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 Research 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: July 31, 2005
ITEM 1. REPORTS TO STOCKHOLDERS.
[LOGO] ALLIANCEBERNSTEIN (R)
Investment Research and Management
AllianceBernstein International Research Growth Fund
Annual Report
July 31, 2005
ANNUAL REPORT
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.
September 19, 2005
Annual Report
This report provides management's discussion of fund performance for
AllianceBernstein International Research Growth Fund (the "Fund") for the
annual reporting period ended July 31, 2005. Prior to May 16, 2005,
AllianceBernstein International Research Growth Fund was named
AllianceBernstein International Premier Growth Fund.
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 benchmarks,
the Morgan Stanley Capital International (MSCI) Europe, Australasia and Far
East (EAFE) Index and the MSCI EAFE Growth Index, for the six- and 12-month
periods ended July 31, 2005.
The Fund slightly outperformed the MSCI EAFE Growth Index for the 12-month
period ended July 31, 2005, but underperformed the MSCI EAFE Index during the
same time frame. During the reporting period, the Fund experienced notably good
stock selection in the health care and energy/natural resources sectors.
However, stock selection in the financial sector contributed negatively to the
Fund's relative return.
The Fund significantly outperformed both benchmarks for the six-month period
ended July 31, 2005. During this time frame, the Fund experienced notably good
stock selection in the health care and energy/natural resource sectors.
However, stock selection in the financial sector was less successful, and
contributed negatively to the Fund's relative performance.
Market Review and Investment Strategy
Several important economic and market trends impacted the Fund's performance
over the last year. The most important trend was the overall upward movement of
non-U.S. stock markets, which had a positive impact on the value of the Fund's
stocks. The last year also saw two other important economic trends that would
easily have created downward moves for stock markets. The first such trend was
the U.S. Federal Reserve's (the "Fed's) efforts to move short-term interest
rates from extremely low levels to more normal levels. The second such trend
was the ongoing upward movement of oil prices.
In managing the Fund over the last year, the Fund's portfolio management team
made an effort to capitalize on the upward movement of both interest rates and
oil prices. The team maintained an underweighted position in the financial
sector, which can come under pressure during periods of rising interest rates.
In addition, the team built an overweighted position in the energy sector which
has benefited from the ongoing increase in oil prices.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 1
It is also worth noting that in recent months, the team has begun to increase
the Fund's exposure to the financial sector as the anticipated flattening of
the yield curve has occurred.
In the case of the energy sector, the team believed that growth in energy
demand, especially from developing nations like China, would have a positive
impact on the oil industry. It also believed that the relative absence of large
new oil discoveries would tend to have a positive impact on prices.
_______________________________________________________________________________
2 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Historical Performance
- -------------------------------------------------------------------------------
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. The Fund may invest in securities of emerging market
nations. These investments have additional risks, such as illiquid or thinly
traded markets, company management risk, heightened political instability and
currency volatility. Accounting standards and market regulations in emerging
market nations are not the same as those in the U.S. 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 RESEARCH GROWTH FUND o 3
Historical Performance
- -------------------------------------------------------------------------------
HISTORICAL PERFORMANCE
(continued from previous page)
Returns
THE FUND VS. ITS BENCHMARKS -------------------------
PERIODS ENDED JULY 31, 2005 6 Months 12 Months
- -------------------------------------------------------------------------------
AllianceBernstein International Research Growth Fund
Class A 6.76% 20.71%
- -------------------------------------------------------------------------------
Class B 6.47% 19.88%
- -------------------------------------------------------------------------------
Class C 6.35% 19.88%
- -------------------------------------------------------------------------------
Advisor Class 6.84% 21.04%
- -------------------------------------------------------------------------------
MSCI EAFE Index ** 3.76% 21.06%
- -------------------------------------------------------------------------------
MSCI EAFE Growth Index ** 3.66% 19.62%
- -------------------------------------------------------------------------------
** Net Index. The dividend is reinvested after deduction of withholding tax.
GROWTH OF A $10,000 INVESTMENT IN THE FUND
3/3/98* TO 7/31/05
AllianceBernstein International Research Growth Fund Class A: $10,158
MSCI EAFE Index: $12,778
MSCI EAFE Growth Index: $10,393
[THE FOLLOWING DATA WAS REPRESENTED BY A MOUNTAIN CHART IN THE PRINTED MATERIAL]
AllianceBernstein
International Research MSCI MSCI EAFE
Growth Fund Class A EAFE Index Growth Index
- -------------------------------------------------------------------------------
3/3/98* $ 9,575 $ 10,000 $ 10,000
7/31/98 $ 9,901 $ 10,209 $ 10,214
7/31/99 $ 10,513 $ 11,199 $ 10,911
7/31/00 $ 12,593 $ 12,208 $ 12,088
7/31/01 $ 8,583 $ 9,558 $ 8,393
7/31/02 $ 7,207 $ 7,941 $ 6,957
7/31/03 $ 7,465 $ 8,441 $ 7,257
7/31/04 $ 8,415 $ 10,555 $ 8,688
7/31/05 $ 10,158 $ 12,778 $ 10,393
* Since inception of the Fund's Class A shares on 3/3/98.
This chart illustrates the total value of an assumed $10,000 investment in
AllianceBernstein International Research Growth Fund Class A shares (from
3/3/98* to 7/31/05) as compared to the performance of the Fund's benchmarks.
Data for the MSCI EAFE Growth Index is only available on a monthly basis.
Therefore, the first value for that Index is from 3/31/98 which is the
month-end following the Fund's inception date of 3/3/98. 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)
_______________________________________________________________________________
4 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Historical Performance
- -------------------------------------------------------------------------------
HISTORICAL PERFORMANCE
(continued from previous page)
AVERAGE ANNUAL RETURNS AS OF JULY 31, 2005
- --------------------------------------------------------------
NAV Returns SEC Returns
Class A Shares
1 Year 20.71% 15.54%
5 Years -4.21% -5.03%
Since Inception* 0.80% 0.22%
Class B Shares
1 Year 19.88% 15.88%
5 Years -4.96% -4.96%
Since Inception* 0.06% 0.06%
Class C Shares
1 Year 19.88% 18.88%
5 Years -4.94% -4.94%
Since Inception* 0.06% 0.06%
Advisor Class Shares
1 Year 21.04%
5 Years -3.97%
Since Inception* 1.07%
SEC AVERAGE ANNUAL RETURNS (WITH SALES CHARGES)
AS OF THE MOST RECENT CALENDAR QUARTER-END (JUNE 30, 2005)
- --------------------------------------------------------------
Class A Shares
1 Year 6.04%
5 Years -7.07%
Since Inception* -0.37%
Class B Shares
1 Year 5.92%
5 Years -6.98%
Since Inception* -0.51%
Class C Shares
1 Year 8.79%
5 Years -6.97%
Since Inception* -0.51%
* Inception Date: 3/3/98 for Class A, Class B, Class C and Advisor Class
shares.
