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: 811-08776
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: October 31, 2004
ITEM 1. REPORTS TO STOCKHOLDERS.
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International Regional
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AllianceBernstein [LOGO](SM)
Investment Research and Management
AllianceBernstein All-Asia Investment Fund
Annual Report -- October 31, 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
AllianceBernstein 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.
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, and information regarding how the Fund voted proxies relating to
portfolio securities during the most recent 12-month period ended June 30,
without charge. Simply visit AllianceBernstein's web site at
www.alliancebernstein.com, or go to the Securities and Exchange Commission's
(the "Commission") web site at www.sec.gov, or call AllianceBernstein at (800)
227-4618.
The Fund files its complete schedule of portfolio holdings with the Commission
for the first and third quarters of each fiscal year on Form N-Q. The Fund's
Forms N-Q are available on the Commission's web site at www.sec.gov. The Fund's
Forms N-Q may also be reviewed and copied at the Commission's Public Reference
Room in Washington, DC; information on the operation of the Public Reference
Room may be obtained by calling (800) SEC-0330. AllianceBernstein publishes
full portfolio holdings for the Fund monthly at www.alliancebernstein.com.
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.
December 19, 2004
Annual Report
This report provides management's discussion of fund performance for
AllianceBernstein All-Asia Investment Fund (the "Fund") for the annual
reporting period ended October 31, 2004.
Investment Objective 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 table on page 4 shows the Fund's performance over the past six- and
12-month periods ended October 31, 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"). Funds in the Lipper Average have
generally similar investment objectives to the Fund, although some may have
different investment policies and sales and management fees.
The Fund underperformed its benchmark during both the six- and 12-month periods
ended October 31, 2004. While performance was down for both the Fund and the
benchmark during the most recent six-month period, absolute performance for the
longer 12-month period was more positive.
The underperformance of the Fund compared to the MSCI AC Asia Pacific Free
Index during the 12-month reporting period was mainly attributable to stock
selection. Contributing to the Fund's underperformance was stock selection in
Japan, and to a lesser extent, stock selection in Korea and Taiwan.
Contributing positively to performance was stock selection in India. From a
country perspective, the total country allocation was slightly negative. The
largest negative impact came from an underweighting in Australia, while the
Fund's underweighted position in Japan and overweighted position in India
contributed positively to performance.
During the six-month period ended October 31, 2004, stock selection slightly
contributed to the Fund's negative performance. Specifically, stock selection
in Japan and India contributed to the Fund's negative performance, while stock
selection in Australia and China contributed positively to Fund performance.
The Fund's underperformance relative to the MSCI AC Asia Pacific Free Index was
largely attributable to country allocation, particularly an underweighted
position in Australia. The Fund's underweighted position in Japan contributed
positively to Fund performance.
Market Review and Investment Strategy
The operating environment in Asia was mixed during the annual reporting period.
Hong Kong benefited from falling unemployment and a surge in tourist arrivals
from mainland China. Singapore's gross domestic product (GDP) growth saw
traction during the six- and 12-month reporting periods, while Australia,
despite a robust economy, was a fairly valued market. Taiwan
_______________________________________________________________________________
ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 1
technology stocks suffered from a poor pricing and demand environment, while in
Korea, an increase in domestic consumption remained elusive. India had an
unexpected election outcome that resulted in a volatile market environment
mid-year. Fears of a hard economic landing dogged China's performance, while a
bird flu and insurgency affected Thai markets. Malaysia and Indonesia saw
positive news flow on politics and policies. In the first half of the 12-month
reporting period ended October 31, 2004, Japan enjoyed a firm economic recovery
with improvements in macroeconomic indicators, such as machinery orders,
industrial production, and GDP figures. However, during the six-month period
ended October 31, 2004, a slowdown of the Japanese economic recovery became
evident, including a possible surplus of high technology products in 2005.
The Fund was slightly underweighted in Japan and Australia, and overweighed in
India, throughout the annual reporting period. The Fund did not have any
exposure to stocks in New Zealand, Pakistan or the Philippines during this time
frame.
_______________________________________________________________________________
2 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT 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.
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
AllianceBernstein 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. During the reporting period,
the Adviser waived a portion of its advisory fee or reimbursed the Fund for a
portion of its expenses to the extent necessary to limit the AllianceBernstein
All-Asia Investment Fund expenses on an annual basis to 3.00%, 3.70%, 3.70% and
2.70% of the average daily nest assets of Class A, Class, B, Class C and
Advisor Class shares, respectively. These waivers extend through the Fund's
current fiscal year and may be extended by the Adviser for additional one-year
terms. Without the waivers, the Fund's expenses would have been higher and its
performance would have been lower than that shown.
Benchmark Disclosure
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 MSCI AC Asia Pacific Free
Index is a free float-adjusted market capitalization index that measures the
performance of both developed and emerging markets in 15 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 within this region. The Lipper
Average included 37 funds for both the six- and 12-month periods ended October
31, 2004. Funds in the Lipper Average generally have similar investment
objectives to the Fund, although some may have different investment policies
and sales and management fees. An investor cannot invest directly in an index
or average, and their results are not indicative of any specific investment,
including the 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. 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 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 Fund's prospectus.
(Historical Performance continued on next page)
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ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 3
Historical Performance
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HISTORICAL PERFORMANCE
(continued from previous page)
Returns
THE FUND VS. ITS BENCHMARK -------------------------
PERIODS ENDED OCTOBER 31, 2004 6 Months 12 Months
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AllianceBernstein All-Asia Investment Fund
Class A -0.34% 6.70%
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Class B -0.73% 6.03%
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Class C -0.73% 6.01%
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Advisor Class -0.17% 6.95%
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MSCI AC Asia Pacific Free Index 0.76% 11.61%
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Lipper Pacific Region Funds Average 0.19% 8.61%
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GROWTH OF A $10,000 INVESTMENT IN THE FUND
11/28/94* TO 10/31/04
AllianceBernstein All-Asia Investment Fund Class A: $6,644
MSCI AC Asia Pacific Free Index: $8,176
Lipper Pacific Region Funds Average: $11,210
[THE FOLLOWING TABLE WAS DEPICTED BY A MOUNTAIN CHART IN THE PRINTED MATERIAL.]
