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: 811-08426
ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION 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: June 30, 2004
Date of reporting period: June 30, 2004
ITEM 1. REPORTS TO STOCKHOLDERS.
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International Mid-cap
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[LOGO] AllianceBernstein (SM)
Investment Research and Management
AllianceBernstein Worldwide Privatization Fund
Annual Report -- June 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.
August 16, 2004
Annual Report
This report provides management's discussion of fund performance for
AllianceBernstein Worldwide Privatization Fund (the "Fund") for the annual
reporting period ended June 30, 2004.
Investment Objective and Policies
This open-end fund seeks long-term capital appreciation. The Fund invests
substantially all of its assets in equity securities issued by companies that
are undergoing, or have undergone, privatization, and in securities of
companies believed by Alliance to be beneficiaries of privatizations.
Investment Results
The table on page 4 provides the performance results for the Fund and the
Morgan Stanley Capital International (MSCI) World (minus the U.S.) Index, as
well as the MSCI Emerging Markets Index, for the six- and 12-month periods
ended June 30, 2004. We also have included the performance results for the
Fund's benchmark, a 65%/35% composite of the MSCI World (minus the U.S.) Index
and the MSCI Emerging Markets Index, respectively, which more closely reflects
the Fund's investment orientation and portfolio characteristics than either of
the indices standing alone.
During the six-month period ended June 30, 2004, the Fund underperformed its
composite benchmark; however, during the 12-month period ended June 30, 2004
the Fund's Class A shares outperformed its composite benchmark. The composite
benchmark represents a 65%/35% blend of the MSCI World (minus the U.S.) Index
and the MSCI Emerging Markets Index (please see page 4 for Fund and benchmark
returns).
For the 12-month reporting period ended June 30, 2004, the Fund's Class A
shares outperformed the composite benchmark due primarily to strong stock
selection, which made a positive impact in all regions with the exception of
Japan. Stock holdings in Europe and the EMEA (East Europe, Middle East and
Africa) region were the main drivers. Asset allocation also had a small
positive impact on the Fund's performance with a relative overweighted position
in Latin America and a relative underweighted position in Europe being the
principal contributors.
During the six-month period ended June 30, 2004, the Fund marginally
underperformed its composite benchmark due to slightly weak stock selection
results within the Fund's Japanese holdings.
Market Review and Investment Strategy
During the 12-month reporting period both developed and emerging market
equities posted strong positive returns. Within the developed markets, Japan
was the lead performer in U.S. dollar ("USD") terms, while the European region
was a relative laggard. The emerging markets grouping witnessed strong
performance across all regions. Of the larger markets, Brazil and China were
among the leading performers in USD terms, while Korea, Taiwan and Russia
registered slightly lower returns. At the sector level, cyclical and
economically-sensitive sectors, such as materials and industrials, typically
outperformed.
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ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND o 1
The overall strong performance posted by international equity markets was due
to a variety of factors. The world economy witnessed a broadening recovery in
growth prospects following a period of significant economic stimulus. Corporate
profitability and cash flows registered notable rises, and there was a general
trend for market participants to upgrade their forward earnings expectations.
The low interest rate environment that prevailed during the period under review
also boosted investors' appetites for risk and increased demand for the equity
asset class.
During the latter part of the 12-month reporting period, some of the enthusiasm
for equities, particularly among the emerging markets, began to wane. This
followed the U.S. Federal Reserve's decision to raise interest rates for the
first time in several years. Concerns over the persistently high price of oil
and signs that inflationary pressure had built also dented investor optimism.
We continued to emphasize diversification in the Fund's investment portfolio
with strong representation in both developed and emerging markets and in a wide
array of economic sectors. Privatization activity remained at encouraging
levels during the reporting period and a number of large privatization deals
were successfully completed. The privatization deal flow provided the Fund with
a range of new investment opportunities.
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2 o ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND
Historical Performance
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HISTORICAL PERFORMANCE
An Important Note About the Value of Historical Performance
The performance shown on the following pages 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).
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. You should read the prospectus carefully before you invest.
Returns 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 sales charges
for each share class: a 4.25% maximum front-end sales charge for Class A
shares; the applicable contingent deferred sales charge for Class B shares (4%
year 1, 3% year 2, 2% year 3, 1% year 4); a 1% 1 year contingent deferred sales
charge for Class C shares. Returns for Advisor Class shares will vary due to
different expenses associated with this class. Performance assumes reinvestment
of distributions and does not account for taxes.
Benchmark Disclosure
Neither the unmanaged Morgan Stanley Capital International (MSCI) World (minus
the U.S.) Index nor the unmanaged MSCI Emerging Markets Index reflects fees and
expenses associated with the active management of a mutual fund portfolio. The
MSCI World (minus the U.S.) Index is a market capitalization-weighted index
that measures the performance of stock markets in 24 countries outside the
United States. The MSCI Emerging Markets Index is a market
capitalization-weighted index composed of companies representative of the
market structure of 27 emerging market countries in Europe, Latin America and
the Pacific Basin. The Composite represents a 65%/35% blend of the MSCI World
(minus the U.S.) Index and the MSCI Emerging Markets Index, respectively.
Investors cannot invest directly in the indices, and their results are not
indicative of the performance for any specific investment, including
AllianceBernstein Worldwide Privatization Fund.
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
uncertainties in foreign countries. 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.
(Historical Performance continued on next page)
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ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND o 3
Historical Performance
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HISTORICAL PERFORMANCE
(continued from previous page)
Returns
THE FUND VS. ITS BENCHMARK -------------------------
PERIODS ENDED JUNE 30, 2004 6 Months 12 Months
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AllianceBernstein Worldwide Privatization Fund
Class A 2.58% 33.57%
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Class B 2.17% 32.40%
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Class C 2.17% 32.40%
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MSCI World (minus the U.S.) Index 4.64% 32.44%
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MSCI Emerging Markets Index -0.78% 33.51%
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Composite: 65% MSCI World
(minus the U.S.) Index
35% MSCI Emerging Markets Index 2.74% 32.81%
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GROWTH OF A $10,000 INVESTMENT IN THE FUND
6/30/94 TO 6/30/04
MSCI World (minus the U.S.) Index: $15,835
AllianceBernstein Worldwide Privatization Fund Class A: $20,766
Composite: $14,651
MSCI Emerging Markets Index: $11,271
[THE FOLLOWING TABLE WAS DEPICTED BY A MOUNTAIN CHART IN THE PRINTED MATERIAL.]
AllianceBernstein
Worldwide MSCI MSCI World
Privatization Emerging (minus the U.S.)
