernstein.com (click on Investors/Products & Services/Mutual Funds). Returns are for Class C shares and are annualized for periods longer than one year. All fees and expenses related to the operation of the Fund have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Fund's quoted performance would be lower. SEC returns reflect the applicable contingent deferred sales charge for Class C shares (1% year 1). Performance assumes reinvestment of distributions and does not account for taxes. The investment return and principal value of an investment in the Fund will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. You should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For a free copy of the Fund's prospectus, which contains this and other information, visit our web site at www.alliancebernstein.com or call your financial advisor or Alliance at (800) 227-4618. Please read the prospectus carefully before you invest. A Word About Risk: 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. While the Fund invests principally in common stocks and other equity securities, in order to achieve its investment objectives, the Fund may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. These risks are fully discussed in the prospectus. * Inception Date: 11/28/94. - ------------------------------------------------------------------------------- 6 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND TEN LARGEST HOLDINGS April 30, 2004 (unaudited) Percent of Company U.S. $ Value Net Assets - ------------------------------------------------------------------------------- Canon, Inc. $1,416,353 5.0% Hoya Corp. 1,179,126 4.1 Bharti Tele-Ventures, Ltd. 1,053,852 3.7 JFE Holdings, Inc. 800,521 2.8 NEC Electronics Corp. 753,241 2.6 Toyota Motor Corp. 748,294 2.6 Mitsubishi Tokyo Financial Group, Inc. 720,652 2.5 Nidec Corp. 714,564 2.5 Chugai Pharmaceutical Co., Ltd. 697,504 2.5 Mitsubishi Corp. 695,773 2.4 $8,779,880 30.7% - ------------------------------------------------------------------------------- ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 7 PORTFOLIO OF INVESTMENTS April 30, 2004 (unaudited) Company Shares U.S. $ Value - ------------------------------------------------------------------------------- COMMON STOCKS-96.3% Australia-10.1% Australia & New Zealand Banking Group, Ltd. 29,374 $ 393,097 BHP Billiton, Ltd. 52,073 430,428 James Hardie Industries NV 23,390 112,935 National Australia Bank, Ltd. 12,049 255,891 News Corp., Ltd. 31,625 291,035 Perpetual Trustees Australia, Ltd. 10,424 307,994 QBE Insurance Group, Ltd. 38,305 321,592 St. George Bank, Ltd. 17,673 256,759 Westpac Banking Corp., Ltd. 21,333 268,577 Woodside Petroleum, Ltd. 20,191 240,668 ------------ 2,878,976 Hong Kong-6.1% Cheung Kong Holdings, Ltd. 35,000 269,239 China Petroleum and Chemical Corp. (Sinopec) Cl. H 828,000 286,625 China Resources Enterprise, Ltd. 102,000 118,350 CNOOC, Ltd. 415,000 148,979 Esprit Holdings, Ltd. 67,000 276,599 HSBC Holdings Plc. 10,000 146,158 Li & Fung, Ltd. 160,000 249,239 Sun Hung Kai Properties, Ltd. 30,000 257,701 ------------ 1,752,890 India-5.6% Bharti Tele-Ventures, Ltd.(a) 276,000 1,053,852 Canara Bank, Ltd. 59,700 222,180 Infosys Technologies, Ltd. 1,800 208,332 Tata Motors, Ltd. 10,100 105,951 ------------ 1,590,315 Indonesia-0.3% Bank Rakyat Indonesia(a) 466,500 91,632 Japan-59.6% Advantest Corp. 5,800 440,879 Aeon Credit Service Co., Ltd. 9,300 590,650 Canon, Inc. 27,000 1,416,353 Chugai Pharmaceutical Co., Ltd. 46,100 697,504 Daimaru, Inc. 64,000 557,228 Dainippon Screen Mfg. Co., Ltd. 62,000 422,976 Daiwa Securities Group, Inc. 83,000 624,145 Hoya Corp. 10,900 1,179,126 Japan Wind Development Co., Ltd.(a) 60 173,409 JFE Holdings, Inc. 35,700 800,521 KDDI Corp. 81 485,083 Leopalace21 Corp. 29,000 485,807 Mitsubishi Corp. 73,000 695,773 Mitsubishi Tokyo Financial Group, Inc. 81 720,652 NEC Electronics Corp. 10,700 753,241 - ------------------------------------------------------------------------------- 8 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND Company Shares U.S. $ Value - ------------------------------------------------------------------------------- Nidec Corp. 6,600 $ 714,564 Nippon Mining Holdings, Inc. 108,500 456,118 Nippon Yusen Kabushiki Kaisha 85,000 345,776 Nissan Motor Co., Ltd. 57,000 634,682 Nitto Denko Corp. 12,400 688,670 OBIC Co., Ltd. 1,700 368,879 Park24 Co., Ltd. 9,500 321,042 Pioneer Corp. 21,600 616,444 Rakuten, Inc. 45 353,884 Reins International, Inc. 55 293,998 Ricoh Co., Ltd. 25,000 498,301 Riso Kagaku Corp. 100 4,349 Sumitomo Mitsui Financial Group, Inc. 89 672,489 Toyota Motor Corp. 20,700 748,294 Works Applications Co., Ltd.