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: 811-08527
ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH 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: July 31, 2005
Date of reporting period: January 31, 2005
ITEM 1. REPORTS TO STOCKHOLDERS.
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International Large-Cap
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[LOGO] AllianceBernstein(SM)
Investment Research and Management
AllianceBernstein International Premier Growth Fund
Semi-Annual Report -- January 31, 2005
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The Fund expects to hold a meeting of shareholders on or about November 15,
2005, at which the election of directors will be considered. For information
with respect to submitting a candidate for director for consideration by the
Governance and Nominating Committee of the Fund's Board of Directors, please
see the Nominating Procedures in the Fund's Statement of Additional Information.
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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.
March 21, 2005
Semi-Annual Report
This report provides management's discussion of fund performance for
AllianceBernstein International Premier Growth Fund (the "Fund") for the
semi-annual reporting period ended January 31, 2005.
Investment Objective and Policies
This open-end fund seeks long-term growth of capital by investing predominantly
in the equity securities of a limited number of carefully selected,
international companies that are judged likely to achieve superior earnings
growth. Current income is incidental to the Fund's objective.
Investment Results
The table on page 4 shows the Fund's performance compared to its benchmark, the
Morgan Stanley Capital International (MSCI) Europe, Australasia and Far East
(EAFE) Index, for the six- and 12-month periods ended January 31, 2005. The
MSCI EAFE Growth Index is also included in the table as a second comparison
since the Fund generally holds stocks that are categorized as growth stocks as
opposed to value stocks.
The Fund underperformed its benchmark, the MSCI EAFE Index, for both the six-
and 12-month periods ended January 31, 2005. In 2004, the Fund continued to
struggle against the headwinds to its high-quality, large-cap growth strategy,
as value stocks and low-quality growth stocks continued their relative
outperformance during the period under review.
In particular, the Fund's relative performance was hurt by poor stock selection
in the finance and capital goods sectors. The Fund's holdings in the consumer
staples sector had a strong showing during 2004, but this showing was not
enough to offset the Fund's underperformance.
Market Review and Investment Strategy
The driving force of international equity markets during the 12-month period
ended January 31, 2005 has primarily been energy prices. For most of 2004,
fears that higher energy prices would curb the ongoing global economic
expansion and dent corporate profits provided little incentive for investors to
pump new money into stocks. But in the latter part of the year, investors
staged a powerful rally, encouraged by a positive combination of falling energy
prices and renewed optimism about the U.S. economy, perceived as the main
engine of the world's economic growth. In January 2005, international investors
decided to lock in some of the robust gains registered in the fourth calendar
quarter of 2004, as profit taking dragged down the stock prices of many of the
winners of the previous few quarters.
In comparison to the MSCI EAFE Index, the Fund held overweighted positions in
consumer discretionary, health care and technology stocks, and underweighted
positions in financials, industrials and telecommunication stocks during the
reporting period. The Fund's regional allocation was slightly underweighted in
Europe and overweighted in emerging markets. The Fund continues to own
fundamentally superior stocks with strong earnings growth and positive
analysts' earnings revisions that offer attractive rates of return on equity to
their shareholders, while maintaining valuation
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND o 1
characteristics that are very similar to the MSCI EAFE Index in terms of
price/earnings and price/book ratios.
In Memory
It is with sadness that we announce the passing of Clifford L. Michel, a member
of the Board of Directors of AllianceBernstein International Premier Growth
Fund. Mr. Michel served the interests of the Fund's shareholders for the last
six years. His hard work, dedication and contributions to the Fund will be
greatly missed.
_______________________________________________________________________________
2 o ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH 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.
Benchmark Disclosure
The unmanaged Morgan Stanley Capital International (MSCI) Europe, Australasia
and Far East (EAFE) Index and the unmanaged MSCI EAFE Growth Index do not
reflect fees and expenses associated with the active management of a mutual
fund portfolio. The MSCI EAFE Index is a market capitalization-weighted index
that measures stock market performance in 21 countries within Europe,
Australasia and the Far East. The MSCI EAFE Growth Index is a market
capitalization-weighted index that measures stock performance in 21 countries
within Europe, Australasia and the Far East with a greater-than-average growth
orientation. Investors cannot invest directly in indices, and their results are
not indicative of the performance for any specific investment, including the
Fund.
A Word About Risk
Substantially all of the Fund's assets will be invested in foreign securities.
Foreign markets can be more volatile than the U.S. market due to increased
risks of adverse issuer, political, regulatory, market or economic
developments. In addition, because the Fund will invest in foreign currency
denominated securities, fluctuations in the value of the Fund's investments may
be magnified by changes in foreign exchange rates. The Fund concentrates its
investments in a limited number of issues and an investment in the Fund is
therefore subject to greater risk and volatility than investments in a more
diversified portfolio. While the Fund invests principally in common stocks and
other equity securities, in order to achieve its investment objectives, the
Fund may at times use certain types of investment derivatives, such as options,
futures, forwards and swaps. These instruments involve risks different from,
and in certain cases, greater than, the risks presented by more traditional
investments. These risks are fully discussed in the Fund's prospectus.