See Historical Performance disclosures on page 3.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 5
Fund Expenses
- -------------------------------------------------------------------------------
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
February 1, 2005 July 31, 2005 During Period*
- -------------------------------------------------------------------------------------------------
Class A
Actual $1,000 $1,067.64 $ 9.43
Hypothetical (5% return before expenses) $1,000 $1,015.67 $ 9.20
- -------------------------------------------------------------------------------------------------
Class B
Actual $1,000 $1,064.69 $13.46
Hypothetical (5% return before expenses) $1,000 $1,011.75 $13.12
- -------------------------------------------------------------------------------------------------
Class C
Actual $1,000 $1,063.53 $13.30
Hypothetical (5% return before expenses) $1,000 $1,011.90 $12.97
- -------------------------------------------------------------------------------------------------
Advisor Class
Actual $1,000 $1,068.37 $ 8.21
Hypothetical (5% return before expenses) $1,000 $1,016.86 $ 8.00
- -------------------------------------------------------------------------------------------------
* Expenses are equal to the classes' annualized expense ratios of 1.84%,
2.63%, 2.60% and 1.60%, 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 RESEARCH GROWTH FUND
Portfolio Summary
- -------------------------------------------------------------------------------
PORTFOLIO SUMMARY
July 31, 2005
PORTFOLIO STATISTICS
Net Assets ($mil): $236.2
SECTOR BREAKDOWN*
20.0% Finance
14.0% Energy
13.8% Consumer Services
12.1% Health Care
9.1% Technology
5.6% Consumer Staples
5.4% Utilities [PIE CHART OMITTED]
5.3% Consumer Manufacturing
4.5% Multi-Industry
4.5% Basic Industry
2.9% Capital Goods
1.9% Aerospace & Defense
0.9% Short-Term
COUNTRY BREAKDOWN*
19.2% United Kingdom
14.9% Japan
12.6% Switzerland
8.7% France
4.0% Germany
3.7% Spain
3.7% Netherlands
3.7% Hong Kong [PIE CHART OMITTED]
3.5% Russia
3.2% South Korea
3.2% Italy
3.0% Brazil
2.3% Norway
2.1% Australia
2.1% Ireland
9.2% Other
0.9% Short-Term
* All data are as of July 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: Egypt, Finland, Greece, India, Israel, Mexico, South Africa, Sweden
and Taiwan.
Please Note: The sector classifications presented herein are based on the
sector categorization methodology of the Adviser.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 7
Ten Largest Holdings
- -------------------------------------------------------------------------------
TEN LARGEST HOLDINGS
July 31, 2005
Percent of
Company U.S. $ Value Net Assets
_______________________________________________________________________________
Schlumberger, Ltd. $ 6,833,184 2.9%
- -------------------------------------------------------------------------------
Total, SA 6,526,868 2.8
- -------------------------------------------------------------------------------
Roche Holding AG 6,149,631 2.6
- -------------------------------------------------------------------------------
Vodafone Group Plc. 6,044,167 2.6
- -------------------------------------------------------------------------------
UBS AG 5,616,204 2.4
- -------------------------------------------------------------------------------
BAE Systems Plc. 4,572,743 1.9
- -------------------------------------------------------------------------------
Novartis AG 4,302,318 1.8
- -------------------------------------------------------------------------------
Credit Suisse Group 4,263,672 1.8
- -------------------------------------------------------------------------------
Petroleo Brasileiro, SA (ADR) 4,128,516 1.7
- -------------------------------------------------------------------------------
Lukoil (ADR) 3,998,320 1.7
- -------------------------------------------------------------------------------
$ 52,435,623 22.2%
_______________________________________________________________________________
8 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Portfolio of Investments
- -------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
July 31, 2005
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
COMMON STOCKS & OTHER
INVESTMENTS-98.7%
Australia-2.1%
BHP Billiton, Ltd. 16,073 $ 237,035
Foster's Group, Ltd. 136,860 563,990
Rinker Group, Ltd. 294,237 3,359,347
Telstra Corp., Ltd. 192,294 736,470
-------------
4,896,842
-------------
Brazil-3.0%
Companhia Vale do Rio Doce (CVRD) (ADR) 59,200 1,927,552
Natura Cosmeticos, SA 31,400 1,053,470
Petroleo Brasileiro, SA (ADR) 90,300 4,128,516
-------------
7,109,538
-------------
Egypt-0.5%
Orascom Telecom Holding, SAE (GDR)(a) 24,823 1,206,894
-------------
Finland-0.8%
Nokia Oyj 110,690 1,762,448
-------------
France-8.7%
Accor, SA 42,036 2,139,306
BNP Paribas, SA 40,013 2,886,346
CapGemini, SA(b) 28,402 953,474
France Telecom, SA 83,300 2,569,841
Groupe Danone 14,227 1,401,876
Renault, SA 8,666 793,169
Sanofi-Aventis 29,610 2,555,975
Schneider Electric, SA 7,788 610,806
Total, SA 26,100 6,526,868
-------------
20,437,661
-------------
Germany-4.0%
Deutsche Telekom AG 113,944 2,254,824
Premiere AG(b) 47,956 1,640,249
SAP AG 12,478 2,138,209
Siemens AG 43,670 3,359,388
-------------
9,392,670
-------------
Greece-1.2%
EFG Eurobank Ergasias 31,160 996,790
Greek Organisation of Football Prognostics, SA
(OPAP) 57,646 1,873,849
-------------
2,870,639
-------------
Hong Kong-3.7%
China Shenhua Energy Co., Ltd. Cl. H(b) 2,176,000 2,309,370
CNOOC, Ltd. 1,465,000 1,018,078
ADR 11,600 809,796
Datang International Power Generation Co.,
Ltd. Cl. H 2,876,000 2,233,820
Esprit Holdings, Ltd. 130,000 966,216
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 9
Portfolio of Investments
- -------------------------------------------------------------------------------
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Li & Fung, Ltd. 610,000 $ 1,285,280
-------------
8,622,560
-------------
India-1.7%
Infosys Technologies, Ltd. 33,164 1,731,349
Ranbaxy Laboratories, Ltd. (GDR) 65,412 732,614
Tata Motors, Ltd. 149,095 1,649,613
-------------
4,113,576
-------------
Ireland-2.1%
Allied Irish Banks Plc. 122,599 2,674,766
Anglo Irish Bank Corp. Plc. 164,405 2,200,973
-------------
4,875,739
-------------
Israel-0.5%
Teva Pharmaceutical Industries, Ltd. (ADR) 40,400 1,268,560
-------------
Italy-3.2%
ENI SpA 112,301 3,181,595
Fastweb(b) 30,766 1,330,239
Luxottica Group SpA 91,680 2,108,134
Telecom Italia SpA 251,046 817,780
-------------
7,437,748
-------------
Japan-14.8%
Aeon Credit Service Co., Ltd. 18,800 1,147,877
Astellas Pharma, Inc. 23,100 750,623
Canon, Inc. 51,500 2,532,873
Denso Corp. 67,600 1,630,507
Don Quijote Co., Ltd. 24,100 1,371,498
Hitachi Chemical Co., Ltd. 80,300 1,374,844
Honda Motor Co., Ltd. 27,300 1,405,582
Hoya Corp. 12,400 1,525,635
Keyence Corp. 6,300 1,508,667
Komatsu, Ltd. 171,000 1,605,380
Mitsubishi Corp. 202,600 2,883,379
Mitsubishi Tokyo Financial Group, Inc. 428 3,565,844
Mitsui & Co., Ltd. 150,000 1,443,534
Nippon Telegraph & Telephone Corp. 161 704,255
Nitto Denko Corp. 26,800 1,466,557
Nomura Holdings, Inc. 127,600 1,510,278
Shionogi & Co., Ltd. 93,000 1,147,353
Sumitomo Electric Industries, Ltd. 87,000 973,111
Takashimaya Co., Ltd. 123,000 1,194,716
Takeda Pharmaceutical Co., Ltd. 31,000 1,583,605
Tokyo Electron, Ltd. 26,100 1,410,495
Toyota Motor Corp. 59,600 2,252,926
-------------
34,989,539
-------------
Mexico-0.9%
America Movil SA de CV Series L (ADR) 98,700 2,197,062
-------------
Netherlands-3.7%