(a) 83 309,817 ------------ 17,070,654 Malaysia-1.4% Maxis Communications Berhad 92,000 210,632 Public Bank Berhad 212,000 190,800 ------------ 401,432 Singapore-2.6% City Developments, Ltd. 43,000 154,163 Oversea-Chinese Banking Corp. 41,000 291,575 United Overseas Bank, Ltd. 37,000 297,922 ------------ 743,660 South Korea-6.0% Hyundai Motor Co., Ltd. 3,460 131,960 Kookmin Bank(a) 9,380 350,146 POSCO 1,560 190,787 Samsung Electronics Co., Ltd. 1,000 474,709 Shinhan Financial Group Co., Ltd. 10,170 177,250 SK Telecom Co., Ltd. 2,350 400,563 ------------ 1,725,415 Taiwan-3.5% Cathay Financial Holding Co., Ltd.(a) 22,000 39,073 Cathay Financial Holding Co. Ltd. (GDR)(a)(b) 5,083 90,223 Chinatrust Financial Holding Co., Ltd.(a) 122,000 131,108 Hon Hai Precision Industry Co., Ltd. 61,700 243,308 Taiwan Semiconductor Manufacturing Co., Ltd. 113,930 197,200 United Microelectronics Corp.(a) 158,000 141,734 Yageo Corp.(a) 271,000 147,655 ------------ 990,301 Thailand-1.1% Advanced Info Service Public Co., Ltd. 79,100 195,724 Siam Commercial Bank Public Co., Ltd. 95,400 110,279 ------------ 306,003 Total Common Stocks (cost $21,177,420) 27,551,278 - ------------------------------------------------------------------------------- ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 9 Principal Amount Company (000) U.S. $ Value - ------------------------------------------------------------------------------- SHORT-TERM INVESTMENT-4.5% Time Deposit-4.5% HSBC Bank 1.00%, 5/03/04 (cost $1,300,000) $1,300 $1,300,000 Total Investments-100.8% (cost $22,477,420) 28,851,278 Other assets less liabilities-(0.8%) (224,300) Net Assets-100% $28,626,978 (a) Non-income producing security. (b) Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2004, the aggregate market value of this security amounted to $90,223 or 0.3% of net assets. Glossary: GDR - Global Depositary Receipt See notes to financial statements. - ------------------------------------------------------------------------------- 10 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND STATEMENT OF ASSETS & LIABILITIES April 30, 2004 (unaudited) Assets Investments in securities, at value (cost $22,477,420) $28,851,278 Cash 20,735 Foreign cash, at value (cost $164,588) 166,594 Receivable for investment securities sold 1,222,289 Receivable for capital stock sold 207,017 Dividends and interest receivable 90,291 Receivable from Adviser 2,755 ------------- Total assets 30,560,959 ------------- Liabilities Payable for investment securities purchased 1,300,000 Payable for capital stock redeemed 215,675 Distribution fee payable 16,204 Accrued expenses 402,102 ------------- Total liabilities 1,933,981 ------------- Net Assets $28,626,978 ------------- Composition of Net Assets Capital stock, at par $ 5,028 Additional paid-in capital 43,979,473 Accumulated net investment loss (266,112) Accumulated net realized loss on investment and foreign currency transactions (21,302,194) Net unrealized appreciation of investments and foreign currency denominated assets and liabilities 6,210,783 ------------- $28,626,978 ------------- Calculation of Maximum Offering Price Class A Shares Net asset value and redemption price per share ($8,957,884/1,515,758 shares of capital stock issued and outstanding) $5.91 Sales charge--4.25% of public offering price .26 ------ Maximum offering price $6.17 ------ Class B Shares Net asset value and offering price per share ($11,190,243/2,039,122 shares of capital stock issued and outstanding) $5.49 ------ Class C Shares Net asset value and offering price per share ($4,113,116/746,941 shares of capital stock issued and outstanding) $5.51 ------ Advisor Class Shares Net asset value, redemption and offering price per share ($4,365,735/726,003 shares of capital stock issued and outstanding) $6.01 ------ See notes to financial statements. - ------------------------------------------------------------------------------- ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 11 STATEMENT OF OPERATIONS Six Months Ended April 30, 2004 (unaudited) Investment Income Dividends (net of foreign taxes withheld of $14,498) $202,755 Interest 443 $203,198 --------- Expenses