(Historical Performance continued on next page)
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND o 3
Historical Performance
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HISTORICAL PERFORMANCE
(continued from previous page)
Returns
THE FUND VS. ITS BENCHMARK -------------------------
PERIODS ENDED JANUARY 31, 2005 6 Months 12 Months
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AllianceBernstein International
Premier Growth Fund
Class A 13.06% 7.74%
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Class B 12.59% 6.92%
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Class C 12.72% 7.03%
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Advisor Class 13.30% 8.17%
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MSCI EAFE Index 16.77% 16.83%
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MSCI EAFE Growth Index 15.47% 11.61%
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See Historical Performance and Benchmark disclosures on previous page.
(Historical Performance continued on next page)
_______________________________________________________________________________
4 o ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND
Historical Performance
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HISTORICAL PERFORMANCE
(continued from previous page)
AVERAGE ANNUAL RETURNS AS OF JANUARY 31, 2005
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NAV Returns SEC Returns
Class A Shares
1 Year 7.74% 3.11%
5 Years -7.35% -8.15%
Since Inception* -0.09% -0.71%
Class B Shares
1 Year 6.92% 2.92%
5 Years -8.07% -8.07%
Since Inception* -0.84% -0.84%
Class C Shares
1 Year 7.03% 6.03%
5 Years -8.05% -8.05%
Since Inception* -0.82% -0.82%
Advisor Class Shares
1 Year 8.17%
5 Years -7.10%
Since Inception* 0.19%
SEC AVERAGE ANNUAL RETURNS (WITH SALES CHARGES)
AS OF THE MOST RECENT CALENDAR QUARTER-END (DECEMBER 31, 2004)
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Class A Shares
1 Year 8.28%
5 Years -7.79%
Since Inception* -0.23%
Class B Shares
1 Year 8.11%
5 Years -7.70%
Since Inception* -0.35%
Class C Shares
1 Year 11.23%
5 Years -7.66%
Since Inception* -0.33%
* Inception Date: 3/3/98 for Class A, B, C and Advisor Class shares.
See Historical Performance disclosures on page 3.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH 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
August 1, 2004 January 31, 2005 During Period*
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Class A
Actual $1,000 $1,130.59 $11.17
Hypothetical (5% return before expenses) $1,000 $1,014.72 $10.56
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Class B
Actual $1,000 $1,125.93 $15.43
Hypothetical (5% return before expenses) $1,000 $1,010.69 $14.60
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Class C
Actual $1,000 $1,127.16 $15.12
Hypothetical (5% return before expenses) $1,000 $1,010.99 $14.29
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Advisor Class
Actual $1,000 $1,132.95 $ 9.62
Hypothetical (5% return before expenses) $1,000 $1,016.18 $ 9.10
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* Expenses are equal to the classes' annualized expense ratios of 2.08%,
2.88%, 2.82% and 1.79%, respectively, multiplied by the average account value
over the period, multiplied by the number of days in the most recent fiscal
half-year/365 (to reflect the one-half year period).
_______________________________________________________________________________
6 o ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND
Portfolio Summary
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PORTFOLIO SUMMARY
January 31, 2005 (unaudited)
PORTFOLIO STATISTICS
Net Assets ($mil): $85.6
SECTOR BREAKDOWN*
20.5% Finance
18.5% Consumer Services
17.1% Technology
15.3% Health Care
11.6% Consumer Manufacturing
5.4% Energy [PIE CHART OMITTED]
4.2% Multi-Industry
4.0% Consumer Staples
2.6% Capital Goods
0.8% Basic Industry
COUNTRY BREAKDOWN*
24.0% United Kingdom
22.3% Japan
13.2% Switzerland
7.3% France
4.6% Germany
4.2% Spain [PIE CHART OMITTED]
4.1% Ireland
3.0% Netherlands
2.5% Australia
2.4% Italy
2.2% Hong Kong
10.2% Other
* All data are as of January 31, 2005. The Fund's sector and country
breakdowns are expressed as a percentage of total investments and may vary over
time. "Other" country weightings represent less than 2% weightings in the
following countries: Greece, India, Israel, Mexico, South Korea, Sweden and
Taiwan.