Fund Class A Markets Index Index Composite
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6/30/94 $ 9,575 $ 10,000 $ 10,000 $ 10,000
6/30/95 $ 9,997 $ 9,998 $ 10,258 $ 10,106
6/30/96 $ 11,913 $ 10,845 $ 11,663 $ 11,374
6/30/97 $ 14,910 $ 12,235 $ 13,281 $ 12,910
6/30/98 $ 16,268 $ 7,454 $ 14,156 $ 11,697
6/30/99 $ 17,872 $ 9,594 $ 15,243 $ 13,456
6/30/00 $ 22,208 $ 10,502 $ 18,153 $ 15,572
6/30/01 $ 16,254 $ 7,790 $ 13,877 $ 11,780
6/30/02 $ 15,196 $ 7,893 $ 12,608 $ 11,134
6/30/03 $ 15,549 $ 8,442 $ 11,956 $ 11,031
6/30/04 $ 20,766 $ 11,271 $ 15,835 $ 14,651
The Composite represents a 65%/35% blend of the MSCI World (minus the U.S.)
Index and the MSCI Emerging Markets Index, respectively.
This chart illustrates the total value of an assumed $10,000 investment in
AllianceBernstein Worldwide Privatization Fund Class A shares (from 6/30/94 to
6/30/04) as compared to the performance of appropriate indices.
See Historical Performance and Benchmark disclosures on previous page.
(Historical Performance continued on next page)
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4 o ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND
Historical Performance
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HISTORICAL PERFORMANCE
(continued from previous page)
AVERAGE ANNUAL RETURNS AS OF JUNE 30, 2004
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NAV Returns SEC Returns
Class A Shares
1 Year 33.57% 27.92%
5 Year 3.05% 2.15%
10 Year 8.05% 7.58%
Class B Shares
1 Year 32.40% 28.40%
5 Year 2.27% 2.27%
10 Year 7.44% 7.44%
Class C Shares
1 Year 32.40% 31.40%
5 Year 2.27% 2.27%
Since Inception* 8.00% 8.00%
SEC AVERAGE ANNUAL RETURNS (WITH SALES CHARGES)
AS OF THE MOST RECENT CALENDAR QUARTER-END (JUNE 30, 2004)
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Class A Shares
1 Year 27.92%
5 Year 2.15%
10 Year 7.58%
Class B Shares
1 Year 28.40%
5 Year 2.27%
10 Year 7.44%
Class C Shares
1 Year 31.40%
5 Year 2.27%
Since Inception* 8.00%
* Inception date: 2/8/95 for Class C shares.
See Historical Performance disclosures on page 3.
_______________________________________________________________________________
ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND o 5
Portfolio Summary
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PORTFOLIO SUMMARY
June 30, 2004
INCEPTION DATES
Class A Shares
6/2/94
Class B Shares
6/2/94
Class C Shares
2/8/95
PORTFOLIO STATISTICS
Net Assets ($mil): $278.7
INDUSTRY BREAKDOWN*
20.8% Utilities
21.4% Finance
16.4% Consumer Services
10.7% Energy
8.4% Transportation
7.1% Technology
5.1% Basic Industry [PIE CHART OMITTED]
4.4% Healthcare
2.0% Consumer Staples
1.3% Multi-Industry
0.6% Capital Goods
0.2% Consumer Manufacturing
1.6% Short-Term
* All data is as of June 30, 2004. The Fund's industry breakdown is expressed
as a percentage of total investments and may vary over time.
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6 o ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND
Ten Largest Holdings
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TEN LARGEST HOLDINGS
June 30, 2004
Percent of
Company U.S. $ Value Net Assets
_______________________________________________________________________________
Mitsubishi Tokyo Financial Group, Inc. $ 7,488,321 2.7%
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East Japan Railway Co. 6,708,306 2.4
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Deutsche Post AG 6,338,807 2.3
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Vodafone Group Plc. 6,143,914 2.2
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KDDI Corp. 6,046,899 2.2
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Kookmin Bank (common stock & ADR) 6,000,006 2.1
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ENI SpA 5,594,814 2.0
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Veolia Environnement 5,254,552 1.9
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ING Groep NV 5,222,738 1.9
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Pfizer, Inc. 5,118,004 1.8
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$ 59,916,361 21.5%
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ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND o 7
Portfolio of Investments
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PORTFOLIO OF INVESTMENTS
June 30, 2004
Company Shares U.S. $ Value
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COMMON & PREFERRED STOCKS-96.5%
Argentina-0.5%
Tenaris, SA (ADR) 41,821 $ 1,369,638
-------------
Australia-2.1%
CSL, Ltd. 203,723 3,158,310
Qantas Airways, Ltd. 436,874 1,069,076
Telstra Corp., Ltd. 474,715 1,660,010
-------------
5,887,396
-------------
Austria-2.3%
Bank Austria Creditanstalt 69,912 4,104,366
Boehler-Uddeholm AG 27,500 2,284,359
-------------
6,388,725
-------------
Brazil-3.8%
Banco Bradesco, SA (ADR) 6,100 280,295
Companhia de Concessoes Rodoviarias 84,000 960,735
Companhia Energetica de Minas Gerais (ADR) 18,200 273,364
Companhia Vale do Rio Doce (ADR) 32,200 1,531,110
Sponsored ADR 15,800 617,780
Gerdau, SA (ADR) 161,760 1,960,531
Investimentos Itau, SA pfd 1,834,674 2,128,529
Petroleo Brasileiro, SA (ADR) 63,200 1,592,640
Tele Celular Sul Participacoes, SA (ADR) 67,300 868,170
Telesp Celular Participacoes, SA (ADR)(a) 45,300 356,964
-------------
10,570,118
-------------
Chile-0.1%
Enersis, SA (ADR) 41,200 245,552
-------------
China-4.1%
China Petroleum and Chemical Corp. 3,882,000 1,418,469
China Resources Enterprise, Ltd. 1,568,000 1,899,753
China Telecom Corp., Ltd. Cl. H(a) 3,430,000 1,198,340
CNOOC, Ltd. 4,130,000 1,747,364
Datang International Power Generation Co.,
Ltd. Cl. H 2,084,000 1,629,847
Ping An Insurance (Group) Co. of China,
Ltd. Cl. H(a) 1,483,000 2,005,917
Sinotrans, Ltd. Cl. H 4,090,000 1,468,252
-------------
11,367,942
-------------
Egypt-0.9%
Eastern Co. for Tobacco & Cigarettes 95,724 1,252,773
Egyptian Co. for Mobile Services 106,675 1,283,902
-------------
2,536,675
-------------
Finland-2.4%
Fortum OYJ 180,192 2,304,475
Sampo OYJ 134,199 1,304,366
TietoEnator OYJ 102,745 3,122,328
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6,731,169
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_______________________________________________________________________________
8 o ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND
Portfolio of Investments
- -------------------------------------------------------------------------------
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
France-8.8%