Advisory fee 140,700 Distribution fee--Class A 13,235 Distribution fee--Class B 57,322 Distribution fee--Class C 18,760 Custodian 121,518 Transfer agency 100,519 Legal 40,918 Audit 38,744 Registration 36,278 Directors' fees 27,861 Printing 24,993 Administrative 21,000 Miscellaneous 7,012 --------- Total expenses 648,860 Less: expenses waived and reimbursed by the Adviser and the Transfer Agent (see Note B) (179,540) Less: expense offset arrangement (see Note B) (10) --------- Net expenses 469,310 --------- Net investment loss (266,112) --------- Realized and Unrealized Gain on Investment and Foreign Currency Transactions Net realized gain on: Investment transactions 1,842,922 Foreign currency transactions 3,348 Net change in unrealized appreciation/depreciaton of: Investments 229,773 Foreign currency denominated assets and liabilities 33,160 --------- Net gain on investment and foreign currency transactions 2,109,203 --------- Net Increase in Net Assets from Operations $1,843,091 --------- See notes to financial statements. - ------------------------------------------------------------------------------- 12 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND STATEMENT OF CHANGES IN NET ASSETS Six Months Ended Year Ended April 30, 2004 October 31, (unaudited) 2003 ---------------- ------------- Increase (Decrease) in Net Assets from Operations Net investment loss $(266,112) $(360,192) Net realized gain on investment and foreign currency transactions 1,846,270 841,354 Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities 262,933 5,674,821 ------------ ------------- Net increase in net assets from operations 1,843,091 6,155,983 Capital Stock Transactions Net decrease (297,236) (3,088,740) ------------ ------------- Total increase 1,545,855 3,067,243 Net Assets Beginning of period 27,081,123 24,013,880 ------------ ------------- End of period (including accumulated net investment loss of ($266,112) and $0, respectively) $28,626,978 $27,081,123 ------------ ------------- See notes to financial statements. - ------------------------------------------------------------------------------- ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 13 NOTES TO FINANCIAL STATEMENTS April 30, 2004 (unaudited) NOTE A Significant Accounting Policies AllianceBernstein All-Asia Investment Fund, Inc. (the "Fund") 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 of Additional 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 - ------------------------------------------------------------------------------- 14 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND 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 - ------------------------------------------------------------------------------- ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 15 currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of unrealized appreciation 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 the terms of 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 average daily net assets for the Class A, Class B, Class C and Advisor Class shares, respectively. For the six months ended April 30, 2004, such waivers and reimbursement amounted to $122,530. - ------------------------------------------------------------------------------- 16 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND Effective January 1, 2004, the Adviser began waiving a portion of its advisory fee so as to charge the Fund at the reduced annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the average daily net assets of the Fund. Through April 30, 2004, such waiver amounted to $24,077. The amount of the fee waiver may increase or decrease as a result of a final, definitive agreement with the New York Attorney General's Office ("NYAG"). For a more complete discussion of the Adviser's settlement with the NYAG, please see "Legal Proceedings" below. 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 the Fund's average daily net assets. For the six months ended April 30, 2004, the Adviser agreed to waive its fees. Such waiver amounted to $21,000. 