Please Note: The sector classifications presented herein are based on the
sector categorization methodology of the Adviser.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND o 7
Ten Largest Holdings
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TEN LARGEST HOLDINGS
January 31, 2005 (unaudited)
Percent of
Company U.S. $ Value Net Assets
_______________________________________________________________________________
Royal Bank of Scotland Group Plc. $ 3,515,514 4.1%
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Tesco Plc. 3,250,738 3.8
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Total, SA 2,925,626 3.4
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Novartis AG 2,884,519 3.4
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Hoya Corp. 2,482,824 2.9
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Reckitt Benckiser Plc. 2,452,929 2.9
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SAP AG 2,348,127 2.7
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Denso Corp. 2,293,724 2.7
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HSBC Holdings Plc. 2,244,158 2.6
- -------------------------------------------------------------------------------
Carnival Plc. 2,197,390 2.6
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$26,595,549 31.1%
_______________________________________________________________________________
8 o ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND
Portfolio of Investments
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PORTFOLIO OF INVESTMENTS
January 31, 2005 (unaudited)
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
COMMON STOCKS & OTHER
INVESTMENTS-98.5%
Australia-2.5%
Coles Myer, Ltd. 99,437 $ 715,797
Publishing & Broadcasting, Ltd. 1,083 13,761
Rinker Group, Ltd. 159,890 1,389,099
-------------
2,118,657
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France-7.1%
BNP Paribas, SA 16,547 1,195,441
Essilor International, SA 8,578 609,099
Sanofi-Aventis 12,373 922,809
Schneider Electric, SA 5,783 442,840
Total, SA 13,591 2,925,626
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6,095,815
-------------
Germany-4.5%
Porsche AG pfd. 1,970 1,286,935
SAP AG 15,134 2,348,127
Siemens AG 2,711 216,873
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3,851,935
-------------
Greece-0.4%
EFG Eurobank Ergasias 10,340 334,091
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Hong Kong-2.2%
Esprit Holdings, Ltd. 321,000 1,856,120
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India-1.3%
Housing Development Finance Corp., Ltd. 29,269 521,545
Infosys Technologies, Ltd. 11,800 558,083
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1,079,628
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Ireland-4.1%
Allied Irish Banks Plc. 43,125 860,378
Anglo Irish Bank Corp. Plc. 22,259 542,804
CRH Plc. 78,631 2,079,665
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3,482,847
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Israel-1.8%
Teva Pharmaceutical Industries, Ltd. (ADR) 53,400 1,534,182
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Italy-2.4%
ENI SpA 68,202 1,665,618
Fastweb(a) 7,373 357,577
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2,023,195
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Japan-22.0%
Aeon Credit Service Co., Ltd. 12,100 850,277
Aisin Seiki Co., Ltd. 8,900 210,262
Canon, Inc. 39,400 2,055,913
Daikin Industries, Ltd. 27,800 749,138
Denso Corp. 88,400 2,293,724
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND o 9
Portfolio of Investments
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Company Shares U.S. $ Value
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Eisai Co., Ltd. 32,400 $ 1,050,485
Honda Motor Co., Ltd. 31,500 1,645,838
Hoya Corp. 24,100 2,482,824
Keyence Corp. 6,500 1,490,603
Mitsubishi Corp. 163,000 1,913,636
Mitsubishi Tokyo Financial Group, Inc. 122 1,153,369
Mitsui & Co., Ltd. 94,000 871,594
Nitto Denko Corp. 18,100 962,921
Ricoh Co., Ltd. 14,000 247,317
Suzuki Motor Corp. 45,800 837,834
-------------
18,815,735
-------------
Mexico-1.8%
America Movil SA de CV Series L (ADR) 29,100 1,544,046
-------------
Netherlands-2.9%
ASML Holding NV(a) 45,163 740,483
ING Groep NV 52,300 1,510,298
Royal Numico NV(a) 7,321 281,025
-------------
2,531,806
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South Korea-1.2%
Samsung Electronics Co., Ltd. 2,180 1,050,603
-------------
Spain-4.1%
Banco Bilbao Vizcaya Argentaria, SA 103,790 1,753,410
Gestevision Telecinco, SA(a) 34,316 743,644
Industria de Diseno Textil, SA (Inditex) 37,419 1,060,992
-------------
3,558,046
-------------
Sweden-1.7%
LM Ericsson AB(a) 495,939 1,457,927
-------------
Switzerland-13.0%
Alcon, Inc. 16,200 1,283,040
Compagnie Financiere Richemont AG 36,480 1,142,618
Nobel Biocare Holding AG 5,736 1,008,350
Novartis AG 60,024 2,884,519
Roche Holding AG 20,214 2,158,725
Synthes, Inc. 3,991 457,879
UBS AG 27,017 2,194,904
-------------
11,130,035
-------------
Taiwan-1.9%
Asustek Computer, Inc.
Warrants, expiring 3/18/07(a) 218,000 595,794
Hon Hai Precision Industry Co., Ltd. (GDR) (b) 55,260 490,156
Taiwan Semiconductor Manufacturing Co., Ltd.
Warrants, expiring 11/21/05(a) 271,000 512,461
-------------
1,598,411
-------------
United Kingdom-23.6%
BHP Billiton Plc. 51,747 641,781
Capita Group Plc. 141,710 957,591
_______________________________________________________________________________
10 o ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND
Portfolio of Investments
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Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Carnival Plc. 36,594 $ 2,197,390
Enterprise Inns Plc. 43,521 612,001
Hilton Group Plc. 101,826 566,337
HSBC Holdings Plc. 135,520 2,244,158
Man Group Plc. 10,431 267,225
Reckitt Benckiser Plc. 82,502 2,452,929
Royal Bank of Scotland Group Plc. 106,008 3,515,514
Smith & Nephew Plc. 105,261 1,029,768
Standard Chartered Plc. 48,860 897,053
Tesco Plc. 559,590 3,250,738
WPP Group Plc. 142,967 1,555,248
-------------
20,187,733
-------------
Total Investments-98.5%
(cost $62,807,451) 84,250,812
Other assets less liabilities-1.5% 1,308,693
-------------
Net Assets-100% $ 85,559,505
=============
(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
January 31, 2005, the market value of this security amounted to $490,156 or
0.6% of net assets.