BNP Paribas, SA 60,800 $ 3,743,450
Dassault Systemes, SA 53,102 2,464,888
France Telecom, SA 134,016 3,496,418
Sanofi-Synthelabo, SA 32,867 2,085,668
Societe Television Francaise 1 91,058 2,871,425
STMicroelectronics NV 45,334 995,559
Total, SA 19,365 3,696,016
Veolia Environnement 186,032 5,254,552
-------------
24,607,976
-------------
Germany-4.8%
Deutsche Lufthansa AG(a) 86,289 1,178,171
Deutsche Post AG 293,695 6,338,807
Deutsche Telekom AG(a) 83,610 1,471,544
Fraport AG 95,043 2,660,219
Rhoen-Klinikum AG 29,081 1,618,724
-------------
13,267,465
-------------
Greece-1.3%
Greek Organisation of Football Prognostics, SA 109,886 2,063,830
Public Power Corp. 70,544 1,675,491
-------------
3,739,321
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Hungary-1.7%
Matav Magyar Tavkozlesi Rt. 334,574 1,339,530
MOL Magyar Olaj-es Gazipari Rt. 41,992 1,672,058
OTP Bank Rt. 87,568 1,789,097
-------------
4,800,685
-------------
India-1.3%
Canara Bank, Ltd. 560,635 1,474,007
Maruti Udyog, Ltd.(a) 66,410 581,602
Oil & Natural Gas Corp., Ltd. 108,500 1,485,339
-------------
3,540,948
-------------
Indonesia-0.3%
PT Bank Rakyat Indonesia(a) 4,667,500 831,797
-------------
Ireland-0.4%
Eircom Group Plc.(a) 665,167 1,199,057
-------------
Israel-1.3%
Bank Hapoalim, Ltd.(a) 1,377,300 3,663,618
-------------
Italy-4.3%
Acegas-APS SpA 70,483 540,844
ENI SpA 281,461 5,594,814
Telecom Italia Mobile SpA 280,263 1,590,739
Telecom Italia SpA 943,996 2,937,706
Terna SpA(a) 547,200 1,186,351
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11,850,454
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_______________________________________________________________________________
ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND o 9
Portfolio of Investments
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Company Shares U.S. $ Value
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Japan-13.4%
Daiwa Securities Group, Inc. 608,000 $ 4,357,746
East Japan Railway Co. 1,199 6,708,306
Japan Airlines Corp.(a) 506,000 1,614,426
Japan Tobacco, Inc. 539 4,178,562
JSAT Corp. 302 913,855
KDDI Corp. 1,060 6,046,899
Mitsubishi Tokyo Financial Group, Inc. 811 7,488,321
Nippon Telegraph & Telephone Corp. 370 1,972,025
NTT DoCoMo, Inc. 783 1,395,850
West Japan Railway Co. 636 2,558,303
-------------
37,234,293
-------------
Luxembourg-0.7%
SES Global(a) 218,900 1,839,679
-------------
Malaysia-0.7%
Astro All Asia Networks Plc.(a) 325,600 392,434
Maxis Communications Berhad 726,100 1,681,495
-------------
2,073,929
-------------
Mexico-2.6%
America Movil, SA de CV Series L 95,506 3,473,553
Grupo Aeroportuario del Sureste, SA de CV (ADR) 20,200 373,700
Grupo Financiero Banorte, SA de CV Series O 347,977 1,236,903
Telefonos de Mexico, SA de CV Cl. L (ADR) 67,506 2,245,925
-------------
7,330,081
-------------
Netherlands-1.9%
ING Groep NV 221,029 5,222,738
-------------
Norway-1.0%
Norsk Hydro ASA 42,318 2,748,318
-------------
Peru-0.6%
Exsa, SA(b) 2,899,293 1,770,178
-------------
Russia-3.3%
AO VimpelCom (ADR)(a) 35,900 3,462,555
Lukoil (ADR) 26,209 2,738,841
MMC Norilsk Nickel (ADR) 22,725 1,261,238
Mobile Telesystems (ADR) 15,000 1,830,000
-------------
9,292,634
-------------
Singapore-0.7%
DBS Group Holdings, Ltd. 236,535 1,978,797
-------------
_______________________________________________________________________________
10 o ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND
Portfolio of Investments
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Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
South Africa-2.3%
AngloGold Ashanti, Ltd. (ADR) 44,573 $ 1,433,468
MTN Group, Ltd. 745,965 3,415,316
Telkom South Africa, Ltd. 132,900 1,698,372
-------------
6,547,156
-------------
South Korea-5.4%
Kookmin Bank(a) 93,701 2,911,178
ADR(a) 98,433 3,088,828
KT Freetel Co., Ltd. 94,380 1,637,662
POSCO 28,720 3,703,401
SK Telecom Co., Ltd. 22,940 3,772,047
-------------
15,113,116
-------------
Spain-4.4%
Amadeus Global Travel Distribution, SA 263,903 1,732,528
Banco Bilbao Vizcaya Argentaria, SA 375,806 5,025,894
Indra Sistemas, SA 98,417 1,256,258
Red Electrica de Espana 84,316 1,435,702
Telefonica, SA 193,648 2,865,739
-------------
12,316,121
-------------
Sweden-0.4%
Eniro AB 153,137 1,169,839
-------------
Taiwan-3.0%
Cathay Financial Holding Co., Ltd. (GDR)(a) 77,923 1,395,601
Chunghwa Telecom Co., Ltd. (ADR) 130,600 2,303,784
Fubon Financial Holding Co., Ltd. 1,693,865 1,476,212
Taiwan Semiconductor Manufacturing Co., Ltd.(a) 1,911,193 2,751,390
ADR 41,071 341,300
-------------
8,268,287
-------------
Thailand-1.6%
Airports of Thailand Public Co., Ltd.(a) 976,800 1,230,257
Ratchaburi Electricity Generating Holding
Public Co., Ltd. 1,182,700 1,070,186
Siam Commercial Bank Public Co., Ltd. 1,802,300 2,038,552
-------------
4,338,995
-------------
Trinidad & Tobago-0.2%
B.W.I.A. International Airways, Ltd.(a)(b) 2,727,272 630,000
-------------
Turkey-0.8%
Dogan Yayin Holding AS(a) 394,909,234 1,210,399
Turkiye Is Bankasi Series C 282,273,931 1,026,796
-------------
2,237,195
-------------
United Kingdom-10.7%
Associated British Ports Holdings Plc. 262,587 1,924,089
BP Plc. 272,997 2,409,843
British Airways Plc.(a) 399,109 1,993,036
British Sky Broadcasting Group Plc. 293,730 3,311,621
Centrica Plc. 1,209,668 4,922,486
Compass Group Plc. 351,423 2,143,469
_______________________________________________________________________________
ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND o 11
Portfolio of Investments
- -------------------------------------------------------------------------------
Shares or
Principal
Amount
Company (000) U.S. $ Value
- -------------------------------------------------------------------------------
National Grid Transco Plc. 528,899 $ 4,079,193
Vedanta Resources Plc.(a) 209,591 1,093,176
Vodafone Group Plc. 2,807,088 6,143,914
Wolfson Microelectronics Plc.(a) 318,547 1,697,551
-------------
29,718,378
-------------
United States-2.4%
Affiliated Computer Services, Inc. Cl. A(a) 27,500 1,455,850
Pfizer, Inc. 149,300 5,118,004
-------------
6,573,854
-------------
Total Common & Preferred Stocks
(cost $213,383,715) 269,002,124
-------------
SHORT-TERM INVESTMENT-1.6%
Time Deposit-1.6%
Societe Generale
1.44%, 7/01/04
(cost $4,300,000) $ 4,300 4,300,000
-------------
Total Investments-98.1%
(cost $217,683,715) 273,302,124
Other assets less liabilities-1.9% 5,377,823
-------------
Net Assets-100% $ 278,679,947
=============
(a) Non-income producing security.