AllianceBernstein MSCI AC Lipper Pacific
All-Asia Investment Asia Pacific Region
Fund Class A Free Index Funds Average
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11/28/94* $ 9,575 $ 10,000 $ 10,000
10/31/95 $ 10,006 $ 9,291 $ 10,163
10/31/96 $ 10,649 $ 9,401 $ 10,745
10/31/97 $ 7,496 $ 7,391 $ 8,933
10/31/98 $ 5,826 $ 6,156 $ 7,329
10/31/99 $ 10,399 $ 9,321 $ 12,122
10/31/00 $ 9,654 $ 8,090 $ 11,551
10/31/01 $ 5,911 $ 5,795 $ 8,291
10/31/02 $ 5,155 $ 5,399 $ 7,717
10/31/03 $ 6,227 $ 7,326 $ 10,321
10/31/04 $ 6,644 $ 8,176 $ 11,210
* The Fund's Class A shares inception date is 11/28/94. The growth of $10,000
for the Fund is calculated from the Fund's actual inception date. Daily data is
not available for the MSCI AC Asia Pacific Free Index and the Lipper Pacific
Region Funds Average. Therefore, the growth of $10,000 for the benchmark and
Lipper Average is calculated from the closest month-end to the Fund's inception
date, which is 11/30/94.
This chart illustrates the total value of an assumed $10,000 investment in
AllianceBernstein All-Asia Investment Fund Class A shares (from 11/28/94* to
10/31/04) as compared to the performance of its benchmark, the MSCI AC Asia
Pacific Free Index, and the Lipper Average. The chart reflects the deduction of
the maximum 4.25% sales charge from the initial $10,000 investment in the Fund
and assumes the reinvestment of dividends and capital gains.
See Historical Performance and Benchmark disclosures on previous page.
(Historical Performance continued on next page)
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4 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND
Historical Performance
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HISTORICAL PERFORMANCE
(continued from previous page)
AVERAGE ANNUAL RETURNS AS OF OCTOBER 31, 2004
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NAV Returns SEC Returns
Class A Shares
1 Year 6.70% 2.08%
5 Years -8.57% -9.36%
Since Inception* -3.62% -4.03%
Class B Shares
1 Year 6.03% 2.03%
5 Years -9.22% -9.22%
Since Inception* -4.18% -4.18%
Class C Shares
1 Year 6.01% 5.01%
5 Years -9.21% -9.21%
Since Inception* -4.27% -4.27%
Advisor Class Shares
1 Year 6.95%
5 Years -8.40%
Since Inception* -6.10%
SEC AVERAGE ANNUAL RETURNS (WITH SALES CHARGES)
AS OF THE MOST RECENT CALENDAR QUARTER-END (SEPTEMBER 30, 2004)
- -------------------------------------------------------------------------------
Class A Shares
1 Year 6.08%
5 Years -8.87%
Since Inception* -4.28%
Class B Shares
1 Year 5.90%
5 Years -8.76%
Since Inception* -4.43%
Class C Shares
1 Year 9.08%
5 Years -8.73%
Since Inception* -4.52%
* Inception date: 11/28/94 for Class A, B and C shares; 10/1/96 for Advisor
Class shares.
See Historical Performance disclosures on page 3.
_______________________________________________________________________________
ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 5
Fund Expenses
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FUND EXPENSES
As a shareholder of the Fund, you incur two types of costs: (1) transaction
costs, including sales charges (loads) on purchase payments, contingent
deferred sales charges on redemptions and (2) ongoing costs, including
management fees; distribution (12b-1) fees; and other Fund expenses. This
example is intended to help you understand your ongoing costs (in dollars) of
investing in the Fund and to compare these costs with the ongoing costs of
investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of
the period and held for the entire period as indicated below.
Actual Expenses
The first line of the table below provides information about actual account
values and actual expenses. You may use the information in this line, together
with the amount you invested, to estimate the expenses that you paid over the
period. Simply divide your account value by $1,000 (for example, an $8,600
account value divided by $1,000 = 8.6), then multiply the result by the number
in the first line under the heading entitled "Expenses Paid During Period" to
estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical
account values and hypothetical expenses based on the Fund's actual expense
ratio and an assumed annual rate of return of 5% before expenses, which is not
the Fund's actual return. The hypothetical account values and expenses may not
be used to estimate the actual ending account balance or expenses you paid for
the period. You may use this information to compare the ongoing costs of
investing in the Fund and other funds by comparing this 5% hypothetical example
with the 5% hypothetical examples that appear in the shareholder reports of
other funds.
Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any transactional costs, such as sales
charges (loads), or contingent deferred sales charges on redemptions.
Therefore, the second line of the table is useful in comparing ongoing costs
only, and will not help you determine the relative total costs of owning
different funds. In addition, if these transactional costs were included, your
costs would have been higher.
Beginning Ending
Account Value Account Value Expenses Paid
May 1, 2004 October 31, 2004 During Period*
- --------------------------------------------------------------------------------------------------
Class A
Actual $1,000 $ 996.62 $15.06
Hypothetical (5% return before expenses) $1,000 $1,010.05 $15.16
- --------------------------------------------------------------------------------------------------
Class B
Actual $1,000 $ 992.71 $18.53
Hypothetical (5% return before expenses) $1,000 $1,006.54 $18.66
- --------------------------------------------------------------------------------------------------
Class C
Actual $1,000 $ 992.74 $18.53
Hypothetical (5% return before expenses) $1,000 $1,006.54 $18.66
- --------------------------------------------------------------------------------------------------
Advisor Class
Actual $1,000 $ 998.33 $13.56
Hypothetical (5% return before expenses) $1,000 $1,011.56 $13.65
- --------------------------------------------------------------------------------------------------
* Expenses are equal to the classes' annualized expense ratios of 3.00%,
3.70%, 3.70%, and 2.70%, respectively, multiplied by the average account value
over the period, multiplied by the number of days in the most recent fiscal
half-year/366 (to reflect the one-half year period).
_______________________________________________________________________________
6 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND
Portfolio Summary and Ten Largest Holdings
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PORTFOLIO SUMMARY
October 31, 2004
PORTFOLIO STATISTICS
Net Assets ($mil): $25.7
SECTOR BREAKDOWN*
30.1% Finance
15.5% Consumer Services
15.5% Technology
15.4% Consumer Manufacturing
6.8% Basic Industry
6.2% Multi-Industry [PIE CHART OMITTED]
4.8% Energy
2.9% Health Care
1.3% Utilities
1.2% Transportation
0.3% Capital Goods
TEN LARGEST HOLDINGS
October 31, 2004
Percent of
Company U.S. $ Value Net Assets
_______________________________________________________________________________
Hoya Corp. $ 1,232,339 4.8%
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JFE Holdings, Inc. 1,010,006 3.9
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Mitsubishi Corp. 975,100 3.8
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Matsushita Electric Industrial Co., Ltd. 956,428 3.7
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Canon, Inc. 894,141 3.5
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Mitsubishi Tokyo Financial Group, Inc. 872,770 3.4
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Denso Corp. 865,658 3.4
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Toyota Motor Corp. 794,971 3.1
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Fujisawa Pharmaceutical Co., Ltd. 729,142 2.8
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Bharti Tele-Ventures, Ltd. 694,327 2.7
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$ 9,024,882 35.1%
* All data are as of October 31, 2004. The Fund's sector breakdown is
expressed as a percentage of total investments and may vary over time.