Glossary of terms:
ADR - American Depositary Receipt
GDR - Global Depositary Receipt
pfd. - Preferred Stock
See notes to financial statements.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND o 11
Statement of Assets & Liabilities
- -------------------------------------------------------------------------------
STATEMENT OF ASSETS & LIABILITIES
January 31, 2005 (unaudited)
ASSETS
Investments in securities, at value (cost $62,807,451) $ 84,250,812
Cash 179,246
Foreign cash, at value (cost $1,055,247) 1,062,285
Receivable for investment securities sold 1,739,642
Receivable for capital stock sold 342,379
Dividends receivable 48,099
-------------
Total assets 87,622,463
-------------
LIABILITIES
Payable for investment securities purchased 1,432,788
Payable for capital stock redeemed 344,727
Advisory fee payable 55,062
Distribution fee payable 47,310
Transfer Agent fee payable 28,399
Administrative fee payable 8,548
Accrued expenses 146,124
-------------
Total liabilities 2,062,958
-------------
Net Assets $ 85,559,505
=============
COMPOSITION OF NET ASSETS
Capital stock, at par $ 9,140
Additional paid-in capital 189,657,237
Accumulated net investment loss (598,632)
Accumulated net realized loss on investment
and foreign currency transactions (124,958,823)
Net unrealized appreciation of investments
and foreign currency denominated assets and liabilities 21,450,583
-------------
$ 85,559,505
=============
CALCULATION OF MAXIMUM OFFERING PRICE
Class A Shares
Net asset value and redemption price per share
($21,000,899/2,185,473 shares of capital stock
issued and outstanding) $ 9.61
Sales charge--4.25% of public offering price .43
------
Maximum offering price $10.04
======
Class B Shares
Net asset value and offering price per share
($36,696,222/4,022,890 shares of capital stock
issued and outstanding) $ 9.12
======
Class C Shares
Net asset value and offering price per share
($11,763,561/1,288,617 shares of capital stock
issued and outstanding) $ 9.13
======
Advisor Class Shares
Net asset value, redemption and offering price per share
($16,098,823/1,643,207 shares of capital stock
issued and outstanding) $ 9.80
======
See notes to financial statements.
_______________________________________________________________________________
12 o ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND
Statement of Operations
- -------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
Six Months Ended January 31, 2005 (unaudited)
INVESTMENT INCOME
Dividends (net of foreign taxes withheld
of $49,395) $ 485,003
Interest 933 $ 485,936
------------
EXPENSES
Advisory fee 349,036
Distribution fee -- Class A 33,111
Distribution fee -- Class B 189,737
Distribution fee -- Class C 61,724
Transfer agency 186,237
Custodian 86,847
Printing 41,582
Administrative 41,000
Audit 36,627
Legal 31,349
Registration 31,140
Directors' fees 13,191
Miscellaneous 4,665
------------
Total expenses 1,106,246
Less: expenses waived by the Adviser
(see Note B) (21,603)
Less: expense offset arrangement
(see Note B) (75)
------------
Net expenses 1,084,568
------------
Net investment loss (598,632)
------------
REALIZED AND UNREALIZED GAIN
ON INVESTMENT AND FOREIGN
CURRENCY TRANSACTIONS
Net realized gain on:
Investment transactions 4,382,127
Foreign currency transactions 32,955
Net change in unrealized
appreciation/depreciation of:
Investments 6,674,645
Foreign currency denominated assets
and liabilities 7,566
------------
Net gain on investment and foreign
currency transactions 11,097,293
------------
NET INCREASE IN NET ASSETS FROM
OPERATIONS $ 10,498,661
============
See notes to financial statements.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND o 13
Statement of Changes in Net Assets
- -------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
Six Months Ended Year Ended
January 31, 2005 July 31,
(unaudited) 2004
============= =============
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS
Net investment loss $ (598,632) $ (1,187,964)
Net realized gain on investment and
foreign currency transactions 4,415,082 9,686,771
Net change in unrealized
appreciation/depreciation of
investments and foreign currency
denominated assets and liabilities 6,682,211 3,413,472
------------- -------------
Net increase in net assets from
operations 10,498,661 11,912,279
CAPITAL STOCK TRANSACTIONS
Net decrease (12,194,002) (22,209,594)
------------- -------------
Total decrease (1,695,341) (10,297,315)
NET ASSETS
Beginning of period 87,254,846 97,552,161
------------- -------------
End of period (including accumulated
net investment income (loss) of
($598,632) and $0, respectively) $ 85,559,505 $ 87,254,846
============= =============
See notes to financial statements.
_______________________________________________________________________________
14 o ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND
Notes to Financial Statements
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
January 31, 2005 (unaudited)
NOTE A
Significant Accounting Policies
AllianceBernstein International Premier Growth Fund, Inc. (the "Fund") was
incorporated as a Maryland Corporation on November 24, 1997 and is registered
under the Investment Company Act of 1940, as a diversified, 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%
for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000
or more, Class A shares redeemed within one year of purchase may be subject to
a contingent deferred sales charge of 1%. Class B shares are currently sold
with a contingent deferred sales charge which declines from 4% to zero
depending on the period of time the shares are held. Class B shares will
automatically convert to Class A shares eight years after the end of the
calendar month of purchase. Class C shares are subject to a contingent deferred
sales charge of 1% on redemptions made within the first year after purchase.
Advisor Class shares are sold without an initial or contingent deferred sales
charge 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
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND o 15
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,
_______________________________________________________________________________
16 o ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND
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. 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 as adjustments to interest income.