(b) Illiquid security, valued at fair value (See Note A).
Glossary of terms:
ADR - American Depositary Receipt
GDR - Global Depositary Receipt
_______________________________________________________________________________
12 o ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND
Statement of Assets & Liabilities
- -------------------------------------------------------------------------------
STATEMENT OF ASSETS & LIABILITIES
June 30, 2004
ASSETS
Investments in securities, at value
(cost $217,683,715) $ 273,302,124
Cash 1,521,560
Foreign cash, at value (cost $5,131,830) 5,184,064
Receivable for capital stock sold 645,869
Dividends and interest receivable 579,384
Receivable for investment securities sold 366,923
-------------
Total assets 281,599,924
-------------
LIABILITIES
Payable for investment securities purchased and
foreign currency contracts 1,426,068
Payable for capital stock redeemed 889,251
Advisory fee payable 169,727
Distribution fee payable 108,941
Transfer Agent fee payable 61,728
Accrued expenses 264,262
-------------
Total liabilities 2,919,977
-------------
Net Assets $ 278,679,947
=============
COMPOSITION OF NET ASSETS
Capital stock, at par $ 25,487
Additional paid-in capital 253,674,948
Accumulated net investment loss (7,004)
Accumulated net realized loss on investment
and foreign currency transactions (30,682,298)
Net unrealized appreciation of investments
and foreign currency denominated assets and liabilities 55,668,814
-------------
$ 278,679,947
=============
CALCULATION OF MAXIMUM OFFERING PRICE
Class A Shares
Net asset value and redemption price per share
($202,898,633/18,204,992 shares of capital stock
issued and outstanding) $11.15
Sales charge--4.25% of public offering price .49
------
Maximum offering price $11.64
======
Class B Shares
Net asset value and offering price per share
($56,959,412/5,488,850 shares of capital stock
issued and outstanding) $10.38
======
Class C Shares
Net asset value and offering price per share
($16,004,456/1,541,913 shares of capital stock
issued and outstanding) $10.38
======
Advisor Class Shares
Net asset value, redemption and offering price per share
($2,817,446/251,067 shares of capital stock
issued and outstanding) $11.22
======
See notes to financial statements.
_______________________________________________________________________________
ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND o 13
Statement of Operations
- -------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
Year Ended June 30, 2004
INVESTMENT INCOME
Dividends (net of foreign taxes withheld
of $864,032) $ 6,263,731
Interest 18,875 $ 6,282,606
------------
EXPENSES
Advisory fee 2,634,536
Distribution fee--Class A 575,357
Distribution fee--Class B 556,440
Distribution fee--Class C 146,729
Transfer agency 1,059,167
Custodian 449,541
Audit and legal 142,288
Printing 136,855
Administrative 112,000
Registration 67,725
Directors' fees 22,921
Miscellaneous 12,801
------------
Total expenses 5,916,360
Less: expenses waived and reimbursed
by the Adviser and the Transfer Agent
(see Note B) (388,278)
Less: expense offset arrangement
(see Note B) (16)
------------
Net expenses 5,528,066
------------
Net investment income 754,540
------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENT AND FOREIGN CURRENCY
TRANSACTIONS
Net realized gain (loss) of:
Investment transactions 32,775,070(a)
Foreign currency transactions (366,945)
Net change in unrealized
appreciation/depreciation of:
Investments 38,477,095
Foreign currency denominated assets
and liabilities 100,834
------------
Net gain on investment and foreign
currency transactions 70,986,054
------------
NET INCREASE IN NET ASSETS FROM
OPERATIONS $ 71,740,594
============
(a) Net of foreign capital gains taxes of $256,217
See notes to financial statements.
_______________________________________________________________________________
14 o ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND
Statement of Changes in Net Assets
- -------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
Year Ended Year Ended
June 30, June 30,
2004 2003
============= =============
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS
Net investment income $ 754,540 $ 1,162
Net realized gain (loss) on investment
and foreign currency transactions 32,408,125 (4,816,525)
Net change in unrealized
appreciation/depreciation of
investments and foreign currency
denominated assets and liabilities 38,577,929 6,240,176
------------- -------------
Net increase in net assets from
operations 71,740,594 1,424,813
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A (708,293) -0-
Advisor Class (6,139) -0-
CAPITAL STOCK TRANSACTIONS
Net decrease (16,771,113) (42,233,358)
------------- -------------
Total increase (decrease) 54,255,049 (40,808,545)
NET ASSETS
Beginning of period 224,424,898 265,233,443
------------- -------------
End of period (including accumulated
net investment loss of $7,004 and
undistributed net investment income
of $576,050, respectively) $ 278,679,947 $ 224,424,898
============= =============
See notes to financial statements.
_______________________________________________________________________________
ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND o 15
Notes to Financial Statements
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
June 30, 2004
NOTE A
Significant Accounting Policies
AllianceBernstein Worldwide Privatization Fund, Inc. (the "Fund") organized as
a Maryland corporation on March 16, 1994, 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 an initial sales charge of up to 4.25% for purchases not exceeding
$1,000,000. 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 currently 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% on redemptions
made within the first year after purchase. Advisor Class shares are sold
without an initial or contingent deferred sales charge. Advisor Class shares
are offered solely 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, and the same terms and
conditions, 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 asked prices are quoted on such day, then the security is
valued in good faith at
_______________________________________________________________________________
16 o ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND
Notes to Financial Statements
- -------------------------------------------------------------------------------
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 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 liabilities at period end exchange rates are reflected
as a component of unrealized appreciation and depreciation of investments and
foreign currency denominated assets and liabilities.
_______________________________________________________________________________
ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND o 17
Notes to Financial Statements
- -------------------------------------------------------------------------------
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. The Fund may be subject to taxes imposed by countries in which it
invests. Such taxes are generally based on income and/or capital gains earned
or repatriated. Taxes are accrued and applied to net investment income, net
realized gains and net unrealized appreciation/depreciation as such income
and/or gains are earned.