_______________________________________________________________________________
ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 7
Portfolio of Investments
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PORTFOLIO OF INVESTMENTS
October 31, 2004
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
COMMON STOCKS-98.3%
Australia-12.2%
Australia & New Zealand Banking Group, Ltd. 29,374 $ 449,585
BHP Billiton, Ltd. 52,073 538,370
James Hardie Industries NV 23,390 109,829
National Australia Bank, Ltd. 8,868 187,490
News Corp., Ltd. 31,625 253,959
Perpetual Trustees Australia, Ltd. 10,424 434,584
QBE Insurance Group, Ltd. 31,106 319,358
St. George Bank, Ltd. 17,673 308,960
Westpac Banking Corp., Ltd. 17,169 243,133
Woodside Petroleum, Ltd. 20,191 293,892
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3,139,160
-------------
China-3.0%
China Petroleum and Chemical Corp.
(Sinopec) Cl. H 746,000 284,829
China Resources Enterprise, Ltd. 90,000 125,554
China Telecom Corp., Ltd. Cl. H 430,000 138,361
CNOOC, Ltd. 415,000 213,794
-------------
762,538
-------------
Hong Kong-4.8%
Cheung Kong Holdings, Ltd. 25,000 207,061
Esprit Holdings, Ltd. 67,000 358,135
HSBC Holdings Plc. 10,000 161,765
Li & Fung, Ltd. 160,000 236,747
Sun Hung Kai Properties, Ltd. 30,000 277,679
-------------
1,241,387
-------------
India-4.2%
Bharti Tele-Ventures, Ltd.(a) 200,000 694,327
Infosys Technologies, Ltd. 7,200 302,031
Tata Motors, Ltd. 10,100 92,826
-------------
1,089,184
-------------
Indonesia-0.4%
Bank Rakyat Indonesia 466,500 100,083
-------------
Japan-58.0%
Aeon Credit Service Co., Ltd. 7,100 465,860
Canon, Inc. 18,100 894,141
Denso Corp. 36,200 865,658
East Japan Railway Co. 56 294,476
Fuji Television Network, Inc. 164 370,172
Fujisawa Pharmaceutical Co., Ltd. 27,900 729,142
Honda Motor Co., Ltd. 10,400 504,947
Hoya Corp. 12,000 1,232,339
Ito-Yokado Co., Ltd. 9,700 347,583
Japan Wind Development Co., Ltd.(a) 54 94,358
JFE Holdings, Inc. 37,600 1,010,006
KDDI Corp. 38 183,038
_______________________________________________________________________________
8 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND
Portfolio of Investments
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Company Shares U.S. $ Value
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Leopalace21 Corp. 23,400 $ 427,353
Matsushita Electric Industrial Co., Ltd. 66,000 956,428
Mitsubishi Corp. 88,300 975,100
Mitsubishi Tokyo Financial Group, Inc. 103 872,770
Mitsui & Co., Ltd. 57,000 478,866
NHK Spring Co., Ltd. 60,000 414,076
Nippon Mining Holdings, Inc. 66,500 316,594
Nomura Holdings, Inc. 35,000 426,449
NTT Urban Development Corp.(a) 28 118,834
OBIC Co., Ltd. 1,700 319,019
Reins International, Inc. 21 82,375
Sega Sammy Holdings, Inc.(a) 12,000 556,823
Sumitomo Mitsui Financial Group, Inc. 91 591,786
Takashimaya Co., Ltd. 30,000 256,899
TDK Corp. 2,800 194,125
Touei Housing Corp. 5,200 150,083
Toyota Motor Corp. 20,500 794,971
-------------
14,924,271
-------------
Malaysia-1.6%
Maxis Communications Berhad 92,000 208,058
Public Bank Berhad 106,000 193,916
-------------
401,974
-------------
Singapore-3.3%
Oversea-Chinese Banking Corp. 55,000 456,383
United Overseas Bank, Ltd. 50,000 406,116
-------------
862,499
-------------
South Korea-6.3%
Hyundai Motor Co., Ltd. 3,460 168,128
Kookmin Bank(a) 6,880 230,514
POSCO 1,160 173,202
Samsung Electronics Co., Ltd. 1,210 475,351
Shinhan Financial Group Co., Ltd. 10,170 200,855
SK Telecom Co., Ltd. 2,350 369,642
-------------
1,617,692
-------------
Taiwan-3.4%
Cathay Financial Holding Co., Ltd. 22,000 42,183
Cathay Financial Holding Co., Ltd. (GDR)(b) 5,083 97,339
Chinatrust Financial Holding Co., Ltd. 129,271 147,749
Hon Hai Precision Industry Co., Ltd. 70,954 261,144
Taiwan Semiconductor Manufacturing Co., Ltd. 176,754 234,770
Yageo Corp.(a) 271,000 89,989
-------------
873,174
-------------
Thailand-1.1%
Advanced Info Service Public Co., Ltd. 79,100 180,211
Siam Commercial Bank Public Co., Ltd. 95,400 99,956
-------------
280,167
-------------
_______________________________________________________________________________
ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 9
Portfolio of Investments
- -------------------------------------------------------------------------------
U.S. $ Value
- -------------------------------------------------------------------------------
Total Investments-98.3%
(cost $19,724,915) $ 25,292,129
Other assets less liabilities-1.7% 442,533
-------------
Net Assets-100% $ 25,734,662
=============
(a) Non-income producing security.
(b) Security is exempt from registration under Rule 144A of the Securities Act
of 1933. This security is considered liquid and may be resold in transactions
exempt from registration, normally to qualified institutional buyers. At
October 31, 2004, this security amounted to $97,339 or 0.4% of net assets.
Glossary:
GDR - Global Depositary Receipt
See notes to financial statements.
_______________________________________________________________________________
10 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND
Statement of Assets & Liabilities
- -------------------------------------------------------------------------------
STATEMENT OF ASSETS & LIABILITIES
October 31, 2004
ASSETS
Investments in securities, at value (cost $19,724,915) $ 25,292,129
Cash 299,512
Foreign cash, at value (cost $85,020) 85,557
Receivable for capital stock sold 501,386
Receivable for investment securities sold 197,598
Dividends receivable 51,912
-------------
Total assets 26,428,094
-------------
LIABILITIES
Payable for investment securities purchased 313,601
Payable for capital stock redeemed 154,238
Advisory fee payable 56,304
Distribution fee payable 13,160
Transfer agent fee payable 9,069
Accrued expenses 147,060
-------------
Total liabilities 693,432
-------------
Net Assets $ 25,734,662
=============
COMPOSITION OF NET ASSETS
Capital stock, at par $ 4,530
Additional paid-in capital 40,854,368
Accumulated net investment loss (658)
Accumulated net realized loss on investment
and foreign currency transactions (20,692,897)
Net unrealized appreciation of investments
and foreign currency denominated assets and liabilities 5,569,319
-------------
$ 25,734,662
=============
CALCULATION OF MAXIMUM OFFERING PRICE
Class A Shares
Net asset value and redemption price per share
($7,963,184/1,352,377 shares of capital stock
issued and outstanding) $5.89
Sales charge--4.25% of public offering price .26
-----
Maximum offering price $6.15
=====
Class B Shares
Net asset value and offering price per share
($9,556,279/1,753,770 shares of capital stock
issued and outstanding) $5.45
=====
Class C Shares
Net asset value and offering price per share
($3,386,829/619,444 shares of capital stock
issued and outstanding) $5.47
=====
Advisor Class Shares
Net asset value, redemption and offering price per share
($4,828,370/804,681 shares of capital stock
issued and outstanding) $6.00
=====
See notes to financial statements.