5. Income and Expenses
All income earned and expenses incurred by the Fund are borne on a pro-rata
basis by each outstanding class of shares, based on the proportionate interest
in the Fund represented by the net assets of such class, except that the Fund's
Class B and Class C shares bear higher distribution and transfer agent fees
than Class A shares and Advisor Class shares. Advisor Class shares have no
distribution fees.
6. Dividends and Distributions
Dividends and distributions to shareholders, if any, are recorded on the
ex-dividend date. Income and capital gains distributions are determined in
accordance with federal tax regulations and may differ from those determined in
accordance with 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.
7. Change of Fiscal Year End
During 2003, the Fund changed its fiscal year end from November 30 to July 31.
Accordingly, the financial highlights include the period from December 1, 2002
to July 31, 2003.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND o 17
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 Advisor 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
at 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 to 2.50%, 3.20%, 3.20%, and 2.20% of the
average daily net assets for Class A, Class B, Class C, and Advisor Class
shares, respectively.
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. From August 1, 2004 through September
6, 2004, such waiver amounted to $21,603. For a more complete discussion of the
Adviser's settlement with the NYAG, please see "Legal Proceedings" below.
Pursuant to the advisory agreement, the Adviser provides certain legal and
accounting services to the Fund. For the six months ended January 31, 2005,
such fees amounted to $41,000.
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 $122,678 for the six months ended January
31, 2005.
For the six months ended January 31, 2005, the Fund's expenses were reduced by
$75 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 $1,054 from the sales of Class A shares and received
$1,051, $20,144 and $319 in contingent deferred sales charges imposed upon
redemptions by shareholders of Class A, Class B and Class C shares,
respectively, for the six months ended January 31, 2005.
Brokerage commissions paid on investment transactions for the six months ended
January 31, 2005, amounted to $117,779, none of which were paid to Sanford C.
Bernstein & Co. LLC, an affiliate of the Adviser.
_______________________________________________________________________________
18 o ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND
Notes to Financial Statements
- -------------------------------------------------------------------------------
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 Fund's average daily net assets
attributable to the Class B and Class C shares. There are no distribution and
servicing fees on the Advisor Class shares. The fees are accrued daily and paid
monthly. The Agreement provides that the Distributor will use such payments in
their entirety for distribution assistance and promotional activities. The
Distributor has advised the Fund that it has incurred expenses in excess of the
distribution costs reimbursed by the Fund in the amount of $5,491,097 and
$1,228,054 for Class B and Class C shares, respectively; such costs may be
recovered from the Fund in future periods so long as the Agreement is in
effect. In accordance with the Agreement, there is no provision for recovery of
unreimbursed distribution costs incurred by the Distributor beyond the current
fiscal year for Class A shares. The Agreement also provides that the Adviser
may use its own resources to finance the distribution of the Fund's shares.
NOTE D
Investment Transactions
Purchases and sales of investment securities (excluding short-term investments)
for the six months ended January 31, 2005, were as follows:
Purchases Sales
============= =============
Investment securities (excluding
U.S. government securities) $ 26,801,887 $ 40,263,631
U.S. government securities -0- -0-
The cost of investments for federal income tax purposes was substantially the
same as the cost for financial reporting purposes. Accordingly, gross
unrealized appreciation and unrealized depreciation (excluding foreign currency
transactions) are as follows:
Gross unrealized appreciation $ 21,585,335
Gross unrealized depreciation (141,974)
-------------
Net unrealized appreciation $ 21,443,361
=============
Forward Exchange Currency Contracts
The Fund may enter into forward exchange currency contracts in order to hedge
its exposure to changes in foreign currency exchange rates on its foreign
portfolio holdings, to hedge certain firm purchase and sale 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
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND o 19
Notes to Financial Statements
- -------------------------------------------------------------------------------
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 the counterparty to meet the
terms of a contract and from unanticipated movements in the value of a foreign
currency relative to the U.S. dollar. 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 $.001 par value capital stock authorized,
divided into four classes, designated Class A, Class B, Class C and Advisor
Class shares. Each class consists of 3,000,000,000 authorized shares.