4. Investment Income and Investment Transactions
Dividend income is recorded on the ex-dividend date or as soon as the Fund is
informed of the dividend. 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.
5. 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.
6. Dividends and Distributions
Dividends and distributions to shareholders, if any, are recorded on the
ex-dividend date. Income 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
a fee at an annual rate of 1% of the Fund's average daily net assets. Such fee
is accrued daily and paid monthly. Pursuant to the advisory agreement, the Fund
paid $112,000 to the Adviser representing the cost of certain legal and
accounting services provided to the Fund by the Adviser for the year ended June
30, 2004.
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 bil-
_______________________________________________________________________________
18 o ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND
Notes to Financial Statements
- -------------------------------------------------------------------------------
lion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the
average daily net assets of the Fund. For the six months ended June 30, 2004,
such waiver amounted to $351,890. 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.
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 $667,321 for the year ended June 30, 2004.
During the period, AGISvoluntarily agreed to waive a portion of its fees for
the year ended June 30, 2004. Such waiver amounted to $36,388.
For the year ended June 30, 2004, the Fund's expenses were reduced by $16 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 $4,156 from the sale of Class A shares and received
$695, $26,490 and $475 in contingent deferred sales charges imposed upon
redemptions by shareholders of Class A, Class B and Class C shares,
respectively, for the year ended June 30, 2004.
Brokerage commissions paid on investment transactions for the year ended June
30, 2004, amounted to $617,752, 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 the Fund's average daily net assets
attributable to Class A shares and 1% of the average daily net assets
attributable to the 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 amount of $6,540,838 and
$1,248,963 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
_______________________________________________________________________________
ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND o 19
Notes to Financial Statements
- -------------------------------------------------------------------------------
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 June 30, 2004, were as follows:
Purchases Sales
============= =============
Investment securities (excluding
U.S. government securities) $ 128,315,637 $ 147,663,311
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 $ 218,135,766
-------------
Gross unrealized appreciation $ 62,144,349
Gross unrealized depreciation (6,977,991)
-------------
Net unrealized appreciation $ 55,166,358
=============
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 at 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 gains or losses on foreign
currency transactions. Fluctuations in the value of open forward exchange
currency contracts are recorded for financial reporting purposes as net
unrealized appreciation or depreciation by the Fund.
The Fund's custodian will place and maintain cash not available for investment
or liquid assets in a separate account of the Fund having a value 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 a foreign currency relative to the
U.S. dollar.
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.
_______________________________________________________________________________
20 o ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND
Notes to Financial Statements
- -------------------------------------------------------------------------------
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
June 30, June 30, June 30, June 30,
2004 2003 2004 2003
------------ ------------ -------------- --------------
Class A
Shares sold 3,989,259 13,183,729 $ 39,913,056 $ 96,276,749
- -------------------------------------------------------------------------------
Shares issued in
reinvestment of
dividends 51,705 -0- 512,401 -0-
- -------------------------------------------------------------------------------
Shares converted
from Class B 260,298 856,684 2,699,194 7,708,791
- -------------------------------------------------------------------------------
Shares redeemed (5,587,310) (16,909,314) (55,610,239) (126,147,344)
- -------------------------------------------------------------------------------
Net decrease (1,286,048) (2,868,901) $(12,485,588) $(22,161,804)
===============================================================================
Class B
Shares sold 1,136,407 945,209 $ 11,229,830 $ 6,678,057
- -------------------------------------------------------------------------------
Shares converted
to Class A (279,906) (897,545) (2,699,194) (7,708,791)
- -------------------------------------------------------------------------------
Shares redeemed (1,515,967) (2,413,607) (14,641,878) (15,566,368)
- -------------------------------------------------------------------------------
Net decrease (659,466) (2,365,943) $ (6,111,242) $(16,597,102)
===============================================================================
Class C
Shares sold 914,136 1,759,195 $ 8,162,249 $ 12,385,634
- -------------------------------------------------------------------------------
Shares redeemed (915,426) (2,229,518) (8,142,925) (15,771,710)
- -------------------------------------------------------------------------------
Net increase
(decrease) (1,290) (470,323) $ 19,324 $ (3,386,076)
===============================================================================
Advisor Class
Shares sold 360,373 286,023 $ 3,634,968 $ 2,282,890
- -------------------------------------------------------------------------------
Shares issued in
reinvestment of
dividends 419 -0- 4,171 -0-
- -------------------------------------------------------------------------------
Shares redeemed (197,821) (296,367) (1,832,746) (2,371,266)
- -------------------------------------------------------------------------------
Net increase
(decrease) 162,971 (10,344) $ 1,806,393 $ (88,376)
===============================================================================
NOTE F
Risks Involved in Investing in the Fund
Concentration of Risk--Investing in securities of foreign companies involves
special risks which include changes in foreign exchange rates and 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 com-
_______________________________________________________________________________
ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND o 21
Notes to Financial Statements
- -------------------------------------------------------------------------------
parable U.S. companies. The Fund invests in securities issued by enterprises
that are undergoing, or that have undergone, privatization. Privatization is a
process through which the ownership and control of companies or assets in whole
or in part are transferred from the public sector to the private sector.
Through privatization a government or state divests or transfers all or a
portion of its interest in a state enterprise to some form of private
ownership. Therefore, the Fund is susceptible to the government
re-nationalization of these enterprises and economic factors adversely
affecting the economics of these countries. In addition, these securities
created through privatization may be less liquid and subject to greater
volatility than securities of more developed countries.
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 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 June 30, 2004.
NOTE H
Distributions to Shareholders
The tax character of distributions paid for the year ending June 30, 2004 and
June 30, 2003 were as follows:
June 30, June 30,
2004 2003
============= =============
Distributions paid from:
Ordinary income $ 714,432 $ -0-
------------- -------------
Total taxable distributions $ 714,432 $ -0-
------------- -------------
Total distributions paid $ 714,432 $ -0-
============= =============
_______________________________________________________________________________
22 o ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND
Notes to Financial Statements
- -------------------------------------------------------------------------------
As of June 30, 2004, the components of accumulated earning/(deficit) on a tax
basis were as follows:
Accumulated capital and other losses $ (30,590,327)(a)
Undistributed ordinary income 353,076
Unrealized appreciation/(depreciation) 55,216,763
-------------
Total accumulated earnings/(deficit) $ 24,979,512
=============
(a) On June 30, 2004, the Fund had a net capital loss carryforward of
$30,230,247 which expires in the year 2011. To the extent future capital gains
are offset by capital loss carryforward, such gains will not be distributed.