_______________________________________________________________________________
ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 11
Statement of Operations
- -------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
Year Ended October 31, 2004
INVESTMENT INCOME
Dividends (net of foreign taxes withheld
of $34,254) $ 433,126
Interest 2,689 $ 435,815
------------
EXPENSES
Advisory fee 260,212
Distribution fee--Class A 25,391
Distribution fee--Class B 106,902
Distribution fee--Class C 36,621
Transfer agency 206,725
Custodian 205,524
Legal 103,322
Audit 62,244
Registration 59,592
Printing 58,001
Directors' fees 54,051
Administration 40,400
Miscellaneous 4,979
------------
Total expenses 1,223,964
Less: expenses waived and reimbursed
by the Adviser and the Transfer Agent
(see Note B) (327,520)
Less: expense offset arrangement
(see Note B) (14)
------------
Net expenses 896,430
------------
Net investment loss (460,615)
------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENT AND FOREIGN CURRENCY
TRANSACTIONS
Net realized gain on:
Investment transactions (net of foreign
taxes withheld of $75,025) 2,380,543
Foreign currency transactions 26,314
Net change in unrealized
appreciation/depreciation of:
Investments (576,870)
Foreign currency denominated assets
and liabilities 198,339
------------
Net gain on investment and foreign
currency transactions 2,028,326
------------
NET INCREASE IN NET ASSETS FROM
OPERATIONS $ 1,567,711
============
See notes to financial statements.
_______________________________________________________________________________
12 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND
Statement of Changes in Net Assets
- -------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
Year Ended Year Ended
October 31, October 31,
2004 2003
============= =============
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS
Net investment loss $ (460,615) $ (360,192)
Net realized gain on investment and
foreign currency transactions 2,406,857 841,354
Net change in unrealized
appreciation/depreciation of
investments and foreign currency
denominated assets and liabilities (378,531) 5,674,821
------------- -------------
Net increase in net assets from
operations 1,567,711 6,155,983
CAPITAL STOCK TRANSACTIONS
Net decrease (2,914,172) (3,088,740)
------------- -------------
Total increase (decrease) (1,346,461) 3,067,243
NET ASSETS
Beginning of period 27,081,123 24,013,880
------------- -------------
End of period (including accumulated
net investment loss of $658
and $0, respectively) $ 25,734,662 $ 27,081,123
============= =============
See notes to financial statements.
_______________________________________________________________________________
ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 13
Notes to Financial Statements
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
October 31, 2004
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 U.S. generally accepted accounting principles,
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
Portfolio securities are valued at their current market value determined on the
basis of market quotations or, if market quotations are not readily available
or are deemed unreliable, at "fair value" as determined in accordance with
procedures established by and under the general supervision of the Fund's Board
of Directors.
In general, the market value of securities which are readily available and
deemed reliable are 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. 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
_______________________________________________________________________________
14 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND
Notes to Financial Statements
- -------------------------------------------------------------------------------
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 valuation, the last
available closing settlement price is used; securities traded in the
over-the-counter market, ("OTC") (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, Alliance Capital Management, L.P. (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 (including
restricted securities) or are deemed unreliable are valued at fair value.
Factors considered in making this determination may include, but are not
limited to, information obtained by contacting the issuer, analysts, analysis
of the issuer's financial statements or other available documents. In addition,
the Fund may use fair value pricing for securities primarily traded in non-U.S.
markets because, most foreign markets close well before the Fund values its
securities at 4:00 p.m., Eastern Time. The earlier close of these foreign
markets gives rise to the possibility that significant events, including broad
market moves, may have occurred in the interim and may materially affect the
value of those securities. To account for this, the Fund may frequently value
many of its foreign equity securities using fair value prices based on third
party vendor modeling tools to the extent available.
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,
_______________________________________________________________________________
ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 15
Notes to Financial Statements
- -------------------------------------------------------------------------------
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 net unrealized appreciation and 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. 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. 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 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.
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 U.S. generally accepted accounting principles. 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.
_______________________________________________________________________________
16 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND
Notes to Financial Statements
- -------------------------------------------------------------------------------
NOTE B
Advisory Fee and Other Transactions with Affiliates
Until September 6, 2004, under the terms of an investment advisory agreement,
the Fund paid the Adviser an advisory fee at an annual rate of 1% of the Fund's
average daily net assets. Effective September 7, 2004, the terms of the
investment advisory agreement were amended so that the advisory fee was reduced
to an 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 Fund's average daily net
assets. The 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 3.00%, 3.70%, 3.70% and 2.70% of the
daily average net assets for the Class A, Class B, Class C and Advisor Class
shares, respectively. For the year ended October 31, 2004, such waiver amounted
to $201,937.
Effective January 1, 2004 through September 6, 2004, in contemplation of the
final agreement with the Office of New York Attorney General ("NYAG"), the
Adviser began waiving a portion of its advisory fee so as to charge the Fund at
the reduced annual rate discussed above. Through September 6, 2004 such waiver
amounted to $47,054. 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 year ended October
31, 2004, the Adviser agreed to waive its fees. Such waiver amounted to $40,400.
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 $114,153 for the year ended October 31,
2004. During the period, AGIS voluntarily agreed to waive a portion of its fees
for such services. Such waiver amounted to $38,129.
For the year ended October 31, 2004, the Fund's expenses were reduced by $14
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 $831 from the sales of Class A shares and received
$120,476, $3,639,451 and $63,683 in contingent deferred sales charges imposed
upon redemptions by shareholders of Class A, Class B and Class C shares,
respectively, for the year ended October 31, 2004.