ING Groep NV 61,355 1,854,562
_______________________________________________________________________________
10 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Portfolio of Investments
- -------------------------------------------------------------------------------
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Schlumberger, Ltd. 81,600 $ 6,833,184
-------------
8,687,746
-------------
Norway-2.3%
Norsk Hydro ASA 40,969 3,874,363
Smedvig ASA Cl. A 67,251 1,635,099
-------------
5,509,462
-------------
Russia-3.4%
Lukoil (ADR) 96,578 3,998,320
Mining and Metallurgical Co., Norilsk Nickel
(ADR) 38,546 2,661,601
Mobile TeleSystems (ADR) 41,600 1,475,136
-------------
8,135,057
-------------
South Africa-1.2%
FirstRand, Ltd. 435,739 1,050,546
Naspers, Ltd. Cl. N 129,601 1,890,695
-------------
2,941,241
-------------
South Korea-3.2%
GS Holdings Corp. 45,360 990,044
Kookmin Bank 55,610 2,933,511
LG Electronics, Inc. 19,710 1,273,124
LG Philips LCD Co., Ltd.(b) 11,380 524,542
ADR(b) 38,300 881,666
Shinsegae Co., Ltd. 2,810 990,107
-------------
7,592,994
-------------
Spain-3.7%
Altadis, SA 38,779 1,635,286
Banco Bilbao Vizcaya Argentaria, SA 230,901 3,885,032
Telefonica, SA 195,601 3,286,775
-------------
8,807,093
-------------
Sweden-0.6%
LM Ericsson AB 393,695 1,347,842
-------------
Switzerland-12.5%
Alcon, Inc. 34,900 3,997,795
Compagnie Financiere Richemont AG 67,524 2,380,112
Credit Suisse Group 102,007 4,263,672
Nobel Biocare Holding AG 8,421 1,774,834
Novartis AG 88,459 4,302,318
Roche Holding AG 45,349 6,149,631
Synthes, Inc. 9,961 1,080,453
UBS AG 68,549 5,616,204
-------------
29,565,019
-------------
Taiwan-1.7%
AU Optronics Corp. 269,610 420,274
Cathay Financial Holding Co., Ltd. 529,000 1,054,377
Powerchip Semiconductor Corp. 621,000 454,840
Taiwan Semiconductor Manufacturing Co., Ltd. 12,287 20,448
Warrants, expiring 11/21/05(b) 759,000 1,700,919
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 11
Portfolio of Investments
- -------------------------------------------------------------------------------
Shares or
Principal
Amount
Company (000) U.S. $ Value
- -------------------------------------------------------------------------------
United Microelectronics Corp.(b) 589,000 $ 413,144
-------------
4,064,002
-------------
United Kingdom-19.2%
AstraZeneca Plc. 23,818 1,076,338
BAE Systems Plc. 846,077 4,572,743
BHP Billiton Plc. 148,556 2,110,689
Britannic Group Plc. 42,354 464,762
Carnival Plc. 23,681 1,273,085
GlaxoSmithKline Plc. 26,711 628,108
GUS Plc. 99,952 1,587,781
Man Group Plc. 41,539 1,184,274
Next Plc. 47,674 1,316,583
O2 Plc.(b) 521,571 1,276,487
Prudential Plc. 273,654 2,575,400
Punch Taverns Plc. 164,695 2,165,390
Reckitt Benckiser Plc. 16,475 494,093
Royal Bank of Scotland Group Plc. 133,808 3,974,915
SABMiller Plc. 135,250 2,357,689
Smith & Nephew Plc. 137,098 1,300,057
Smiths Group Plc. 99,160 1,667,428
Standard Chartered Plc. 161,975 3,154,871
Tesco Plc. 603,848 3,451,113
Vodafone Group Plc. 2,346,621 6,044,167
WPP Group Plc. 246,287 2,601,932
-------------
45,277,905
-------------
Total Common Stocks & Other Investments
(cost $199,390,290) 233,109,837
-------------
SHORT-TERM INVESTMENT-0.9%
Time Deposit-0.9%
Societe Generale
3.28%, 8/01/05
(cost $2,100,000) $2,100 2,100,000
-------------
Total Investments-99.6%
(cost $201,490,290) 235,209,837
Other assets less liabilities-0.4% 1,026,394
-------------
NET ASSETS-100% $ 236,236,231
=============
(a) 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 July
31, 2005, the market value of this security amounted to $1,206,894 or 0.5% of
net assets.
(b) Non-income producing security.
Glossary of terms:
ADR - American Depositary Receipt
GDR - Global Depositary Receipt
See notes to financial statements.
_______________________________________________________________________________
12 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Statement of Assets & Liabilities
- -------------------------------------------------------------------------------
STATEMENT OF ASSETS & LIABILITIES
July 31, 2005
ASSETS
Investments in securities, at value (cost $201,490,290) $ 235,209,837
Cash 65,417
Foreign cash, at value (cost $6,456,780) 6,508,425
Receivable for investment securities sold and foreign
currency contracts 4,053,434
Receivable for capital stock sold 489,677
Interest and dividends receivable 382,203
--------------
Total assets 246,708,993
--------------
LIABILITIES
Payable for investment securities purchased and foreign
currency contracts 7,909,583
Payable for capital stock redeemed 1,745,523
Distribution fee payable 187,869
Advisory fee payable 120,902
Transfer Agent fee payable 49,379
Payable for capital gains tax 31,043
Accrued expenses 428,463
--------------
Total liabilities 10,472,762
--------------
Net Assets $ 236,236,231
==============
COMPOSITION OF NET ASSETS
Capital stock, at par $ 23,570
Additional paid-in capital 387,076,069
Accumulated net investment loss (960,630)
Accumulated net realized loss on investment and foreign
currency transactions (183,640,571)
Net unrealized appreciation of investments and foreign
currency denominated assets and liabilities 33,737,793
--------------
$ 236,236,231
==============
CALCULATION OF MAXIMUM OFFERING PRICE PER SHARE
Net Asset Value and:
------------------------------ Maximum
Shares Offering Redemption Offering
Class Net Assets Outstanding Price Price Price*
- -------------------------------------------------------------------------------------------------
A $91,949,368 8,961,101 -- $10.26 $10.72
- -------------------------------------------------------------------------------------------------
B $82,621,930 8,510,448 $ 9.71 -- --
- -------------------------------------------------------------------------------------------------
C $27,911,457 2,874,542 $ 9.71 -- --
- -------------------------------------------------------------------------------------------------
Advisor $33,753,476 3,223,485 $10.47 $10.47 --
- -------------------------------------------------------------------------------------------------
* The maximum offering price per share for Class A shares includes a sales
charge of 4.25%.
See notes to financial statements.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 13
Statement of Operations
- -------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
Year Ended July 31, 2005
INVESTMENT INCOME
Dividends (net of foreign taxes withheld
of $232,411) $ 1,686,887
Interest 34,408 $ 1,721,295
------------
EXPENSES
Advisory fee 753,136
Distribution fee -- Class A 77,423
Distribution fee -- Class B 394,351
Distribution fee -- Class C 128,475
Transfer agency 435,861
Custodian 227,470
Administration 84,000
Legal 77,263
Audit 74,061
Registration 64,959
Printing 60,706
Directors' fees 21,637
Miscellaneous 17,984
------------
Total expenses 2,417,326
Less: expenses waived and reimbursed
by the Adviser (see Note B) (156,641)
Less: expense offset arrangement
(see Note B) (2,093)
------------
Net expenses 2,258,592
------------
Net investment loss (537,297)
------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENT AND FOREIGN CURRENCY
TRANSACTIONS
Net realized gain (loss) on:
Investment transactions 18,074,401
Foreign currency transactions (446,421)
Net change in unrealized
appreciation/depreciation of:
Investments 18,950,831
Foreign currency denominated assets
and liabilities 18,590
------------
Net gain on investments 36,597,401
------------
NET INCREASE IN NET ASSETS
FROM OPERATIONS $ 36,060,104
============
See notes to financial statements.