Net capital losses incurred after October 31, and within the taxable year are
deemed to arise on the first business day of the Fund's next taxable year. For
the year ended June 30, 2004, the Fund deferred to July 1, 2004, post October
currency losses of $224,358. During the fiscal year, the Fund utilized capital
loss carryforwards of $27,358,663.
During the current fiscal year, permanent differences, primarily due to foreign
currency losses, resulted in a net decrease in accumulated net realized loss on
investments and foreign currency transactions, and a corresponding decrease in
undistributed net investment income.This reclassification had no effect on net
assets.
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 the Adviser provide information to them. The Adviser has been
cooperating and will continue to cooperate with all of these authorities.
On December 18, 2003, the 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) The Adviser 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;
_______________________________________________________________________________
ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND o 23
Notes to Financial Statements
- -------------------------------------------------------------------------------
(ii) The Adviser 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) The Adviser agreed to implement changes to its governance and compliance
procedures. Additionally, the SEC Order contemplates that the Adviser'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.
A special committee of the Adviser's Board of Directors, comprised of the
members of the Adviser's Audit Committee and the other independent member of
the Adviser's 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 the Adviser; 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 the Adviser. 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 the Adviser
pursuant to such contracts.
_______________________________________________________________________________
24 o ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND
Notes to Financial Statements
- -------------------------------------------------------------------------------
Since October 2, 2003, numerous additional lawsuits making factual allegations
similar to those in the Hindo Complaint were filed against the Adviser 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.
_______________________________________________________________________________
ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND o 25
Financial Highlights
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class A
---------------------------------------------------------------
Year Ended June 30,
---------------------------------------------------------------
2004 2003 2002 2001 2000
----------- ----------- ----------- ----------- -----------
Net asset value,
beginning of period $8.38 $8.19 $8.76 $13.57 $11.84
INCOME FROM INVESTMENT
OPERATIONS
Net investment income
(loss)(a) .05(b) .02 (.03) .02 (.04)
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions 2.76 .17 (.54) (3.45) 2.83
Net increase (decrease) in net
asset value from operations 2.81 .19 (.57) (3.43) 2.79
LESS: DIVIDENDS AND
DISTRIBUTIONS
Dividends from
net investment income (.04) -0- -0- -0- -0-
Distributions from net realized
gains on investment and
foreign currency
transactions -0- -0- -0- (1.37) (1.06)
Distributions in excess of
net realized gains on
investments -0- -0- -0- (.01) -0-
Total dividends and
distributions (.04) -0- -0- (1.38) (1.06)
Net asset value,
end of period $11.15 $8.38 $8.19 $8.76 $13.57
TOTAL RETURN
Total investment return based
on net asset value(c) 33.57% 2.32% (6.51)% (26.81)% 24.26%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted) $202,899 $163,406 $183,160 $245,873 $394,665
Ratio to average net assets of:
Expenses, net of
waivers/reimbursement 1.89% 2.29% 2.10% 1.81% 1.74%(d)
Expenses, before
waivers/reimbursement 2.04% 2.29% 2.10% 1.81% 1.74%(d)
Net investment income
(loss) .49%(b) .23% (.40)% .14% (.31)%
Portfolio turnover rate 50% 29% 43% 42% 67%
See footnote summary on page 30.
_______________________________________________________________________________
26 o ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND
Financial Highlights
- -------------------------------------------------------------------------------
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class B
---------------------------------------------------------------
Year Ended June 30,
---------------------------------------------------------------
2004 2003 2002 2001 2000
----------- ----------- ----------- ----------- -----------
Net asset value,
beginning of period $7.84 $7.72 $8.32 $13.06 $11.50
INCOME FROM INVESTMENT
OPERATIONS
Net investment loss(a) (.03)(b) (.04) (.09) (.07) (.13)
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions 2.57 .16 (.51) (3.29) 2.75
Net increase (decrease) in
net asset value from
operations 2.54 .12 (.60) (3.36) 2.62
LESS: DISTRIBUTIONS
Distributions from net realized
gains on investment and
foreign currency
transactions -0- -0- -0- (1.37) (1.06)
Distributions in excess of
net realized gains on
investments -0- -0- -0- (.01) -0-
Total dividends and
distributions -0- -0- -0- (1.38) (1.06)
Net asset value,
end of period $10.38 $7.84 $7.72 $8.32 $13.06
TOTAL RETURN
Total investment return based
on net asset value(c) 32.40% 1.55% (7.21)% (27.37)% 23.45%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted) $56,959 $48,183 $65,724 $92,446 $160,847
Ratio to average net assets of:
Expenses, net of
waivers/reimbursement 2.67% 3.08% 2.89% 2.56% 2.47%(d)
Expenses, before
waivers/reimbursement 2.82% 3.08% 2.89% 2.56% 2.47%(d)
Net investment loss (.30)%(b) (.61)% (1.19)% (.64)% (1.02)%
Portfolio turnover rate 50% 29% 43% 42% 67%
See footnote summary on page 30.
_______________________________________________________________________________
ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND o 27
Financial Highlights
- -------------------------------------------------------------------------------
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class C
---------------------------------------------------------------
Year Ended June 30,
---------------------------------------------------------------
2004 2003 2002 2001 2000
----------- ----------- ----------- ----------- -----------
Net asset value,
beginning of period $7.84 $7.72 $8.32 $13.05 $11.50
INCOME FROM INVESTMENT
OPERATIONS
Net investment loss(a) (.02)(b) (.04) (.09) (.06) (.12)
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions 2.56 .16 (.51) (3.29) 2.73
Net increase (decrease) in
net asset value from
operations 2.54 .12 (.60) (3.35) 2.61
LESS: DISTRIBUTIONS
Distributions from net realized
gains on investment and
foreign currency
transactions -0- -0- -0- (1.37) (1.06)
Distributions in excess of
net realized gains on
investments -0- -0- -0- (.01) -0-
Total dividends and
distributions -0- -0- -0- (1.38) (1.06)
Net asset value,
end of period $10.38 $7.84 $7.72 $8.32 $13.05
TOTAL RETURN
Total investment return based
on net asset value(c) 32.40% 1.55% (7.21)% (27.30)% 23.37%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted) $16,005 $12,092 $15,541 $23,976 $39,598
Ratio to average net assets of:
Expenses, net of
waivers/reimbursement 2.65% 3.06% 2.85% 2.56% 2.44%(d)
Expenses, before
waivers/reimbursement 2.80% 3.06% 2.85% 2.56% 2.44%(d)
Net investment loss (.26)%(b) (.57)% (1.18)% (.62)% (.94)%
Portfolio turnover rate 50% 29% 43% 42% 67%
See footnote summary on page 30.