_______________________________________________________________________________
ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 17
Notes to Financial Statements
- -------------------------------------------------------------------------------
Brokerage commissions paid on investment transactions for the year ended
October 31, 2004, amounted to $104,921, 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 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 $3,813,738 and
$858,156 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 year ended October 31, 2004, were as follows:
Purchases Sales
============= =============
Investment securities (excluding
U.S. government securities) $ 36,743,816 $ 39,902,520
U.S. government securities -0- -0-
At October 31, 2004, the cost of investments for federal income tax purposes,
gross unrealized appreciation and unrealized depreciation (excluding foreign
currency transactions) are as follows:
Cost $ 19,961,411
=============
Gross unrealized appreciation 5,644,693
Gross unrealized depreciation (313,975)
-------------
Net unrealized appreciation $ 5,330,718
=============
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 port-
_______________________________________________________________________________
18 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND
Notes to Financial Statements
- -------------------------------------------------------------------------------
folio 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.
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
--------------------------- ------------------------------
Year Ended Year Ended Year Ended Year Ended
October 31, October 31, October 31, October 31,
2004 2003 2004 2003
------------ ------------ -------------- --------------
Class A
Shares sold 1,008,545 9,296,115 $ 5,781,634 $ 40,931,193
- -------------------------------------------------------------------------------
Shares converted
from Class B 149,883 67,180 877,947 312,640
- -------------------------------------------------------------------------------
Shares redeemed (1,326,234) (9,629,401) (7,559,963) (42,969,575)
- -------------------------------------------------------------------------------
Net decrease (167,806) (266,106) $ (900,382) $ (1,725,742)
===============================================================================
Class B
Shares sold 457,600 3,639,555 $ 2,442,258 $ 15,280,262
- -------------------------------------------------------------------------------
Shares converted
to Class A (162,552) (71,892) (877,947) (312,640)
- -------------------------------------------------------------------------------
Shares redeemed (762,646) (3,797,802) (4,051,897) (16,026,252)
- -------------------------------------------------------------------------------
Net decrease (467,598) (230,139) $(2,487,586) $ (1,058,630)
===============================================================================
_______________________________________________________________________________
ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 19
Notes to Financial Statements
- -------------------------------------------------------------------------------
Shares Amount
--------------------------- ------------------------------
Year Ended Year Ended Year Ended Year Ended
October 31, October 31, October 31, October 31,
2004 2003 2004 2003
------------ ------------ -------------- --------------
Class C
Shares sold 514,702 16,052,797 $ 2,718,256 $ 67,166,471
- -------------------------------------------------------------------------------
Shares redeemed (626,637) (15,973,157) (3,281,476) (67,463,119)
- -------------------------------------------------------------------------------
Net increase
(decrease) (111,935) 79,640 $ (563,220) $ (296,648)
===============================================================================
Advisor Class
Shares sold 703,477 3,719,861 $ 4,086,993 $ 16,744,849
- -------------------------------------------------------------------------------
Shares redeemed (523,900) (3,640,106) (3,049,977) (16,752,569)
- -------------------------------------------------------------------------------
Net increase
(decrease) 179,577 79,755 $ 1,037,016 $ (7,720)
===============================================================================
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.
Indemnification of Risk--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
mis-
_______________________________________________________________________________
20 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND
Notes to Financial Statements
- -------------------------------------------------------------------------------
cellaneous expenses in the statement of operations. The Fund did not utilize
the Facility during the year ended October 31, 2004.
NOTE H
Components of Accumulated Earnings (Deficit)
As of October 31, 2004, the components of accumulated earnings/(deficit) on a
tax basis were as follows:
Accumulated capital and other losses $ (20,457,059)(a)
Unrealized appreciation/(depreciation) 5,332,823(b)
-------------
Total accumulated earnings/(deficit) $ (15,124,236)
=============
(a) On October 31, 2004, the Fund had a net capital loss carryforward of
$20,457,059 of which $16,705,900 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, $2,216,233 of the capital loss carryforward was utilized.
(b) The difference between book-basis and tax-basis unrealized
appreciation/(depreciation) is attributable primarily to the tax deferral of
losses on wash sales.
During the current fiscal year, permanent differences, primarily due to net
operating losses, the tax treatment of foreign currency transactions and the
withholding tax reclass, resulted in a net decrease in accumulated net
investment loss, a decrease in accumulated net realized loss on investment and
foreign currency transactions, and a decrease in additional paid-in capital.
This reclassification had no effect on net assets.
NOTE I
Legal Proceedings
As has been previously reported, 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 memorialized in an
Assurrance of Discontinuance dated September 1, 2004 ("NYAG Order"). 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
_______________________________________________________________________________
ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 21
Notes to Financial Statements
- -------------------------------------------------------------------------------
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) The Adviser agreed to reduce the advisory fees it receives from some of
the AllianceBernstein long-term, open-end retail funds until December 31, 2008;
and
(iii) The Adviser agreed to implement changes to its governance and compliance
procedures. Additionally, the SEC Order and the NYAG Order contemplate that the
Adviser's registered investment company clients, including the Fund, will
introduce governance and compliance changes.
In anticipation of final, definitive documentation of the NYAG Order and
effective January 1, 2004, the Adviser began waiving a portion of its advisory
fee. On September 7, 2004, the Fund's investment advisory agreement was amended
to reflect the reduced advisory fee. For more information on this waiver and
amendment to the Fund's investment advisory agreement, 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
_______________________________________________________________________________
22 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND
Notes to Financial Statements
- -------------------------------------------------------------------------------
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 the Adviser,
including recovery of all fees paid to the Adviser pursuant to such contracts.
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. The lawsuits are now
pending in the United States District Court for the District of Maryland
pursuant to a ruling by the Judicial Panel on Multidistrict Litigation
transferring and centralizing all of the mutual fund cases involving market and
late trading in the District of Maryland.
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.
The Adviser and approximately twelve other investment management firms were
publicly mentioned in connection with the settlement by the SEC of charges that
an unaffiliated broker/dealer violated federal securities laws relating to its
receipt of compensation for selling specific mutual funds and the disclosure of
such compensation. The SEC has indicated publicly that, among other things, it
is considering enforcement action in connection with mutual funds' disclosure
of such arrangements and in connection with the practice of considering mutual
fund sales in the direction of brokerage commissions from fund portfolio
transactions. The SEC has issued subpoenas to the Adviser in connection with
this matter and the Adviser has provided documents and other information to the
SEC and is cooperating fully with its investigation.
On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v.