_______________________________________________________________________________
14 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Statement of Changes in Net Assets
- -------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
Year Ended Year Ended
July 31, July 31,
2005 2004
============== ==============
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS
Net investment loss $ (537,297) $ (1,187,964)
Net realized gain on investment and
foreign currency transactions 17,627,980 9,686,771
Net change in unrealized
appreciation/depreciation of investments
and foreign currency denominated
assets and liabilities 18,969,421 3,413,472
-------------- --------------
Net increase in net assets from
operations 36,060,104 11,912,279
CAPITAL STOCK TRANSACTIONS
Net increase (decrease) 112,921,281 (22,209,594)
-------------- --------------
Total increase (decrease) 148,981,385 (10,297,315)
NET ASSETS
Beginning of period 87,254,846 97,552,161
-------------- --------------
End of period (including accumulated
net investment loss of ($960,630)
and $0, respectively) $ 236,236,231 $ 87,254,846
============== ==============
See notes to financial statements.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 15
Notes to Financial Statements
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
July 31, 2005
NOTE A
Significant Accounting Policies
AllianceBernstein International Research Growth Fund, Inc. (the "Fund"),
formerly AllianceBernstein International Premier Growth Fund, Inc., 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. 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")
_______________________________________________________________________________
16 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Notes to Financial Statements
- -------------------------------------------------------------------------------
are valued in accordance with the NASDAQ Official Closing Price; listed put or
call options are valued at the last sale price. If there has been no sale on
that day, such securities will be valued at the closing bid prices on that day;
open futures contracts and options thereon are valued using the closing
settlement price or, in the absence of such a price, the most recent quoted bid
price. If there are no quotations available for the day of 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.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 17
Notes to Financial Statements
- -------------------------------------------------------------------------------
Net realized gain or loss on foreign currency transactions represents foreign
exchange gains and losses from sales and maturities of foreign fixed income
investments, foreign currency exchange contracts, holding of foreign
currencies, currency gains or losses realized between the trade and settlement
dates on foreign investment transactions, and the difference between the
amounts of dividends, interest and foreign withholding taxes recorded on the
Fund's books and the U.S. dollar equivalent amounts actually received or paid.
Net unrealized currency gains and losses from valuing foreign currency
denominated assets and liabilities at period end exchange rates are reflected
as a component of 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 amortizes premiums and accretes discounts on short-term securities as
adjustments to interest income.
5. Income and Expenses
All income earned and expenses incurred by the Fund are borne on a pro-rata
basis by each outstanding class of shares, based on the proportionate interest
in the Fund represented by the net assets of such class, except that the Fund's
Class B and Class C shares bear higher distribution and transfer agent fees
than Class A shares and Advisor Class shares. Advisor Class shares 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
_______________________________________________________________________________
18 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Notes to Financial Statements
- -------------------------------------------------------------------------------
these differences are permanent, such amounts are reclassified within the
capital accounts based on their federal tax basis treatment; temporary
differences do not require such reclassification.
NOTE B
Advisory Fee and Other Transactions with Affiliates
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
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. Until May 9, 2005, the
Adviser waived its fees and bore 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 May 10, 2005, 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 1.65%, 2.35%, 2.35% and 1.35% of the
average daily net assets for Class A, Class B, Class C and Advisor Class
shares, respectively. For the year ended July 31, 2005, such waivers and
reimbursements amounted to $135,038.
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 waived 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 year ended July 31, 2005, such fees
amounted to $84,000.
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 $273,518 for the year ended July 31, 2005.
For the year ended July 31, 2005, the Fund's expenses were reduced by $2,093
under an expense offset arrangement with AGIS.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 19
Notes to Financial Statements
- -------------------------------------------------------------------------------
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 $2,311 from the sales of Class A shares and received
$1,347, $34,965 and $1,527 in contingent deferred sales charges imposed upon
redemptions by shareholders of Class A, Class B and Class C shares,
respectively, for the year ended July 31, 2005.
Brokerage commissions paid on investment transactions for the year ended July
31, 2005, amounted to $359,808, none of which was paid to Sanford C. Bernstein
& Co. LLC and Sanford C. Bernstein Limited, affiliates 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 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 incurred expenses in excess of the distribution costs
reimbursed by the Fund in the amounts of $5,366,138 and $1,244,856 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 July 31, 2005, were as follows:
Purchases Sales
============== ==============
Investment securities (excluding
U.S. government securities) $ 200,920,200 $ 135,657,591
U.S. government securities -0- -0-
_______________________________________________________________________________
20 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Notes to Financial Statements
- -------------------------------------------------------------------------------
The cost of investments for federal income tax purposes, gross unrealized
appreciation and unrealized depreciation (excluding foreign currency
transactions) are as follows:
Cost $ 202,473,816
--------------
Gross unrealized appreciation $ 33,753,352
Gross unrealized depreciation (1,017,331)
--------------
Net unrealized appreciation $ 32,736,021
==============
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 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
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 21
Notes to Financial Statements
- -------------------------------------------------------------------------------
shares. 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
July 31, July 31, July 31, July 31,
2005 2004 2005 2004
------------ ------------ -------------- --------------
Class A
Shares sold 1,358,600 1,998,756 $ 12,941,873 $ 15,389,180
- -------------------------------------------------------------------------------
Shares converted
from Class B 98,793 181,054 976,302 2,299,673
- -------------------------------------------------------------------------------
Shares issued in
connection with
the acquisitions of
AllianceBernstein
All-Asia Investment
Fund and
AllianceBernstein
New Europe Fund 7,115,439 -0- 52,005,064 -0-
- -------------------------------------------------------------------------------
Shares redeemed (2,200,290) (2,753,582) (21,037,077) (22,689,280)
- -------------------------------------------------------------------------------
Net increase
(decrease) 6,372,542 (573,772) $ 44,886,162 $ (5,000,427)
===============================================================================
Class B
Shares sold 719,691 383,084 $ 6,674,220 $ 3,129,394
- -------------------------------------------------------------------------------
Shares converted
to Class A (105,415) (193,452) (976,302) (2,299,673)
- -------------------------------------------------------------------------------
Shares issued in
connection with
the acquisitions of
AllianceBernstein
All-Asia Investment
Fund and
AllianceBernstein
New Europe Fund 5,257,962 -0- 53,423,241 -0-
- -------------------------------------------------------------------------------
Shares redeemed (2,105,960) (1,765,752) (19,136,574) (13,718,755)
- -------------------------------------------------------------------------------
Net increase
(decrease) 3,766,278 (1,576,120) $ 39,984,585 $(12,889,034)
===============================================================================
Class C
Shares sold 335,174 1,319,585 $ 3,101,481 $ 9,878,860
- -------------------------------------------------------------------------------
Shares issued in
connection with
the acquisitions of
AllianceBernstein
All-Asia Investment
Fund and
AllianceBernstein
New Europe Fund 1,789,403 -0- 16,860,859 -0-
- -------------------------------------------------------------------------------
Shares redeemed (782,232) (1,892,005) (7,151,721) (14,621,055)
- -------------------------------------------------------------------------------
Net increase
(decrease) 1,342,345 (572,420) $ 12,810,619 $ (4,742,195)
===============================================================================
_______________________________________________________________________________
22 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Notes to Financial Statements
- -------------------------------------------------------------------------------
Shares Amount
--------------------------- ------------------------------
Year Ended Year Ended Year Ended Year Ended
July 31, July 31, July 31, July 31,
2005 2004 2005 2004
------------ ------------ -------------- --------------
Advisor Class
Shares sold 1,173,637 785,270 $ 11,554,197 $ 6,778,674
- -------------------------------------------------------------------------------
Shares issued in
connection with
the acquisitions of
AllianceBernstein
All-Asia Investment
Fund and
AllianceBernstein
New Europe Fund 1,030,873 -0- 10,035,460 -0-
- -------------------------------------------------------------------------------
Shares redeemed (646,158) (768,694) (6,349,742) (6,356,612)
- -------------------------------------------------------------------------------
Net increase 1,558,352 16,576 $ 15,239,915 $ 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 or foreign governments and their markets may be less liquid and their
prices more volatile than those of comparable United States companies or of the
United States government.