_______________________________________________________________________________
28 o ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND
Financial Highlights
- -------------------------------------------------------------------------------
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Advisor Class
---------------------------------------------------------------
Year Ended June 30,
---------------------------------------------------------------
2004 2003 2002 2001 2000
----------- ----------- ----------- ----------- -----------
Net asset value,
beginning of period $8.44 $8.21 $8.76 $13.53 $11.77
INCOME FROM INVESTMENT
OPERATIONS
Net investment income (loss)(a) .13(b) .06 (.01) .04 -0-
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions 2.72 .17 (.54) (3.43) 2.82
Net increase (decrease) in
net asset value from
operations 2.85 .23 (.55) (3.39) 2.82
LESS: DIVIDENDS AND
DISTRIBUTIONS
Dividends from
net investment income (.07) -0- -0- -0- -0-
Distributions from net realized
gains on investment and
foreign currency
transactions -0- -0- -0- (1.37) (1.06)
Distributions in excess of
net realized gains on
investments -0- -0- -0- (.01) -0-
Total dividends and
distributions (.07) -0- -0- (1.38) (1.06)
Net asset value,
end of period $11.22 $8.44 $8.21 $8.76 $13.53
TOTAL RETURN
Total investment return based
on net asset value(c) 33.81% 2.80% (6.28)% (26.58)% 24.68%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted) $2,817 $744 $808 $1,343 $2,506
Ratio to average net assets of:
Expenses, net of
waivers/reimbursement 1.54% 1.98% 1.80% 1.50% 1.43%(d)
Expenses, before
waivers/reimbursement 1.69% 1.98% 1.80% 1.50% 1.43%(d)
Net investment income (loss) 1.29%(b) .74% (.18)% .38% .01%
Portfolio turnover rate 50% 29% 43% 42% 67%
See footnote summary on page 30.
_______________________________________________________________________________
ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND o 29
Financial Highlights
- -------------------------------------------------------------------------------
(a) Based on average shares outstanding.
(b) Net of expenses waived by the Adviser and 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 charge or contingent
deferred sales charge is not reflected in the calculation of total investment
return. Total investment return does not reflect the deduction of taxes that a
shareholder would pay on fund distributions or the redemption of fund shares.
Total investment return 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 June 30, 2000
--------------------------
Class A 1.73%
Class B 2.46%
Class C 2.43%
Advisor Class 1.42%
_______________________________________________________________________________
30 o ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND
Report of Independent Registered Public Accounting Firm
- -------------------------------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Shareholders of AllianceBernstein
Worldwide Privatization Fund, Inc.
In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of AllianceBernstein Worldwide
Privatization Fund, Inc. (the "Fund") at June 30, 2004, 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 of America. These financial
statements and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with the standards of the Public Company Accounting Oversight Board (United
States), which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at June 30, 2004 by
correspondence with the custodian and brokers, provide a reasonable basis for
our opinion.
PricewaterhouseCoopers LLP
New York, New York
August 20, 2004
TAX INFORMATION (unaudited)
The Fund intends to make an election under the Internal Revenue Code Section
853 to pass through foreign taxes paid by the Fund to its shareholders. The
total amount of foreign taxes that may be passed through to shareholders for
the fiscal year ended June 30, 2004 is $984,527. The foreign source of income
for information reporting purposes is $7,684,072. Shareholders should not use
the above information to prepare their tax returns. The information necessary
to complete your income tax returns will be included with your Form 1099-DIV
which will be sent to you separately in January 2005.
_______________________________________________________________________________
ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND o 31
Board of Directors
- -------------------------------------------------------------------------------
BOARD OF DIRECTORS
William H. Foulk, Jr.,(1) Chairman
Marc O. Mayer, President
Ruth Block(1)
David H. Dievler(1)
John H. Dobkin(1)
Clifford L. Michel(1)
Donald J. Robinson(1)
OFFICERS
Edward D. Baker, III,(2) Vice President
Thomas J. Bardong, Vice President
Russell Brody, Vice President
Jean Van De Walle, Vice President
Michael Levy,(2) Vice President
Mark R. Manley, Secretary
Mark D. Gersten, Treasurer & Chief Financial Officer
Vincent S. Noto, Controller
Custodian
Brown Brothers Harriman & Company
40 Water Street
Boston, MA 02109-3661
Principal Underwriter
AllianceBernstein Investment Research and Management, Inc.
1345 Avenue of the Americas
New York, NY 10105
Transfer Agent
Alliance Global Investor Services, Inc.
P.O. Box 786003
San Antonio, TX 78278-6003
Toll-Free (800) 221-5672
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
300 Madison Avenue
New York, NY 10017
Legal Counsel
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
(1) Member of the Audit Committee.
(2) Messrs. Baker and Levy are the persons primarily responsible for the
day-to-day management of the Fund's investment portfolio.
_______________________________________________________________________________
32 o ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND
Management of the 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, ADDRESS, PRINCIPAL COMPLEX DIRECTORSHIPS
AGE OF DIRECTOR OCCUPATION(S) OVERSEEN BY HELD BY
(YEARS OF SERVICE*) DURING PAST 5 YEARS DIRECTOR DIRECTOR
- -------------------------------------------------------------------------------------------------------------------
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
(Elected November 18, predecessor since prior to 1999.
2003)
DISINTERESTED DIRECTORS
William H. Foulk, Jr., #+, 71 Investment adviser and 116 None
2 Sound View Drive Independent Consultant.
Suite 100 Formerly Senior Manager of
Greenwich, CT 06830 Barrett Associates, Inc., a
(10) registered investment adviser,
(Chairman of the Board) with which he had been asso-
ciated since prior to 1998.
Formerly Deputy Comptroller and
Chief Investment Officer of the
State of New York and, prior
thereto, Chief Investment Officer of
the New York Bank for Savings.
Ruth Block, #+ 73 Formerly an Executive Vice 96 None
500 S.E. Mizner Blvd., President and the Chief
Boca Raton, FL 33432 Insurance Officer of The
(10) Equitable Life Assurance
Society of the United States;
Chairman and Chief Executive
Officer of Evlico; a Director of
Avon, Tandem Financial Group,
Donaldson, Lufkin & Jenrette
Securities Corporation, Ecolab
Incorporated (specialty chemicals)
and BP (oil and gas). Former Governor
at Large National Association
of Securities Dealers, Inc.
David H. Dievler, #+ 74 Independent consultant. Until 100 None
P.O. Box 167 December 1994, Senior
Spring Lake, Vice President of ACMC
New Jersey 07762 (10) responsible for mutual fund
administration. Prior to joining
ACMC in 1984, Chief Financial
Officer of Eberstadt Asset
Management since 1968.
Prior to that, Senior Manager at
Price Waterhouse & Co. Member
of American Institute of Certified
Public Accountants since 1953.