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 $56,982 for the six months ended April 30, 2004. During the period, AGIS voluntarily agreed to waive a portion of its fees for such services. Such waiver amounted to $11,933. For the six months ended April 30, 2004, the Fund's expenses were reduced by $10 under an expense offset arrangement with AGIS. AllianceBernstein Investment Research and Management, Inc. (the "Distributor"), 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 $532 from the sales of Class A shares and received $54, $9,159 and $2,914 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A, Class B and Class C shares, respectively, for the six months ended April 30, 2004. Brokerage commissions paid on investment transactions for the six months ended April 30, 2004, amounted to $57,425, 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 - ------------------------------------------------------------------------------- ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 17 annual rate of up to .30% 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 $3,800,911 and $822,145 for Class B and Class C shares respectively. Such costs may be recovered from the Fund in future periods so long as the Agreement is in effect. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Fund's shares. NOTE D Investment Transactions Purchases and sales of investment securities (excluding short-term investments) for the six months ended April 30, 2004, were as follows: Purchases Sales ----------- ------------ Investment securities (excluding U.S. government securities) $21,210,443 $22,358,876 U.S. government securities -0- -0- The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding foreign currency transactions) are as follows: Gross unrealized appreciation $6,788,134 Gross unrealized depreciation (414,276) ---------- Net unrealized appreciation $6,373,858 ---------- 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 and 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 contract and the closing of such contract 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. - ------------------------------------------------------------------------------- 18 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT 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 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 - ------------------------------------------------------------------------------- Six Months Ended Year Ended Six Months Ended Year Ended April 30, 2004 October 31, April 30, 2004 October 31, (unaudited) 2003 (unaudited) 2003 - ------------------------------------------------------------------------------- Class A Shares sold 723,123 9,296,115 $4,175,240 $40,931,193 Shares converted from Class B 73,613 67,180 431,552 312,640 Shares redeemed (801,161) (9,629,401) (4,608,835) (42,969,575) Net decrease (4,425) (266,106) $(2,043) $(1,725,742) Class B Shares sold 333,498 3,639,555 $1,783,162 $15,280,262 Shares converted to Class A (79,191) (71,892) (431,552) (312,640) Shares redeemed (436,553) (3,797,802) (2,324,066) (16,026,252) Net decrease (182,246) (230,139) $(972,456) $(1,058,630) Class C Shares sold 418,038 16,052,797 $2,202,745 $67,166,471 Shares redeemed (402,476) (15,973,157) (2,102,542) (67,463,119) Net increase (decrease) 15,562 79,640 $100,203 $(296,648) Advisor Class Shares sold 518,386 3,719,861 $2,997,110 $16,744,849 Shares redeemed (417,487) (3,640,106) (2,420,050) (16,752,569) Net increase (decrease) 100,899 79,755 $577,060 $(7,720) - ------------------------------------------------------------------------------- ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 19 NOTE F Risks Involved in Investing in the Fund 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. In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. 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 six months ended April 30, 2004. NOTE H Components of Accumulated Earnings (Deficit) The tax character of distributions to be paid for the fiscal year ending October 31, 2004 will be determined at the end of the current fiscal year. 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. - ------------------------------------------------------------------------------- 20 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND 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 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. On December 18, 2003, Alliance Capital 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 market timing relationships described in the SEC Order. 