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 $250 million revolving credit facility (the "Facility")
intended to provide for short-term financing if necessary, subject to certain
restrictions, in connection with abnormal redemption activity. Commitment fees
related to the Facility are paid by the participating funds and are included in
miscellaneous expenses in the statement of operations. The Fund did not utilize
the Facility during the year ended July 31, 2005.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 23
Notes to Financial Statements
- -------------------------------------------------------------------------------
NOTE H
Components of Accumulated Earnings (Deficit)
As of July 31, 2005, the components of accumulated earnings/(deficit) on a tax
basis were as follows:
Accumulated capital and other losses $ (182,657,045)(a)
--------------
Unrealized appreciation/(depreciation) 32,754,267(b)
--------------
Total accumulated earnings/(deficit) $ (149,902,778)(c)
==============
(a) On July 31, 2005, the Fund had a net capital loss carryforward of
$182,657,045 (of which $13,177,479 and $57,429,833, respectively, were
attributable to the purchases of net assets of AllianceBernstein All-Asia
Investment Fund, Inc. and AllianceBernstein New Europe Fund, Inc.), of which
$9,426,320 expires in the year 2008, $111,628,158 expires in the year 2009,
$54,126,357 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
$16,229,766. To the extent future capital gains are offset by capital loss
carryforwards, such gains will not be distributed. As a result of the mergers
with AllianceBernstein All-Asia Investment Fund, Inc. and AllianceBernstein New
Europe Fund, Inc., various limitations regarding the future utilization of all
capital loss carryforwards may apply, based on certain provisions in the
Internal Revenue Code.
(b) The difference between book-basis and tax-basis unrealized
appreciation/(depreciation) is attributable primarily to the tax deferral of
losses on wash sales.
(c) The difference between book-basis and tax-basis components of accumulated
earnings/(deficit) is attributable primarily to currency post October loss.
During the current fiscal year, permanent differences primarily due to foreign
currency losses, net investment loss and merger transactions, resulted in a net
increase in accumulated net realized loss on investment and foreign currency
transactions, an increase in accumulated net investment loss and a
corresponding increase in additional paid-in-capital. This reclassification had
no effect on net assets.
NOTE I
Acquisition of AllianceBernstein All-Asia Investment Fund, Inc. and
AllianceBernstein New Europe Fund, Inc. by AllianceBernstein International
Research Growth Fund, Inc. (the "Fund")
On June 24, 2005, the Fund acquired all of the net assets of the
AllianceBernstein All-Asia Investment Fund, Inc. ("AAF"), pursuant to a plan of
reorganization approved by the shareholders of AAF on May 31, 2005. On June 24,
2005, the acquisition was accomplished by a tax-free exchange of 2,797,744
shares of the Fund for 4,285,673 shares of AAF. The aggregate net assets of the
Fund and AAF immediately before the acquisition were $86,443,444 and
$26,953,145 (including $1,092,861 of net unrealized appreciation of investments
and foreign currency denominated assets and liabilities), respectively.
Immediately after the acquisition, the combined net assets of the Fund amounted
to $113,396,589.
_______________________________________________________________________________
24 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Notes to Financial Statements
- -------------------------------------------------------------------------------
On July 8, 2005, the Fund acquired all of the net assets of the
AllianceBernstein New Europe Fund, Inc. ("ANEF"), pursuant to a plan of
reorganization approved by the shareholders of ANEF on May 31, 2005. On July 8,
2005, the acquisition was accomplished by a tax-free exchange of 12,395,933
shares of the Fund for 7,725,899 shares of ANEF. The aggregate net assets of
the Fund and ANEF immediately before the acquisition were $112,953,031 and
$119,880,506 (including $13,417,068 of net unrealized appreciation of
investments and foreign currency denominated assets and liabilities),
respectively. Immediately after the acquisition, the combined net assets of the
Fund amounted to $232,833,537.
NOTE J
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
Assurance 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;
(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.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 25
Notes to Financial Statements
- -------------------------------------------------------------------------------
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.
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.
_______________________________________________________________________________
26 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Notes to Financial Statements
- -------------------------------------------------------------------------------
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.
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 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 RESEARCH GROWTH FUND o 27
Financial Highlights
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class A
------------------------------------------------------------------------------
December 1,
Year Ended July 31, 2002 to Year Ended November 30,
------------------------ July 31, ---------------------------------------
2005 2004 2003(a) 2002 2001 2000
----------- ----------- ----------- ------------- ----------- -----------
Net asset value,
beginning of period $8.50 $7.54 $7.31 $8.36 $10.50 $13.22
INCOME FROM INVESTMENT
OPERATIONS
Net investment loss(b) (.03)(c) (.07)(c)(d) (.03)(c) (.09) (.10) (.14)
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions 1.79 1.03 .26 (.96) (2.04) (2.14)
Net increase (decrease) in
net asset value from
operations 1.76 .96 .23 (1.05) (2.14) (2.28)
LESS: DISTRIBUTIONS
Distributions from net
realized gain on
investment and foreign
currency transactions -0- -0- -0- -0- -0- (.44)
Total distributions -0- -0- -0- -0- -0- (.44)
Net asset value,
end of period $10.26 $8.50 $7.54 $7.31 $8.36 $10.50
TOTAL RETURN
Total investment return based
on net asset value(e) 20.71% 12.73% 3.15% (12.56)% (20.38)% (17.88)%
RATIOS/SUPPLEMENTAL
DATA
Net assets, end of period
(000's omitted) $91,949 $22,001 $23,851 $27,456 $40,555 $60,330
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements 1.94%(f) 2.23% 2.50%(g) 2.47% 2.17% 1.95%
Expenses, before waivers/
reimbursements 2.09% 2.46% 2.99%(g) 2.47% 2.17% 1.95%
Net investment loss (.29)%(c) (.81)%(c)(d) (.68)%(c)(g) (1.17)% (1.06)% (1.07)%
Portfolio turnover rate 136% 84% 56% 75% 171% 111%
See footnote summary on page 32.
_______________________________________________________________________________
28 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Financial Highlights
- -------------------------------------------------------------------------------
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class B
--------------------------------------------------------------------------------
December 1,
Year Ended July 31, 2002 to Year Ended November 30,
------------------------ July 31, --------------------------------------
2005 2004 2003(a) 2002 2001 2000
----------- ----------- -------------- ------------ ----------- -----------
Net asset value,
beginning of period $8.10 $7.25 $7.06 $8.12 $10.29 $13.05
INCOME FROM INVESTMENT
OPERATIONS
Net investment loss(b) (0.09)(c) (.13)(c)(d) (.06)(c) (.14)(c) (.17) (.23)
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions 1.70 .98 .25 (.92) (2.00) (2.09)
Net increase (decrease) in
net asset value from
operations 1.61 .85 .19 (1.06) (2.17) (2.32)
LESS: DISTRIBUTIONS
Distributions from net
realized gain on
investment and foreign
currency transactions -0- -0- -0- -0- -0- (.44)
Total distributions -0- -0- -0- -0- -0- (.44)
Net asset value,
end of period $9.71 $8.10 $7.25 $7.06 $8.12 $10.29
TOTAL RETURN
Total investment return based
on net asset value(e) 19.88% 11.72% 2.69% (13.05)% (21.09)% (18.44)%
RATIOS/SUPPLEMENTAL
DATA
Net assets, end of period
(000's omitted) $82,622 $38,430 $45,815 $52,744 $80,353 $122,503
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements 2.76%(f) 2.99% 3.20%(g) 3.20% 2.92% 2.67%
Expenses, before waivers/
reimbursements 2.92% 3.26% 3.79%(g) 3.25% 2.92% 2.67%
Net investment loss (1.01)%(c) (1.57)%(c)(d) (1.38)%(c)(g) (1.88)%(c) (1.84)% (1.79)%
Portfolio turnover rate 136% 84% 56% 75% 171% 111%
See footnote summary on page 32.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 29
Financial Highlights
- -------------------------------------------------------------------------------
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class C
--------------------------------------------------------------------------------
December 1,
Year Ended July 31, 2002 to Year Ended November 30,
------------------------ July 31, --------------------------------------
2005 2004 2003(a) 2002 2001 2000
----------- ----------- -------------- ------------ ----------- -----------
Net asset value,
beginning of period $8.10 $7.25 $7.06 $8.13 $10.29 $13.05
INCOME FROM INVESTMENT
OPERATIONS
Net investment loss(b) (0.08)(c) (.13)(c)(d) (.06)(c) (.14)(c) (.16) (.23)
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions 1.69 .98 .25 (.93) (2.00) (2.09)
Net increase (decrease) in
net asset value from
operations 1.61 .85 .19 (1.07) (2.16) (2.32)
LESS: DISTRIBUTIONS
Distributions from net
realized gain on
investment and foreign
currency transactions -0- -0- -0- -0- -0- (.44)
Total distributions -0- -0- -0- -0- -0- (.44)
Net asset value,
end of period $9.71 $8.10 $7.25 $7.06 $8.13 $10.29
TOTAL RETURN
Total investment return based
on net asset value(e) 19.88% 11.72% 2.69% (13.16)% (20.99)% (18.44)%
RATIOS/SUPPLEMENTAL
DATA
Net assets, end of period
(000's omitted) $27,911 $12,417 $15,257 $17,942 $28,990 $46,894
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements 2.70%(f) 2.97% 3.20%(g) 3.20% 2.88% 2.66%
Expenses, before waivers/
reimbursements 2.86% 3.21% 3.73%(g) 3.20% 2.88% 2.66%
Net investment loss (.96)%(c) (1.54)%(c)(d) (1.37)%(c)(g) (1.90)%(c) (1.80)% (1.79)%
Portfolio turnover rate 136% 84% 56% 75% 171% 111%
See footnote summary on page 32.