_______________________________________________________________________________
ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND o 33
Management of the Fund
- -------------------------------------------------------------------------------
PORTFOLIOS
IN FUND OTHER
NAME, ADDRESS, PRINCIPAL COMPLEX DIRECTORSHIPS
AGE OF DIRECTOR OCCUPATION(S) OVERSEEN BY HELD BY
(YEARS OF SERVICE*) DURING PAST 5 YEARS DIRECTOR DIRECTOR
- -------------------------------------------------------------------------------------------------------------------
DISINTERESTED DIRECTORS
(continued)
John H. Dobkin, #+ 62 Consultant. Formerly President 98 None
P.O. Box 12 of the Board of Save Venice, Inc.
Annadale, (preservation organization) from
New York 12504 (10) 2001-2002. Formerly a Senior
Advisor from June 1999-June
2000 and President from December
1989-May 1999 of Historic
Hudson Valley (historic
preservation). Previously, Director
of the National Academy of
Design. During 1988-92, Director
and Chairman of the Audit
Committee of ACMC.
Clifford L. Michel, #+ 64 Senior Counsel to the law firm of 97 Placer Dome,
15 St. Bernard's Road Cahill Gordon & Reindel since Inc
Gladstone, New Jersey February 2001 and a partner of
07934 (10) that firm for more than 25 years
prior thereto. President and Chief
Executive Officer of Wenonah
Development Company
(investments) and a Director of
the Placer Dome, Inc. (mining).
Donald J. Robinson, #+ 69 Senior Counsel of the law firm 96 None
98 Hell's Peak Road of Orrick, Herrington & Sutcliffe
Weston, Vermont LLP since prior to 1999. Formerly
05161 (8) a senior partner and a member
of the Executive Committee of
that firm. He was also a member
and chairman of the Municipal
Securities Rulemaking Board and
a Trustee of the Museum of the
City of New York.
* There is no stated term of office for the Fund's Directors.
** Mr. Mayer is an "interested person", as defined in the 1940 Act, due to his
position as Executive Vice President of ACMC.
# Member of the Audit Committee.
+ Member of the Nominating Committee.
_______________________________________________________________________________
34 o ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND
Management of the 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.
Edward D. Baker III, 53 Vice President Senior Vice President and Chief
Investment Officer-Emerging Markets
of ACMC, with which he has been
associated since prior to 1998.
Thomas J. Bardong, 59 Vice President Senior Vice President of 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.
Michael Levy, 34 Vice President Assistant Vice President of ACMC, with
which he has been associated since
prior to 1998.
Jean Van De Walle, 45 Vice President Vice President of ACMC, with which
he has been associated since prior to
1998.
Mark R. Manley, 41 Secretary Senior Vice President and Chief
Compliance Officer of ACMC, with
which he has been associated since
prior to 1999.
Mark D. Gersten, 53 Treasurer and Chief Senior Vice President of AGIS, with
Financial Officer 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.
** ACL, 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 1-800-227-4618 for a free prospectus or SAI.
_______________________________________________________________________________
ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND o 35
AllianceBernstein Family of Funds
- -------------------------------------------------------------------------------
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.
_______________________________________________________________________________
36 o ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION FUND
ALLIANCEBERNSTEIN WORLDWIDE PRIVATIZATION 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.
WWPAR0604
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 11(a)(1).
(b) During the period covered by this report, no material 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 directors
David H. Dievler and William H. Foulk, Jr. qualify as audit committee financial
experts.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The following table sets forth the aggregate fees billed by the
independent auditor, PricewaterhouseCoopers LLP, for AllianceBernstein Worldwide
Privatization Fund's (the "Fund" or "Portfolio") last two fiscal years for
professional services rendered for: (i) the audit of the Portfolio's annual
financial statements included in the Portfolio's annual report to stockholders;
(ii) assurance and related services that are reasonably related to the
performance of the audit of the Portfolio's financial statements
and are not reported under (i), which include multi-class distribution
testing, advice and education on accounting and auditing issues, and consent
letters; (iii) tax compliance, tax advice and tax return preparation; and (iv)
aggregate non-audit services provided to the Portfolio, the Portfolio's Adviser
and entities that control, are controlled by or under common control with the
Adviser that provide ongoing services to the Portfolio ("Service Affiliates"),
which include conducting an annual internal control report pursuant to
Statement on Auditing Standards No. 70. No other services were provided to
the Portfolio during this period.
All Fees for
Non-Audit Services
Provided to the
Portfolio, the
Adviser
Audit-Related and Service
Audit Fees Fees (a) (b) Tax Fees Affiliates(a) (b)
---------- ------------- -------- ------------------
2003: $49,000 $9,620 $27,355 $1,204,648
2004: $54,000 $11,255 $15,500 $1,109,047
(a) Includes SAS 70 fees and professional services fees for multiple class
testing of $3,100 and $1,350, respectively, for the year ended
2003, which were paid to Ernst & Young.
(b) Includes SAS 70 fees and professional services fees for multiple class
testing of $3,255 and $1,400, respectively, for the year ended
2004, which were paid to Ernst & Young.
Beginning with audit and non-audit service contracts entered into on or
after May 6, 2003, the Fund's Audit Committee policies and procedures require
the pre-approval of all audit and non-audit services provided to the Portfolio
by the Fund's independent auditors. The Fund's Audit Committee policies and
procedures also require pre-approval of all audit and non-audit services
provided to the Adviser and Service Affiliates to the extent that these
services are directly related to the operations or financial reporting of a
Portfolio. Accordingly, all of the amounts in the table for Audit Fees,
Audit-Related Fees and Tax Fees for 2004 are for services pre-approved by the
Fund's Audit Committee. The amounts of the Fees for Non-Audit Services
provided to the Fund, the Adviser and Service Affiliates in the table for the
Portfolio, that were subject to pre-approval by the Audit Committee for 2004
were as follows:
Non-Audit Services Pre-Approved
by the Audit Committee
-------------------------------
Audit
Related Tax
Fees (a) Fees Total(a)
-------- ------- --------
$258,000 $15,500 $273,500
(a) Includes SAS 70 fees and professional services fees for multiple class
testing of $3,255 & $1,400, respectively, for the year ended
2004, which were paid to Ernst & Young.
The Audit Committee of the Fund has considered whether the provision of any
non-audit services not pre-approved by the Audit Committee provided by the
Fund's independent auditor to the Adviser and Service Affiliates is compatible
with maintaining the auditor's independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to the registrant.
ITEM 6. SCHEDULE OF INVESTMENTS.
Form N-CSR 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 March 17, 2004 the Fund adopted procedures, effective April 1, 2004, 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 (a) (1) Code of ethics that is subject to the disclosure of
Item 2 hereof
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 Worldwide Privatization Fund, Inc.
By: /s/ Marc O. Mayer
------------------
Marc O. Mayer
President
Date: August 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: August 30, 2004
------------------
By: /s/ Marc O. Mayer
------------------
Mark D. Gersten
Treasurer and Chief Financial Officer
Date: August 30, 2004
------------------