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. In anticipation of final, definitive documentation and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee. For a more complete description of this waiver, please see "Advisory Fee and Other Transactions with Affiliates" above. - ------------------------------------------------------------------------------- ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 21 The 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. In addition, the Independent Directors of the Fund ("the Independent Directors") have initiated an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel. The Independent Directors have formed a special committee to supervise the investigation. 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, numerous additional lawsuits making factual allegations similar to those in the Hindo Complaint were filed against Alliance Capital and certain other defendants, some of which name the Fund as a defendant. All of these lawsuits seek an unspecified amount of damages. As a result of the matters discussed above, investors in the AllianceBernstein Mutual Funds may choose to 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. - ------------------------------------------------------------------------------- 22 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND FINANCIAL HIGHLIGHTS Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period Class A --------------------------------------------------------------------------- Six Months Ended April 30, Year Ended October 31, 2004 -------------------------------------------------------------- (unaudited) 2003 2002 2001 2000 1999 --------------------------------------------------------------------------- Net asset value, beginning of period $5.52 $4.57 $5.24 $9.71 $10.46 $5.86 --------------------------------------------------------------------------- Income From Investment Operations Net investment loss(a) (.05)(b) (.05)(b) (.11)(b) (.15)(b) (.19) (.10)(b) Net realized and unrealized gain (loss) on investment and foreign currency transactions .44 1.00 (.56) (3.21) (.56) 4.70 --------------------------------------------------------------------------- Net increase (decrease) in net asset value from operations .39 .95 (.67) (3.36) (.75) 4.60 --------------------------------------------------------------------------- Less: Distributions Distributions from net realized gains on investment and foreign currency transactions -0- -0- -0- (1.01) -0- -0- Distributions in excess of net realized gains -0- -0- -0- (.10) -0- -0- --------------------------------------------------------------------------- Total distributions -0- -0- -0- (1.11) -0- -0- --------------------------------------------------------------------------- Net asset value, end of period $5.91 $5.52 $4.57 $5.24 $9.71 $10.46 --------------------------------------------------------------------------- Total Return Total investment return based on net asset value(c) 7.07% 20.79% (12.79)% (38.77)% (7.17)% 78.50% Ratios/Supplemental Data Net assets, end of period (000's omitted) $8,958 $8,385 $8,168 $9,637 $20,436 $40,040 Ratio to average net assets of: Expenses, net of waivers/reimbursements 3.00%(d) 3.00% 3.00% 3.00% 2.35%(e) 2.45%(e) Expenses, before waivers/reimbursements 4.23%(d) 4.85% 4.26% 3.19% 2.35% 2.93% Expenses, before waivers/reimbursements excluding interest expense 4.23%(d) 4.85% 4.26% 3.19% 2.30%(f) 2.93% Net investment loss (1.57)%(b) (1.18)%(b) (1.99)%(b) (2.20)%(b)(1.51)% (1.20)%(b) Portfolio turnover rate 77% 146% 207% 150% 153% 119% See footnote summary on page 27. - ------------------------------------------------------------------------------- ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 23 Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period Class B --------------------------------------------------------------------------- Six Months Ended April 30, Year Ended October 31, 2004 -------------------------------------------------------------- (unaudited) 2003 2002 2001 2000 1999 --------------------------------------------------------------------------- Net asset value, beginning of period $5.14 $4.29 $4.95 $9.30 $10.09 $5.71 ----------------------------------------------------------------------------- Income From Investment Operations Net investment loss(a) (.06)(b) (.08)(b) (.13)(b) (.18)(b) (.29) (.18)(b) Net realized and unrealized gain (loss) on investment and foreign currency transactions .41 .93 (.53) (3.06) (.50) 4.56 ----------------------------------------------------------------------------- Net increase (decrease) in net asset