_______________________________________________________________________________
30 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Financial Highlights
- -------------------------------------------------------------------------------
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Advisor Class
----------------------------------------------------------------------------
December 1,
Year Ended July 31, 2002 to Year Ended November 30,
------------------------ July 31, -------------------------------------
2005 2004 2003(a) 2002 2001 2000
----------- ----------- ----------- ----------- ----------- -----------
Net asset value,
beginning of period $8.65 $7.66 $7.41 $8.44 $10.58 $13.27
INCOME FROM INVESTMENT
OPERATIONS
Net investment income (loss)(b) 0.03(c) (.03)(c)(d) (.01)(c) (.07) (.07) (.09)
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions 1.79 1.02 .26 (.96) (2.07) (2.16)
Net increase (decrease) in
net asset value from
operations 1.82 .99 .25 (1.03) (2.14) (2.25)
LESS: DISTRIBUTIONS
Distributions from net
realized gain on
investment and foreign
currency transactions -0- -0- -0- -0- -0- (.44)
Total distributions -0- -0- -0- -0- -0- (.44)
Net asset value,
end of period $10.47 $8.65 $7.66 $7.41 $8.44 $10.58
TOTAL RETURN
Total investment return based
on net asset value(e) 21.04% 12.92% 3.37% (12.20)% (20.23)% (17.57)%
RATIOS/SUPPLEMENTAL
DATA
Net assets, end of period
(000's omitted) $33,754 $14,407 $12,629 $11,437 $14,116 $18,800
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements 1.67%(f) 1.90% 2.20%(g) 2.18% 1.86% 1.61%
Expenses, before waivers/
reimbursements 1.85% 2.13% 2.70%(g) 2.18% 1.86% 1.61%
Net investment income (loss) .30%(c) (.37)%(c)(d) (.32)%(c)(g) (.85)% (.78)% (.68)%
Portfolio turnover rate 136% 84% 56% 75% 171% 111%
See footnote summary on page 32.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 31
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) 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
July 31, 2005
---------------
Class A 1.94%
Class B 2.75%
Class C 2.70%
Advisor Class 1.67%
(g) Annualized.
_______________________________________________________________________________
32 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Report of Independent Registered Public Accounting Firm
- -------------------------------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Shareholders of AllianceBernstein
International Research Growth Fund, Inc.
In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of AllianceBernstein International
Research Growth Fund, Inc. (the "Fund"), formerly AllianceBernstein
International Premier Growth Fund, Inc. at July 31, 2005, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each
of the periods presented, in conformity with accounting principles generally
accepted in the United States of America. These financial statements and
financial highlights (hereafter referred to as "financial statements") are the
responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at July 31, 2005 by correspondence with the
custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
September 16, 2005
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 33
Supplemental Proxy Information
- -------------------------------------------------------------------------------
SUPPLEMENTAL PROXY INFORMATION
(unaudited)
A Special Meeting of shareholders of the AllianceBernstein International
Research Growth Fund, Inc. (prior to May 16, 2005 known as AllianceBernstein
International Premier Growth Fund, Inc.) was held on May 9, 2005. A description
of each proposal and number of shares voted at the meeting are as follows:
Shares Shares Shares
Voted For Voted Against Abstained
- ------------------------------------------------------------------------------------------------
Proposal 1
Amendment of the Fund's investment
objective. 4,412,444 127,209 379,782
Proposal 2(a)
Amendment of fundamental policy
regarding issuing senior securities and
borrowing money. 4,378,672 162,548 378,216
Proposal 2(b)
Elimination of fundamental policy on
senior securities. 4,385,923 156,470 377,042
Proposal 2(c)
Amendment of fundamental restriction
on investment in commodities,
commodity contracts and future contracts. 3,603,615 946,590 369,230
Proposal 2(d)
Elimination of investment policy to invest,
under normal circumstances, 85% of its
total assets in equity securities. 3,610,569 937,140 371,726
Proposal 2(e)
Amendment of fundamental policy on
investment in real estate and companies
that deal in real estate. 4,409,994 136,745 372,696
Proposal 2(f)
Elimination of fundamental policy
prohibiting joint and joint several
participation in securities trading
accounts. 4,373,766 162,272 383,398
Proposal 2(g)
Elimination of the fundamental restriction
regarding short sales and collateral. 3,587,086 955,122 377,227
Proposal 2(h)
Elimination of fundamental restriction on
investing for the purpose of exercising
control. 4,383,790 161,408 374,237
_______________________________________________________________________________
34 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Supplemental Proxy Information
- -------------------------------------------------------------------------------
Shares Shares Shares
Voted For Voted Against Abstained
- ------------------------------------------------------------------------------------------------
Proposal 2(i)
Elimination of fundamental restriction
on purchasing securities on margin. 3,572,796 973,585 373,055
Proposal 2(j)
Elimination of fundamental restriction
on pledging, hypothecating, mortgaging
or otherwise encumbering fund assets,
except to secure permitted borrowings. 3,581,818 960,510 377,107
Proposal 2(k)
Amendment of fundamental investment
policy regarding concentration. 3,633,120 932,748 353,567
Proposasl 2(l)
Reclassification of the Fund's investment
objective as non-fundamental. 3,604,830 958,172 356,434
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 35
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)
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer
Hiromitsu Agata, Vice President
Edward D. Baker III, Vice President
Michael R. Baldwin, Vice President
Thomas J. Bardong, Vice President
Russell Brody, Vice President
Isabel Buccellati, Vice President
William Johnston, Vice President
Valli Niththyananthan, Vice President
Michele Patri, Vice President
Paul Rissman, Vice President
Thomas Schmitt, Vice President
Robert Sheetz, Vice President
Christopher Toub, Vice President
Atsushi Yamamoto, 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, the Independent Directors Committee and the
Governance and Nominating Committee.
(2) The day-to-day management and investment decisions for AllianceBernstein
International Research Growth Fund, Inc.'s portfolio are made by the Adviser's
International Research Growth sector analyst-managers, with oversight by the
Adviser's Portfolio Oversight Group.
_______________________________________________________________________________
36 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Management of the Fund
- -------------------------------------------------------------------------------
MANAGEMENT OF THE FUND
Board of Directors Information
The business and affairs of the Fund are managed under the direction of the
Board of Directors. Certain information concerning the Fund's Directors is set
forth below.