Alliance Capital Management L.P., et al. ("Aucoin Complaint") was filed against
the Adviser, Alliance Capital Management Holding L.P., Alliance Capital
Management Corporation, AXA Financial, Inc., AllianceBernstein Investment
Research & Management, Inc., certain current and former directors of the
AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin
Complaint names certain of the AllianceBernstein mutual funds as nominal
defendants. The Aucoin Complaint was filed in the United States District Court
for the Southern District of New York by an alleged shareholder of an
AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other
things, (i) that certain of the defendants improperly authorized the payment of
excessive commissions and other fees from fund assets to broker-dealers in
_______________________________________________________________________________
ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 23
Notes to Financial Statements
- -------------------------------------------------------------------------------
exchange for preferential marketing services, (ii) that certain of the
defendants misrepresented and omitted from registration statements and other
reports material facts concerning such payments, and (iii) that certain
defendants caused such conduct as control persons of other defendants. The
Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and
48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act,
breach of common law fiduciary duties, and aiding and abetting breaches of
common law fiduciary duties. Plaintiffs seek an unspecified amount of
compensatory damages and punitive damages, rescission of their contracts with
the Adviser, including recovery of all fees paid to the Adviser pursuant to
such contracts, an accounting of all fund-related fees, commissions and soft
dollar payments, and restitution of all unlawfully or discriminatorily obtained
fees and expenses.
Since June 22, 2004, numerous additional lawsuits making factual allegations
substantially similar to those in the Aucoin Complaint were filed against the
Adviser and certain other defendants, and others may be filed.
It is possible that these matters and/or other developments resulting from
these matters could result in increased redemptions of the Fund's shares or
other adverse consequences to the Fund. However, the Adviser believes that
these matters are not likely to have a material adverse effect on its ability
to perform advisory services relating to the Fund.
_______________________________________________________________________________
24 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND
Financial Highlights
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class A
---------------------------------------------------------------
Year Ended October 31,
---------------------------------------------------------------
2004 2003 2002 2001 2000
----------- ----------- ----------- ----------- -----------
Net asset value,
beginning of period $5.52 $4.57 $5.24 $9.71 $10.46
INCOME FROM INVESTMENT
OPERATIONS
Net investment loss(a) (.08)(b)(c) (.05)(b) (.11)(b) (.15)(b) (.19)
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions .45 1.00 (.56) (3.21) (.56)
Net increase (decrease) in
net asset value from
operations .37 .95 (.67) (3.36) (.75)
LESS: DISTRIBUTIONS
Distributions from net realized
gains on investment and
foreign currency
transactions -0- -0- -0- (1.01) -0-
Distributions in excess of
net realized gains -0- -0- -0- (.10) -0-
Total distributions -0- -0- -0- (1.11) -0-
Net asset value, end of period $5.89 $5.52 $4.57 $5.24 $9.71
TOTAL RETURN
Total investment return based
on net asset value(d) 6.70% 20.79% (12.79)% (38.77)% (7.17)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted) $7,963 $8,385 $8,168 $9,637 $20,436
Ratio to average net assets of:
Expenses, net of
waivers/reimbursements 3.00% 3.00% 3.00% 3.00% 2.35%(e)
Expenses, before
waivers/reimbursements 4.17% 4.85% 4.26% 3.19% 2.35%
Expenses, before
waivers/reimbursements
excluding interest
expense 4.17% 4.85% 4.26% 3.19% 2.30%(f)
Net investment loss (1.38)%(b)(c)(1.18)%(b) (1.99)%(b) (2.20)%(b) (1.51)%
Portfolio turnover rate 137% 146% 207% 150% 153%
See footnote summary on page 29.
_______________________________________________________________________________
ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 25
Financial Highlights
- -------------------------------------------------------------------------------
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class B
---------------------------------------------------------------
Year Ended October 31,
---------------------------------------------------------------
2004 2003 2002 2001 2000
----------- ----------- ----------- ----------- -----------
Net asset value,
beginning of period $5.14 $4.29 $4.95 $9.30 $10.09
INCOME FROM INVESTMENT
OPERATIONS
Net investment loss(a) (.11)(b)(c) (.08)(b) (.13)(b) (.18)(b) (.29)
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions .42 .93 (.53) (3.06) (.50)
Net increase (decrease) in
net asset value from
operations .31 .85 (.66) (3.24) (.79)
LESS: DISTRIBUTIONS
Distributions from net realized
gains on investment and
foreign currency
transactions -0- -0- -0- (1.01) -0-
Distributions in excess of
net realized gains -0- -0- -0- (.10) -0-
Total distributions -0- -0- -0- (1.11) -0-
Net asset value, end of period $5.45 $5.14 $4.29 $4.95 $9.30
TOTAL RETURN
Total investment return based
on net asset value(d) 6.03% 19.81% (13.33)% (39.25)% (7.83)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted) $9,556 $11,419 $10,513 $14,640 $35,927
Ratio to average net assets of:
Expenses, net of
waivers/reimbursements 3.70% 3.70% 3.70% 3.70% 3.18%(e)
Expenses, before
waivers/reimbursements 4.99% 5.70% 5.11% 4.00% 3.18%
Expenses, before
waivers/reimbursements
excluding interest
expense 4.99% 5.70% 5.11% 4.00% 3.13%(f)
Net investment loss (2.09)%(b)(c)(1.90)%(b) (2.69)%(b) (2.94)%(b) (2.32)%
Portfolio turnover rate 137% 146% 207% 150% 153%
See footnote summary on page 29.
_______________________________________________________________________________
26 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND
Financial Highlights
- -------------------------------------------------------------------------------
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class C
---------------------------------------------------------------
Year Ended October 31,
---------------------------------------------------------------
2004 2003 2002 2001 2000
----------- ----------- ----------- ----------- -----------
Net asset value,
beginning of period $5.16 $4.30 $4.96 $9.32 $10.12
INCOME FROM INVESTMENT
OPERATIONS
Net investment loss(a) (.11)(b)(c) (.08)(b) (.14)(b) (.18)(b) (.29)
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions .42 .94 (.52) (3.07) (.51)
Net increase (decrease) in
net asset value from
operations .31 .86 (.66) (3.25) (.80)
LESS: DISTRIBUTIONS
Distributions from net realized
gains on investment and
foreign currency
transactions -0- -0- -0- (1.01) -0-
Distributions in excess of
net realized gains -0- -0- -0- (.10) -0-
Total distributions -0- -0- -0- (1.11) -0-
Net asset value, end of period $5.47 $5.16 $4.30 $4.96 $9.32
TOTAL RETURN
Total investment return based
on net asset value(d) 6.01% 20.00% (13.31)% (39.28)% (7.90)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted) $3,387 $3,773 $2,805 $3,695 $11,284
Ratio to average net assets of:
Expenses, net of
waivers/reimbursements 3.70% 3.70% 3.70% 3.70% 3.18%(e)
Expenses, before
waivers/reimbursements 4.90% 5.59% 5.00% 3.94% 3.18%
Expenses, before
waivers/reimbursements
excluding interest
expense 4.90% 5.59% 5.00% 3.94% 3.13%(f)
Net investment loss (2.07)%(b)(c)(1.80)%(b) (2.74)%(b) (2.93)%(b) (2.31)%
Portfolio turnover rate 137% 146% 207% 150% 153%
See footnote summary on page 29.