Transactions in capital stock were as follows:
Shares Amount
--------------------------- ------------------------------
Six Months Six Months
Ended Ended
January 31, Year Ended January 31, Year Ended
2005 July 31, 2005 July 31,
(unaudited) 2004 (unaudited) 2004
------------ ------------ -------------- --------------
Class A
Shares sold 500,330 1,998,756 $ 4,465,190 $ 15,389,180
- -------------------------------------------------------------------------------
Shares converted
from Class B 24,258 181,054 227,390 2,299,673
- -------------------------------------------------------------------------------
Shares redeemed (927,674) (2,753,582) (8,403,344) (22,689,280)
- -------------------------------------------------------------------------------
Net decrease (403,086) (573,772) $ (3,710,764) $ (5,000,427)
===============================================================================
Class B
Shares sold 110,264 383,084 $ 967,534 $ 3,129,394
- -------------------------------------------------------------------------------
Shares converted to
Class A (26,706) (193,452) (227,390) (2,299,673)
- -------------------------------------------------------------------------------
Shares redeemed (804,838) (1,765,752) (6,950,103) (13,718,755)
- -------------------------------------------------------------------------------
Net decrease (721,280) (1,576,120) $ (6,209,959) $(12,889,034)
===============================================================================
_______________________________________________________________________________
20 o ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND
Notes to Financial Statements
- -------------------------------------------------------------------------------
Shares Amount
--------------------------- ------------------------------
Six Months Six Months
Ended Ended
January 31, Year Ended January 31, Year Ended
2005 July 31, 2005 July 31,
(unaudited) 2004 (unaudited) 2004
------------ ------------ -------------- --------------
Class C
Shares sold 55,104 1,319,585 $ 480,782 $ 9,878,860
- -------------------------------------------------------------------------------
Shares redeemed (298,684) (1,892,005) (2,615,841) (14,621,055)
- -------------------------------------------------------------------------------
Net decrease (243,580) (572,420) $ (2,135,059) $ (4,742,195)
===============================================================================
Advisor Class
Shares sold 175,270 785,270 $ 1,708,710 $ 6,778,674
- -------------------------------------------------------------------------------
Shares redeemed (197,196) (768,694) (1,846,930) (6,356,612)
- -------------------------------------------------------------------------------
Net increase
(decrease) (21,926) 16,576 $ (138,220) $ 422,062
===============================================================================
NOTE F
Risks Involved in Investing in the Fund
Concentration of Risk--Investing in securities of foreign companies involves
special risks which include changes in foreign exchange rates and the
possibility of future political and economic developments which could adversely
affect the value of such securities. Moreover, securities of many foreign
companies and their markets may be less liquid and their prices more volatile
than those of comparable United States companies.
Indemnification 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
miscellaneous expenses in the statement of operations. The Fund did not utilize
the Facility during the six months ended January 31, 2005.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND o 21
Notes to Financial Statements
- -------------------------------------------------------------------------------
NOTE H
Components of Accumulated Earnings (Deficit)
The tax character of distributions to be paid for the year ending July 31, 2005
will be determined at the end of the current fiscal year.
As of July 31, 2004, the components of accumulated earnings/(deficit) on a tax
basis were as follows:
Accumulated capital and other losses $(127,403,195)(a)
-------------
Unrealized appreciation/(depreciation) 12,797,662(b)
-------------
Total accumulated earnings/(deficit) $(114,605,533)
=============
(a) On July 31, 2004, the Fund had a net capital loss carryforward of
$127,403,195, of which $2,970,600 expires in the year 2008, $97,068,324 expires
in the year 2009, $19,888,061 expires in the year 2010 and $7,476,210 expires
in the year 2011. During the fiscal year, the Fund utilized capital loss
carryforwards of $7,357,074. To the extent future capital gains are offset by
capital loss carryforwards, such gains will not be distributed.
(b) The difference between book-basis and tax-basis unrealized
appreciation/(depreciation) is attributable primarily to the tax deferral of
losses on wash sales.
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 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;
_______________________________________________________________________________
22 o ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND
Notes to Financial Statements
- -------------------------------------------------------------------------------
(ii) The Adviser agreed to reduce the advisory fees it receives from some of
the AllianceBernstein long-term, open-end retail funds 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 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.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND o 23
Notes to Financial Statements
- -------------------------------------------------------------------------------
Since October 2, 2003, numerous additional lawsuits making factual allegations
similar to those in the Hindo Complaint were filed against the Adviser and
certain other defendants, some of which name the Fund as a defendant. All of
these lawsuits seek an unspecified amount of damages. 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, and the NASD has
issued requests for information, in connection with this matter and the Adviser
has provided documents and other information to the SEC and NASD and is
cooperating fully with the investigations. On March 11, 2005, discussions
commenced with the NASD that management believes will conclude these
investigations.
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
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
_______________________________________________________________________________
24 o ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND
Notes to Financial Statements
- -------------------------------------------------------------------------------
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.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND o 25
Financial Highlights
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class A
-----------------------------------------------------------------------------------------
Six Months
Ended December 1,
January 31, Year Ended 2002 to Year Ended November 30,
2005 July 31, July 31, --------------------------------------------------
(unaudited) 2004 2003(a) 2002 2001 2000 1999
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net asset value,
beginning of period $8.50 $7.54 $7.31 $8.36 $10.50 $13.22 $9.63
INCOME FROM INVESTMENT
OPERATIONS
Net investment loss(b) (.04)(c) (.07)(c)(d) (.03)(c) (.09) (.10) (.14) (.15)(c)
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions 1.15 1.03 .26 (.96) (2.04) (2.14) 3.74
Net increase (decrease) in
net asset value from
operations 1.11 .96 .23 (1.05) (2.14) (2.28) 3.59
LESS: DISTRIBUTIONS
Distributions from net
realized gain on
investment and foreign
currency transactions -0- -0- -0- -0- -0- (.44) -0-
Total distributions -0- -0- -0- -0- -0- (.44) -0-
Net asset value,
end of period $9.61 $8.50 $7.54 $7.31 $8.36 $10.50 $13.22
TOTAL RETURN
Total investment return
based on net asset
value(e) 13.06% 12.73% 3.15% (12.56)% (20.38)% (17.88)% 37.28%
RATIOS/SUPPLEMENTAL
DATA
Net assets, end of period
(000's omitted) $21,001 $22,001 $23,851 $27,456 $40,555 $60,330 $12,851
Ratio to average net
assets of:
Expenses, net of waivers/
reimbursements 2.08%(f) 2.23% 2.50%(f) 2.47% 2.17% 1.95% 2.51%(g)
Expenses, before waivers/
reimbursements 2.13%(f) 2.46% 2.99%(f) 2.47% 2.17% 1.95% 3.26%
Net investment loss (.97)%(c)(f) (.81)%(c)(d) (.68)%(c)(f)(1.17)% (1.06)% (1.07)% (1.34)%(c)
Portfolio turnover rate 31% 84% 56% 75% 171% 111% 107%
See footnote summary on page 30.