PORTFOLIOS
IN FUND OTHER
NAME, ADDRESS, PRINCIPAL COMPLEX DIRECTORSHIPS
DATE OF BIRTH, OCCUPATION(S) OVERSEEN BY HELD BY
(YEAR ELECTED*) DURING PAST 5 YEARS DIRECTOR DIRECTOR
- ----------------------------------------------------------------------------------------------------------------
INTERESTED DIRECTOR
Marc O. Mayer, ** Executive Vice President of ACMC 83 SCB Partners
1345 Avenue of the since 2001; prior thereto, Chief Inc.; SCB, Inc.
Americas Executive Officer of Sanford C.
New York, NY 10105 Bernstein & Co., LLC ("SCB & Co.")
10/2/57 (institutional research and brokerage
(2003) arm of Bernstein & Co., Inc.) and its
predecessor since prior to 2000.
DISINTERESTED DIRECTORS
William H. Foulk, Jr., # Investment Adviser and an 109 None
2 Sound View Drive Independent Consultant. He was
Suite 100 formerly Senior Manager of Barrett
Greenwich, CT 06830 Associates, Inc., a registered
9/7/32 investment adviser, with which he had
(1998) been associated since prior to 2000.
(Chairman of the Board) He was formerly Deputy Comptroller
and Chief Investment Officer of the
State of New York and, prior thereto,
Chief Investment Officer of the New
York Bank for Savings.
Ruth Block, # + Formerly: Executive Vice President 106 None
500 S.E. Mizner Blvd. and Chief Insurance Officer of The
Boca Raton, FL 33432 Equitable Life Assurance Society of
11/7/30 the United States; Chairman and
(1998) Chief Executive Officer of Evlico.
(insurance); a Director of Avon, BP
(oil and gas), Ecolab Incorporated
(specialty chemicals), Tandem
Financial Group and Donaldson,
Lufkin & Jenrette Securities
Corporation; Governor at Large,
National Association of Securities
Dealers, Inc.
David H. Dievler, # Independent Consultant. Until 108 None
P.O. Box 167 December 1994, Senior Vice
Spring Lake, NJ 07762 President of ACMC responsible for
10/23/29 mutual fund administration. Prior to
(1998) 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 the
American Institute of Certified Public
Accountants since 1953.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 37
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)
John H. Dobkin, # Consultant. He was formerly 106 Municipal Art
P.O. Box 12 President of Save Venice, Inc. Society (New
Annandale, NY 12504 (preservation organization) from York City)
2/19/42 2001-2002, Senior Advisor from
(1998) June 1999-June 2000 and President
of Historic Hudson Valley (historic
preservation) from December
1989-May 1999. Previously,
Director of the National Academy
of Design and during 1988-1992,
he was Director and Chairman of
the Audit Committee of ACMC.
Michael J. Downey, # Consultant since 2004. Formerly 81 Asia Pacific
c/o Alliance Capital managing partner of Lexington Fund, Inc.
Management L.P. Capital, LLC (investment advisory firm) and The
1345 Avenue of the from 1997 until December 2003. Merger Fund
Americas Prior thereto, Chairman and CEO
Attn: Philip L. Kirstein of Prudential Mutual Fund Management
New York, NY 10105 (1987 - 1993).
1/26/44
(2005)
* There is no stated term of office for the Fund's Directors.
** Mr. Mayer is an "interested person", as defined in the Investment Company
Act of 1940, due to his position as an Executive Vice President of ACMC, the
Fund's investment adviser.
# Member of the Audit Committee, the Independent Directors Committee and the
Governance and Nominating Committee.
+ Ms. Block was an "interested person", as defined in the1940 Act, until
October 21, 2004 by reason of her ownership of equity securities of a
controlling person of the Adviser. Such securities were sold for approximately
$2,400 on October 21, 2004. Ms. Block received shares of The Equitable
Companies Incorporated as part of the demutualization of The Equitable Life
Assurance Society of the United States. Her Equitable shares were subsequently
converted through a corporate action into 116 American Depositary Shares of AXA.
_______________________________________________________________________________
38 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Management of the Fund
- -------------------------------------------------------------------------------
Officer Information
Certain information concerning the Fund's Officers is listed below.
NAME,
ADDRESS* AND POSITION(S) HELD PRINCIPAL OCCUPATION
DATE OF BIRTH WITH FUND DURING PAST 5 YEARS
- --------------------------------------------------------------------------------------------------------------
Marc O. Mayer President See biography above.
10/2/57
Philip L. Kirstein Senior Vice President Independent Compliance Officer--
5/29/45 and Independent Mutual Funds of ACMC**, with which
Compliance Officer 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 2000 until
March 2003.
Hiromitsu Agata Vice President Senior Vice President of Alliance Capital
11/5/62 Asset Management ("ACAM")** with
which he has been associated since
prior to 2000.
Edward D. Baker III Vice President Senior Vice President and Chief
2/4/51 Investment Officer--Emerging Markets
of ACMC,** with which he has been
associated since prior to 2000.
Michael R. Baldwin Vice President Senior Vice President of ACMC**, with
2/26/58 which he has been associated since
prior to 2000.
Thomas J. Bardong Vice President Senior Vice President of ACMC,** with
4/28/45 which he has been associated since
prior to 2000.
Russell Brody Vice President Vice President of ACMC,** with which
11/14/66 he has been associated since prior to
2000.
Isabel Buccellati Vice President Vice President of Alliance Capital
11/6/68 Limited ("Limited")** with which she has
been associated since prior to 2000.
William Johnston Vice President Senior Vice President of Limited** with
2/24/61 which he has been associated since
prior to 2000.
Valli Niththyananthan Vice President Senior Vice President of Limited** since
4/21/74 October, 2000. Prior thereto, she was a
research analyst at Gartmore
Investment Management since prior to
2000.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 39
Management of the Fund
- -------------------------------------------------------------------------------
NAME,
ADDRESS* AND POSITION(S) HELD PRINCIPAL OCCUPATION
DATE OF BIRTH WITH FUND DURING PAST 5 YEARS
- --------------------------------------------------------------------------------------------------------------
Michele Patri Vice President Vice President of Limited** and a Non-
6/10/63 US Developed Analyst since April,
2001. Prior thereto, he was a portfolio
manager at Citigroup Asset Manager in
London since prior to 2000.
Paul Rissman Vice President Executive Vice President of ACMC**,
11/10/56 with which he has been associated
since prior to 2000.
Thomas Schmitt Vice President Senior Vice President of ACMC** with
7/13/57 which he has been associated since
prior to 2000.
Robert Sheetz Vice President Senior Vice President of ACMC** with
11/22/65 which he has been associated since
prior to 2000.
Christopher Toub Vice President Executive Vice President of ACMC**,
6/15/59 with which he has been associated since
prior to 2000.
Atsushi Yamamoto Vice President Senior Vice President of ACAM** with
12/24/66 which he has been associated since
prior to 2000.
Mark R. Manley Secretary Senior Vice President, Deputy General
10/23/62 Counsel and Chief Compliance Officer
of ACMC,** with which he has been
associated since prior to 2000.
Mark D. Gersten Treasurer and Chief Senior Vice President of Alliance Global
10/4/50 Financial Officer Investor Services, Inc. ("AGIS")** and
Vice President of AllianceBernstein
Investment Research and
Management, Inc. ("ABIRM"),**
with which he has been associated
since prior to 2000.
Vincent S. Noto Controller Vice President of AGIS,** with which
12/14/64 he has been associated since prior to
2000.
* The address for each of the Fund's officers is 1345 Avenue of the Americas,
New York, NY 10105.
** ACMC, ACAM, Limited, 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.
_______________________________________________________________________________
40 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Information Regarding the Review and Approval of the Fund's Advisory Agreement
The Fund's disinterested directors (the "directors") unanimously approved the
continuance of the Advisory Agreement between the Fund and the Adviser at a
meeting held on June 15, 2005.