_______________________________________________________________________________
ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 27
Financial Highlights
- -------------------------------------------------------------------------------
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Advisor Class
---------------------------------------------------------------
Year Ended October 31,
---------------------------------------------------------------
2004 2003 2002 2001 2000
----------- ----------- ----------- ----------- -----------
Net asset value,
beginning of period $5.61 $4.64 $5.31 $9.81 $10.54
INCOME FROM INVESTMENT
OPERATIONS
Net investment loss(a) (.06)(b)(c) (.04)(b) (.09)(b) (.12)(b) (.17)
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions .45 1.01 (.58) (3.27) (.56)
Net increase (decrease) in
net asset value from
operations .39 .97 (.67) (3.39) (.73)
LESS: DISTRIBUTIONS
Distributions from net realized
gains on investment and
foreign currency
transactions -0- -0- -0- (1.01) -0-
Distributions in excess of
net realized gains -0- -0- -0- (.10) -0-
Total distributions -0- -0- -0- (1.11) -0-
Net asset value, end of period $6.00 $5.61 $4.64 $5.31 $9.81
TOTAL RETURN
Total investment return based
on net asset value(d) 6.95% 20.91% (12.62)% (38.68)% (6.93)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted) $4,829 $3,504 $2,528 $2,736 $5,155
Ratio to average net assets of:
Expenses, net of
waivers/reimbursements 2.70% 2.70% 2.70% 2.70% 2.19%(e)
Expenses, before
waivers/reimbursements 3.82% 4.53% 3.96% 2.89% 2.19%
Expenses, before
waivers/reimbursements
excluding interest
expense 3.82% 4.53% 3.96% 2.89% 2.14%(f)
Net investment loss. (1.08)%(b)(c) (.91)%(b) (1.69)%(b) (1.90)%(b) (1.31)%
Portfolio turnover rate 137% 146% 207% 150% 153%
See footnote summary on page 29.
_______________________________________________________________________________
28 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND
Financial Highlights
- -------------------------------------------------------------------------------
(a) Based on average shares outstanding.
(b) Net of expenses waived/reimbursed by the Adviser.
(c) Net of expenses waived by the Transfer Agent.
(d) 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.
(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
-------------------
Class A 2.34%
Class B 3.17%
Class C 3.16%
Advisor Class 2.18%
(f) Net of interest expense of .04 % on credit facility. (see Note G)
_______________________________________________________________________________
ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 29
Report of Independent Registered Public Accounting Firm
- -------------------------------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
AllianceBernstein All-Asia Investment Fund, Inc.
We have audited the accompanying statement of assets and liabilities of
AllianceBernstein All-Asia Investment Fund, Inc. (the "Fund"), including the
portfolio of investments, as of October 31, 2004, and the related statement of
operations for the year then ended, and the statement of changes in net assets
and the financial highlights for each of the periods indicated therein. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standard require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures
included confirmation of securities owned as of October 31, 2004, by
correspondence with the custodian and others. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
AllianceBernstein All-Asia Investment Fund, Inc. at October 31, 2004, the
results of its operations for the year then ended, and the changes in its net
assets and the financial highlights for each of the periods indicated therein,
in conformity with U.S. generally accepted accounting principles.
/s/ Ernst & Young LLP
New York, New York
December 15, 2004
_______________________________________________________________________________
30 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND
Board of Directors
- -------------------------------------------------------------------------------
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
Philip L.Kirstein, Senior Vice President and Independent Compliance Officer
Hiroshi Motoki(2), Senior Vice President
Thomas J. Bardong, Vice President
Russell Brody, Vice President
Bhaskar Laxminarayan(2), 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 Registered Public Accounting Firm
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 and the Governance and Nominating Committee.
(2) Messrs. Motoki and Laxminarayan are the persons primarily responsible for
the day-to-day management of the Fund's investment portfolio.
_______________________________________________________________________________
ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 31
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
DATE OF BIRTH OCCUPATION(S) OVERSEEN BY HELD BY
(YEAR ELECTED*) DURING PAST 5 YEARS DIRECTOR DIRECTOR
- ---------------------------------------------------------------------------------------------------------------
DISINTERESTED DIRECTORS
William H. Foulk, Jr., # Investment Adviser and an 113 None
2 Sound View Drive Independent Consultant. He was
Suite 100 formerly Senior Manager of Barrett
Greenwich, CT 06830 Associates, Inc., a registered
Chairman of the Board investment adviser, with which
9-7-1932 he had been associated since prior
(Elected on to 1999. He was formerly Deputy
January 14, 2004) Comptroller and Chief
Investment Officer of the State of
New York and, prior thereto,
Chief Investment Officer of the
New York Bank for Savings.
David H. Dievler, # Independent Consultant. Until 98 None
P.O. Box 167 December 1994, he was a Senior
Spring Lake, NJ 07762 Vice President of Alliance
10-23-1929 Capital Management Corporation
1994 ("ACMC") responsible for mutual fund
administration. Prior to joining
ACMC in 1984, he was Chief
Financial Officer of Eberstadt Asset
Management since 1968. Prior to
that, he was a Senior Manager at
Price Waterhouse & Co. Member
of American Institute of Certified
Public Accountants since 1953.
John H. Dobkin, # Consultant. Formerly President 96 None
P.O. Box 12 of Save Venice, Inc. (preservation
Annandale, NY 12504 organization) from 2001-2002,
2-19-1942 a Senior Advisor from June
1994 1999-June 2000 and President
of Historic Hudson Valley (historic
preservation) from December
1989-May 1999. Previously,
Director of the National Academy
of Design and during 1988-1992,
he was Director and Chairman of
the Audit Committee of ACMC.
_______________________________________________________________________________
32 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND
Management of the Fund
- -------------------------------------------------------------------------------
PORTFOLIOS
IN FUND OTHER
NAME, ADDRESS, PRINCIPAL COMPLEX DIRECTORSHIPS
DATE OF BIRTH OCCUPATION(S) OVERSEEN BY HELD BY
(YEAR ELECTED*) DURING PAST 5 YEARS DIRECTOR DIRECTOR
- ---------------------------------------------------------------------------------------------------------------
DISINTERESTED DIRECTORS
(continued)
Alan Stoga, # President of Zemi Communications, 2 None
Zemi Communications L.L.C. since prior to 1999. He is
10 East 40th Street a member of the Board of
Suite 1900 Directors of Tinker Foundation,
New York, NY 10016 the Americas Society (Vice Chairman),
3-28-1951 Council of the Americas, Claremont
1994 Graduate University School of Politics
and Economics, the Center for Global
Finance of the Lubin School of
Business and Argentine American
Chamber of Commerce (President).
He was formerly President of
Zemi Investments from 1995
through 1998 and Managing
Director of Kissinger Associates,
Inc. from 1984 through 1996.