value from operations .35 .85 (.66) (3.24) (.79) 4.38 ----------------------------------------------------------------------------- Less: Distributions Distributions from net realized gains on investment and foreign currency transactions -0- -0- -0- (1.01) -0- -0- Distributions in excess of net realized gains -0- -0- -0- (.10) -0- -0- ----------------------------------------------------------------------------- Total distributions -0- -0- -0- (1.11) -0- -0- ----------------------------------------------------------------------------- Net asset value, end of period $5.49 $5.14 $4.29 $4.95 $9.30 $10.09 ----------------------------------------------------------------------------- Total Return Total investment return based on net asset value(c) 6.81% 19.81% (13.33)% (39.25)% (7.83)% 76.71% Ratios/Supplemental Data Net assets, end of period (000's omitted) $11,190 $11,419 $10,513 $14,640 $35,927 $38,108 Ratio to average net assets of: Expenses, net of waivers/reimbursements 3.70%(d) 3.70% 3.70% 3.70% 3.18%(e) 3.48%(e) Expenses, before waivers/reimbursements 5.04%(d) 5.70% 5.11% 4.00% 3.18% 3.96% Expenses, before waivers/reimbursements excluding interest expense 5.04%(d) 5.70% 5.11% 4.00% 3.13%(f) 3.96% Net investment loss (2.26)%(b) (1.90)%(b) (2.69)%(b) (2.94)%(b) (2.32)% (2.31)%(b) Portfolio turnover rate 77% 146% 207% 150% 153% 119% See footnote summary on page 27. - ------------------------------------------------------------------------------- 24 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period Class C ---------------------------------------------------------------------------- Six Months Ended April 30, Year Ended October 31, 2004 -------------------------------------------------------------- (unaudited) 2003 2002 2001 2000 1999 --------------------------------------------------------------------------- Net asset value, beginning of period $5.16 $4.30 $4.96 $9.32 $10.12 $5.72 ---------------------------------------------------------------------------- Income From Investment Operations Net investment loss(a) (.06)(b) (.08)(b) (.14)(b) (.18)(b) (.29) (.18)(b) Net realized and unrealized gain (loss) on investment and foreign currency transactions .41 .94 (.52) (3.07) (.51) 4.58 ---------------------------------------------------------------------------- Net increase (decrease) in net asset value from operations .35 .86 (.66) (3.25) (.80) 4.40 ---------------------------------------------------------------------------- Less: Distributions Distributions from net realized gains on investment and foreign currency transactions -0- -0- -0- (1.01) -0- -0- Distributions in excess of net realized gains -0- -0- -0- (.10) -0- -0- ---------------------------------------------------------------------------- Total distributions -0- -0- -0- (1.11) -0- -0- ---------------------------------------------------------------------------- Net asset value, end of period $5.51 $5.16 $4.30 $4.96 $9.32 $10.12 ---------------------------------------------------------------------------- Total Return Total investment return based on net asset value(c) 6.78% 20.00% (13.31)% (39.28)% (7.90)% 76.92% Ratios/Supplemental Data Net assets, end of period (000's omitted) $4,113 $3,773 $2,805 $3,695 $11,284 $10,060 Ratio to average net assets of: Expenses, net of waivers/reimbursements 3.70%(d) 3.70% 3.70% 3.70% 3.18%(e) 3.41%(e) Expenses, before waivers/reimbursements 4.95%(d) 5.59% 5.00% 3.94% 3.18% 3.89% Expenses, before waivers/reimbursements excluding interest expense 4.95%(d) 5.59% 5.00% 3.94% 3.13%(f) 3.89% Net investment loss (2.24)%(b) (1.80)%(b) (2.74)%(b) (2.93)%(b) (2.31)% (2.21)%(b) Portfolio turnover rate 77% 146% 207% 150% 153% 119% See footnote summary on page 27. - ------------------------------------------------------------------------------- ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 25 Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period Advisor Class ---------------------------------------------------------------------------- Six Months Ended April 30, Year Ended October 31, 2004 -------------------------------------------------------------- (unaudited) 2003 2002 2001 2000 1999 --------------------------------------------------------------------------- Net asset value, beginning of period $5.61 $4.64 $5.31 $9.81 $10.54 $5.90 ---------------------------------------------------------------------------- Income From Investment Operations Net