_______________________________________________________________________________
26 o ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND
Financial Highlights
- -------------------------------------------------------------------------------
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class B
-----------------------------------------------------------------------------------------
Six Months
Ended December 1,
January 31, Year Ended 2002 to Year Ended November 30,
2005 July 31, July 31, --------------------------------------------------
(unaudited) 2004 2003(a) 2002 2001 2000 1999
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net asset value,
beginning of period $8.10 $7.25 $7.06 $8.12 $10.29 $13.05 $9.58
INCOME FROM INVESTMENT
OPERATIONS
Net investment loss(b) (.08)(c) (.13)(c)(d) (.06)(c) (.14)(c) (.17) (.23) (.22)(c)
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions 1.10 .98 .25 (.92) (2.00) (2.09) 3.69
Net increase (decrease) in
net asset value from
operations 1.02 .85 .19 (1.06) (2.17) (2.32) 3.47
LESS: DISTRIBUTIONS
Distributions from net
realized gain on
investment and foreign
currency transactions -0- -0- -0- -0- -0- (.44) -0-
Total distributions -0- -0- -0- -0- -0- (.44) -0-
Net asset value,
end of period $9.12 $8.10 $7.25 $7.06 $8.12 $10.29 $13.05
TOTAL RETURN
Total investment return
based on net asset
value(e) 12.59% 11.72% 2.69% (13.05)% (21.09)% (18.44)% 36.22%
RATIOS/SUPPLEMENTAL
DATA
Net assets, end of period
(000's omitted) $36,696 $38,430 $45,815 $52,744 $80,353 $122,503 $28,678
Ratio to average net
assets of:
Expenses, net of waivers/
reimbursements 2.88%(f) 2.99% 3.20%(f) 3.20% 2.92% 2.67% 3.21%(g)
Expenses, before waivers/
reimbursements 2.93%(f) 3.26% 3.79%(f) 3.25% 2.92% 2.67% 3.93%
Net investment loss (1.77)%(c)(f)(1.57)%(c)(d)(1.38)%(c)(f)(1.88)%(c) (1.84)% (1.79)% (2.07)%(c)
Portfolio turnover rate 31% 84% 56% 75% 171% 111% 107%
See footnote summary on page 30.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND o 27
Financial Highlights
- -------------------------------------------------------------------------------
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class C
-----------------------------------------------------------------------------------------
Six Months
Ended December 1,
January 31, Year Ended 2002 to Year Ended November 30,
2005 July 31, July 31, --------------------------------------------------
(unaudited) 2004 2003(a) 2002 2001 2000 1999
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net asset value,
beginning of period $8.10 $7.25 $7.06 $8.13 $10.29 $13.05 $9.57
INCOME FROM INVESTMENT
OPERATIONS
Net investment loss(b) (.07)(c) (.13)(c)(d) (.06)(c) (.14)(c) (.16) (.23) (.22)(c)
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions 1.10 .98 .25 (.93) (2.00) (2.09) 3.70
Net increase (decrease) in
net asset value from
operations 1.03 .85 .19 (1.07) (2.16) (2.32) 3.48
LESS: DISTRIBUTIONS
Distributions from net
realized gain on
investment and foreign
currency transactions -0- -0- -0- -0- -0- (.44) -0-
Total distributions -0- -0- -0- -0- -0- (.44) -0-
Net asset value,
end of period $9.13 $8.10 $7.25 $7.06 $8.13 $10.29 $13.05
TOTAL RETURN
Total investment return
based on net asset
value(e) 12.72% 11.72% 2.69% (13.16)% (20.99)% (18.44)% 36.36%
RATIOS/SUPPLEMENTAL
DATA
Net assets, end of period
(000's omitted) $11,764 $12,417 $15,257 $17,942 $28,990 $46,894 $9,235
Ratio to average net
assets of:
Expenses, net of waivers/
reimbursements 2.82%(f) 2.97% 3.20%(f) 3.20% 2.88% 2.66% 3.21%(g)
Expenses, before waivers/
reimbursements 2.87%(f) 3.21% 3.73%(f) 3.20% 2.88% 2.66% 3.92%
Net investment loss (1.70)%(c)(f)(1.54)%(c)(d)(1.37)%(c)(f)(1.90)%(c) (1.80)% (1.79)% (2.06)%(c)
Portfolio turnover rate 31% 84% 56% 75% 171% 111% 107%
See footnote summary on page 30.