* There is no stated term of office for the Fund's Directors.
# Member of the Audit Committee and the Governance and Nominating Committee.
_______________________________________________________________________________
ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 33
Management of the Fund
- -------------------------------------------------------------------------------
OFFICER INFORMATION
Certain information concerning the Fund's Officers is listed below.
NAME, ADDRESS* POSITION(S) PRINCIPAL OCCUPATION
AND DATE OF BIRTH HELD WITH FUND DURING PAST 5 YEARS**
- --------------------------------------------------------------------------------------------------------------
Marc O. Mayer President and Chief Executive Vice President of ACMC
10-2-1957 Executive Officer since 2001; prior thereto, Chief
Executive Officer of Sanford C.
Bernstein & Co., LLC and its
predecessor since prior to 1999.
Philip L. Kirstein Senior Vice President Senior Vice President and Independent
5-29-1945 and Independent Compliance Officer-Mutual Funds of
Compliance Officer ACMC**, with which he has been
associated since October 2004. Prior
thereto, he was Of Counsel to
Kirkpatrick & Lockhart, LLP from
October 2003 to October 2004, and
General Counsel and First Vice
President of Merrill Lynch Investment
Managers L.P. since prior to 1999 until
March 2003.
Thomas J. Bardong Vice President Senior Vice President of ("ACMC")**,
4-28-1945 with which he has been associated
since prior to 1999.
Russell Brody Vice President Vice President of ACMC**, with which
11-14-1966 he has been associated since prior to
1999.
Hiroshi Motoki Vice President Senior Vice President, a Portfolio
11-24-1956 Manager and Director of Asian Equities
of ACMC**, with which he has been
associated since prior to 1999.
David Poh Vice President Vice President of ACMC**, with which
2-9-1966 he has been associated since prior to
1999.
Bhaskar Laxminarayan Vice President Vice President of ACMC** in Bombay,
8-18-1968 with which he has been associated
since prior to 1999.
Mark R. Manley Secretary Senior Vice President, Deputy General
10-23-1962 Counsel and Chief Compliance Officer
of ACMC**, with which he has been
associated since prior to 1999.
_______________________________________________________________________________
34 o ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND
Management of the Fund
- -------------------------------------------------------------------------------
NAME, ADDRESS* POSITION(S) PRINCIPAL OCCUPATION
AND DATE OF BIRTH HELD WITH FUND DURING PAST 5 YEARS**
- --------------------------------------------------------------------------------------------------------------
OFFICER INFORMATION
(continued)
Mark D. Gersten Treasurer and Chief Senior Vice President of Alliance Global
10-4-1950 Financial Officer Investor Services, Inc. ("AGIS")**, and a
Vice President of AllianceBernstein
Investment Research and Management,
Inc. ("ABIRM")**, with which he has
been associated since prior to 1999.
Vincent S. Noto Controller Vice President of AGIS**, with which he
12-14-1964 has been associated since prior to
1999.
* The address for each of the Fund's Officers is 1345 Avenue of the Americas,
New York, NY 10105.
** ACMC, ABIRM, and AGIS are affiliates of the Fund.
The Fund's Statement of Additional Information ("SAI") has additional
information about the Fund's Directors and Officers and is available without
charge upon request. Contact your financial representative or Alliance Capital
at (800) 227-4618 for a free prospectus or SAI.
_______________________________________________________________________________
ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND o 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
Mid-Cap Growth Fund
Large Cap Growth Fund*
Small Cap Growth Fund
Global & International
All-Asia Investment Fund
Global Health Care Fund*
Global Research Growth Fund
Global Technology Fund*
Greater China '97 Fund
International Premier Growth Fund
New Europe Fund
Worldwide Privatization Fund
- --------------------------------------------
Value Funds
- --------------------------------------------
Domestic
Balanced Shares
Focused Growth & Income 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. You should read the prospectus carefully before you invest.
* Prior to December 15, 2004, these Funds were named as follows: Global Health
Care Fund was Health Care Fund; Large Cap Growth Fund was Premier Growth Fund;
Global Technology Fund was Technology Fund; and Focused Growth & Income Fund
was Disciplined Value Fund.
** Effective February 1, 2005, Small Cap Value Fund will be renamed
Small/Mid-Cap Value 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 ALL-ASIA INVESTMENT FUND
ALLIANCEBERNSTEIN ALL-ASIA INVESTMENT FUND
1345 Avenue of the Americas
New York, NY 10105
(800) 221-5672
[LOGO] AllianceBernstein (SM)
Investment Research and Management
(SM) This service mark used under license from the owner, Alliance Capital
Management L.P.
AAFAR1004
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 director
David H. Dievler qualifies as an audit committee financial expert.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) - (c) The following table sets forth the aggregate fees billed by the
independent auditor Ernst & Young LLP, for the Fund's last two fiscal years for
professional services rendered for: (i) the audit of the Fund's annual financial
statements included in the Fund's annual report to stockholders; (ii) assurance
and related services that are reasonably related to the performance of the audit
of the Fund'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; and (iii) tax compliance, tax advice and
tax return preparation.
Audit-Related
Audit Fees Fees Tax Fees
AllianceBernstein All-Asia Investment 2003 42,000 5,697 15,404
Fund, Inc.
2004 42,000 11,040 21,855
(d) Not applicable.
(e) (1) 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 Fund 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 the Fund.
(e) (2) All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in
the table under Item 4 (a) - (c) are for services pre-approved by the Fund's
Audit Committee.
(f) Not applicable.
(g) The following table sets forth the aggregate non-audit services provided to
the Fund, the Fund's Adviser and entities that control, are controlled by or
under common control with the Adviser that provide ongoing services to the Fund,
which include conducting an annual internal control report pursuant to Statement
on Auditing Standards No. 70 ("Service Affiliates"):
Total Amount of
Foregoing Column
Pre-approved by the
Audit Committee
All Fees for (Portion Comprised of
Non-Audit Services Audit Related Fees)
Provided to the (Portion Comprised of
Portfolio, the Adviser Tax Fees)
and Service Affiliates
AllianceBernstein All-Asia Investment 2003 770,066 408,101
Fund, Inc. 392,697
15,404
2004 1,134,627 182,895
161,040
21,855
(h) 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.
Please see Schedule of Investments contained in the Report to Shareholders
included under Item 1 of this Form N-CSR.
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.
There have been no material changes to the procedures by which shareholders may
recommend nominees to the Fund's Board of Directors since the Fund last provided
disclosure in response to this item.
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 All-Asia Investment Fund, Inc.
By: /s/ Marc O. Mayer
-------------------
Marc O. Mayer
President
Date: December 31, 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: December 31, 2004
By: /s/ Mark D. Gersten
-------------------
Mark D. Gersten
Treasurer and Chief Financial Officer
Date: December 31, 2004