investment loss(a) (.04)(b) (.04)(b) (.09)(b) (.12)(b) (.17) (.10)(b) Net realized and unrealized gain (loss) on investment and foreign currency transactions .44 1.01 (.58) (3.27) (.56) 4.74 ---------------------------------------------------------------------------- Net increase (decrease) in net asset value from operations .40 .97 (.67) (3.39) (.73) 4.64 ---------------------------------------------------------------------------- Less: Distributions Distributions from net realized gains on investment and foreign currency transactions -0- -0- -0- (1.01) -0- -0- Distributions in excess of net realized gains -0- -0- -0- (.10) -0- -0- ---------------------------------------------------------------------------- Total distributions -0- -0- -0- (1.11) -0- -0- ---------------------------------------------------------------------------- Net asset value, end of period $6.01 $5.61 $4.64 $5.31 $9.81 $10.54 ---------------------------------------------------------------------------- Total Return Total investment return based on net asset value(c) 7.13% 20.91% (12.62)% (38.68)% (6.93)% 78.64% Ratios/Supplemental Data Net assets, end of period (000's omitted) $4,366 $3,504 $2,528 $2,736 $5,155 $4,746 Ratio to average net assets of: Expenses, net of waivers/reimbursements 2.70%(d) 2.70% 2.70% 2.70% 2.19%(e) 2.45%(e) Expenses, before waivers/reimbursements 3.94%(d) 4.53% 3.96% 2.89% 2.19% 2.93% Expenses, before waivers/reimbursements excluding interest expense 3.94%(d) 4.53% 3.96% 2.89% 2.14%(f) 2.93% Net investment loss (1.25)%(b) (.91)%(b) (1.69)%(b) (1.90)%(b) (1.31)% (1.33)%(b) Portfolio turnover rate 77% 146% 207% 150% 153% 119% See footnote summary on page 27. - ------------------------------------------------------------------------------- 26 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND (a) Based on average shares outstanding. (b) Net of expenses waived by the Adviser and the Transfer Agent. (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) Annualized. (e) 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% (f) Net of interest expense of .04 % on credit facility. (see Note G) - ------------------------------------------------------------------------------- ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 27 BOARD OF DIRECTORS William H.Foulk, Jr.(1), Chairman David H. Dievler(1) John H. Dobkin(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 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 Funds U.S. Large Cap Portfolio International Portfolio Tax-Managed International 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 Research Growth 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. + 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. - ------------------------------------------------------------------------------- ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 29 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. AAFSR0404 ITEM 2. CODE OF ETHICS. Not applicable when filing a Semi-Annual report to shareholders. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable when filing a Semi-Annual report to shareholders. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable when filing a Semi-Annual report to shareholders. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable to the registrant. ITEM 6. SCHEDULE OF INVESTMENTS. Form N-CSR disclosure requirement not yet effective with respect to the registrant. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to the registrant. ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable to the registrant. ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. On April 7, 2004, the Fund adopted procedures by which shareholders may recommend nominees to the Fund's Board of Directors. Prior thereto, the Fund's Board did not accept shareholder recommendations for nominees to the Fund's Board. ITEM 10. 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 11. EXHIBITS. The following exhibits are attached to this Form N-CSR: EXHIBIT NO. DESCRIPTION OF EXHIBIT 11 (b) (1) Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 11 (b) (2) Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 11 (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: June 30, 2004 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: June 30, 2004 By: /s/Mark D. Gersten ------------------------------- Mark D. Gersten Treasurer and Chief Financial Officer Date: June 30, 2004