_______________________________________________________________________________
28 o ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND
Financial Highlights
- -------------------------------------------------------------------------------
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Advisor Class
-----------------------------------------------------------------------------------------
Six Months
Ended December 1,
January 31, Year Ended 2002 to Year Ended November 30,
2005 July 31, July 31, --------------------------------------------------
(unaudited) 2004 2003(a) 2002 2001 2000 1999
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net asset value,
beginning of period $8.65 $7.66 $7.41 $8.44 $10.58 $13.27 $9.64
INCOME FROM INVESTMENT
OPERATIONS
Net investment loss(b) (.03)(c) (.03)(c)(d) (.01)(c) (.07) (.07) (.09) (.12)(c)
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions 1.18 1.02 .26 (.96) (2.07) (2.16) 3.75
Net increase (decrease) in
net asset value from
operations 1.15 .99 .25 (1.03) (2.14) (2.25) 3.63
LESS: DISTRIBUTIONS
Distributions from net
realized gain on
investment and foreign
currency transactions -0- -0- -0- -0- -0- (.44) -0-
Total distributions -0- -0- -0- -0- -0- (.44) -0-
Net asset value,
end of period $9.80 $8.65 $7.66 $7.41 $8.44 $10.58 $13.27
TOTAL RETURN
Total investment return
based on net asset
value(e) 13.30% 12.92% 3.37% (12.20)% (20.23)% (17.57)% 37.66%
RATIOS/SUPPLEMENTAL
DATA
Net assets, end of period
(000's omitted) $16,099 $14,407 $12,629 $11,437 $14,116 $18,800 $2,386
Ratio to average net
assets of:
Expenses, net of waivers/
reimbursements 1.79%(f) 1.90% 2.20%(f) 2.18% 1.86% 1.61% 2.21%(g)
Expenses, before waivers/
reimbursements 1.84%(f) 2.13% 2.70%(f) 2.18% 1.86% 1.61% 2.96%
Net investment loss (.68)%(c)(f) (.37)%(c)(d) (.32)%(c)(f) (.85)% (.78)% (.68)% (1.06)%(c)
Portfolio turnover rate 31% 84% 56% 75% 171% 111% 107%
See footnote summary on page 30.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND o 29
Financial Highlights
- -------------------------------------------------------------------------------
(a) The Fund changed its fiscal year end from November 30 to July 31.
(b) Based on average shares outstanding.
(c) Net of expenses waived/reimbursed by the Adviser.
(d) Net of expenses waived/reimbursed by the Transfer Agent.
(e) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period. Initial sales charge or contingent
deferred sales 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.
(f) Annualized.
(g) Ratios reflect expenses grossed up for expense offset arrangement with the
Transfer Agent. For the period shown below, the net expense ratios were as
follows:
Year Ended
November 30, 1999
-----------------
Class A 2.50%
Class B 3.20%
Class C 3.20%
Advisor Class 2.20%
_______________________________________________________________________________
30 o ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND
Board of Directors
- -------------------------------------------------------------------------------
BOARD OF DIRECTORS
William H. Foulk, Jr.(1), Chairman
Marc O. Mayer, President
Ruth Block(1)
David H. Dievler(1)
John H. Dobkin(1)
Michael J. Downey(1)
OFFICERS(2)
Bruce W. Calvert, Executive Vice President
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer
Christopher Toub, Senior Vice President
Edward D. Baker III, Vice President
Thomas J. Bardong, Vice President
Stephen Beinhacker, Vice President
Russell Brody, Vice President
Mark R. Manley, Secretary
Mark D. Gersten, Treasurer and Chief Financial Officer
Vincent S. Noto, Controller
Custodian
Brown Brothers Harriman & Company
40 Water Street
Boston, MA 02109-3661
Principal Underwriter
AllianceBernstein Investment Research and Management, Inc.
1345 Avenue of the Americas
New York, NY 10105
Transfer Agent
Alliance Global Investor Services, Inc.
P.O. Box 786003
San Antonio, TX 76278-6003
Toll-Free (800) 221-5672
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
300 Madison Avenue
New York, NY 10017
Legal Counsel
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
(1) Member of the Audit Committee and the Governance and Nominating Committee.
(2) The day-to-day management and investment decisions for AllianceBernstein
International Premier Growth Fund, Inc. are made by the Adviser's International
Large Cap Growth Portfolio Oversight Group.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND o 31
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 Portfolio
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/Mid-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.
** Prior to February 1, 2005, Small/Mid-Cap Value Fund was named Small 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.
_______________________________________________________________________________
32 o ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND
ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH 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.
IPGSR0105
ITEM 2. CODE OF ETHICS.
Not applicable when filing a semi-annual report to shareholders.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable when filing a semi-annual report to shareholders.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable when filing a semi-annual report to shareholders
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to the registrant.
ITEM 6. SCHEDULE OF INVESTMENTS.
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
over financial reporting that could significantly affect these controls
subsequent to the date of their evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
ITEM 11. EXHIBITS.
The following exhibits are attached to this Form N-CSR:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ---------- ----------------------
11 (b) (1) Certification of Principal Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
11 (b) (2) Certification of Principal Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
11 (c) Certification of Principal Executive Officer and Principal
Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant): AllianceBernstein International Premier Growth Fund, Inc.
By: /s/ Marc O. Mayer
-----------------
Marc O. Mayer
President
Date: March 31, 2005
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: March 31, 2005
By: /s/ Mark D. Gersten
-------------------
Mark D. Gersten
Treasurer and Chief Financial Officer
Date: March 31, 2005