In preparation for the meeting, the directors had requested from the Adviser
and evaluated extensive materials, including performance and expense
information for other investment companies with similar investment objectives
derived from data compiled by Lipper Inc. ("Lipper"), which is not affiliated
with the Adviser. The directors also reviewed an independent evaluation from
the Fund's Senior Officer (who is also the Fund's Independent Compliance
Officer) of the reasonableness of the advisory fees (as contemplated by the
Assurance of Discontinuance between the Adviser and the New York Attorney
General) in the Fund's Advisory Agreement wherein the Senior Officer concluded
that such fees were reasonable. In addition, the directors received a
presentation from the Adviser and had an opportunity to ask representatives of
the Adviser various questions relevant to the proposed approval. The directors
noted that the Senior Officer's evaluation considered the following factors:
management fees charged to institutional and other clients of the Adviser for
like services; management fees charged by other mutual fund companies for like
services; cost to the Adviser and its affiliates of supplying services pursuant
to the management fee agreement, excluding any intra-corporate profit; profit
margins of the Adviser and its affiliates from supplying such services;
possible economies of scale as the Fund grows larger; and nature and quality of
the Adviser's services including the performance of the Fund.
Prior to voting, the directors reviewed the proposed continuance of the
Advisory Agreement with management and with experienced counsel who are
independent of the Adviser and received a memorandum from such counsel
discussing the legal standards for their consideration of the proposed
continuance. The directors also discussed the proposed continuance in three
private sessions at which only the directors, their independent counsel and the
Fund's Independent Compliance Officer were present. In reaching their
determinations relating to continuance of the Advisory Agreement, the directors
considered all factors they believed relevant, including the following:
1. information comparing the performance of the Fund to other investment
companies with similar investment objectives and to an index;
2. the nature, extent and quality of investment, compliance, administrative
and other services rendered by the Adviser;
3. payments received by the Adviser from all sources in respect of the Fund
and all investment companies in the AllianceBernstein Fund complex;
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 41
4. the costs borne by, and profitability of, the Adviser and its affiliates in
providing services to the Fund and to all investment companies in the
AllianceBernstein Fund complex;
5. comparative fee and expense data for the Fund and other investment
companies with similar investment objectives;
6. the extent to which economies of scale would be realized to the extent the
Fund grows and whether fee levels reflect any economies of scale for the
benefit of investors;
7. the Adviser's policies and practices regarding allocation of portfolio
transactions of the Fund, including the extent to which the Adviser benefits
from soft dollar arrangements;
8. information about "revenue sharing" arrangements that the Adviser has
entered into in respect of the Fund;
9. portfolio turnover rates for the Fund compared to other investment
companies with similar investment objectives;
10. fall-out benefits which the Adviser and its affiliates receive from their
relationships with the Fund;
11. the Adviser's representation that it does not advise other clients with
similar investment objectives and strategies as the Fund;
12. the Senior Officer's evaluation of the reasonableness of the fee payable
to the Adviser in the Advisory Agreement;
13. the professional experience and qualifications of the Fund's portfolio
management team and other senior personnel of the Adviser; and
14. the terms of the Advisory Agreement.
The directors also considered their knowledge of the nature and quality of the
services provided by the Adviser to the Fund gained from their experience as
directors or trustees of most of the funds advised by the Adviser, their
overall confidence in the Adviser's integrity and competence they have gained
from that experience and the Adviser's responsiveness to concerns raised by
them in the past, including the Adviser's willingness to consider and implement
organizational and operational changes designed to improve investment results
and the services provided to the AllianceBernstein Funds.
_______________________________________________________________________________
42 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
In their deliberations, the directors did not identify any particular
information that was all-important or controlling, and each director attributed
different weights to the various factors.
The directors determined that the overall arrangements between the Fund and the
Adviser, as provided in the Advisory Agreement, were fair and reasonable in
light of the services performed, expenses incurred and such other matters as
the directors considered relevant in the exercise of their business judgment.
The material factors and conclusions that formed the basis for the directors
reaching their determinations to approve the continuance of the Advisory
Agreement (including their determinations that the Adviser should continue to
be the investment adviser for the Fund, and that the fees payable to the
Adviser pursuant to the Advisory Agreement are appropriate) were separately
discussed by the directors.
Nature, extent and quality of services provided by the Adviser
The directors noted that, under the Advisory Agreement, the Adviser, subject to
the control of the directors, administers the Fund's business and other
affairs. The Adviser manages the investment of the assets of the Fund,
including making purchases and sales of portfolio securities consistent with
the Fund's investment objective and policies. Under the Advisory Agreement, the
Adviser also provides the Fund with such office space, administrative and other
services (exclusive of, and in addition to, any such services provided by any
others retained by the Fund) and executive and other personnel as are necessary
for the Fund's operations. The Adviser pays all of the compensation of
directors of the Fund who are affiliated persons of the Adviser and of the
officers of the Fund.
The directors also considered that the Advisory Agreement provides that the
Fund will reimburse the Adviser for the cost of certain clerical, accounting,
administrative and other services provided at the Fund's request by employees
of the Adviser or its affiliates. Requests for these "at no more than cost"
reimbursements are approved by the directors on a quarterly basis and (to the
extent requested and paid) result in a higher rate of total compensation from
the Fund to the Adviser than the stated fee rates in the Fund's Advisory
Agreement.
The directors considered the scope and quality of services provided by the
Adviser under the Advisory Agreement and noted that the scope of services
provided by advisers of funds had expanded over time as a result of regulatory
and other developments. The directors noted, for example, that the Adviser is
responsible for maintaining and monitoring its own and, to varying degrees, the
Fund's compliance programs, and that these compliance programs have recently
been refined and enhanced in light of new regulatory requirements. The
directors considered the quality of the in-house investment research
capabilities of the
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 43
Adviser and the other resources it has dedicated to performing services for the
Fund. The quality of administrative and other services, including the Adviser's
role in coordinating the activities of the Fund's other service providers, also
were considered. The directors also considered the Adviser's response to recent
regulatory compliance issues affecting a number of the investment companies in
the AllianceBernstein Fund complex. The directors concluded that, overall, they
were satisfied with the nature, extent and quality of services provided to the
Fund under the Advisory Agreement.
Costs of Services Provided and Profitability to the Adviser
The directors reviewed a schedule of the revenues, expenses and related notes
indicating the profitability of the Fund to the Adviser for calendar years 2003
and 2004. The directors reviewed the assumptions and methods of allocation used
by the Adviser in preparing fund-specific profitability data, and noted the
Adviser's representation to them that it believed that the methods of
allocation used in preparing the profitability information were reasonable and
appropriate and that the Adviser had previously discussed with the directors
that there is no generally accepted allocation methodology for information of
this type. The directors also noted that the methodology for preparing
fund-by-fund profitability information was being reviewed and that it was
expected that an updated methodology would be implemented later in the year,
and that it would differ in various respects from the methodology used
previously.
The directors recognized that it is difficult to make comparisons of
profitability from fund advisory contracts because comparative information is
not generally publicly available and is affected by numerous factors, including
the structure of the particular adviser, the types of funds it manages, its
business mix, numerous assumptions regarding allocations and the adviser's
capital structure and cost of capital. In considering profitability
information, the directors considered the effect of fall-out benefits on the
Adviser's expenses, as well as the "revenue sharing" arrangements the Adviser
has entered into with certain entities that distribute shares of the Fund. The
directors focused on the profitability of the Adviser's relationship with the
Fund before taxes and distribution expenses. The directors recognized that the
Adviser should generally be entitled to earn a reasonable level of profits for
the services it provides to the Fund and, based on their review, concluded that
they were satisfied that the Adviser's level of profitability from its
relationship with the Fund was not excessive.
Fall-Out Benefits
The directors considered that the Adviser benefits from soft dollar
arrangements whereby it receives brokerage and research services from many of
the brokers and dealers that execute purchases and sales of securities on
behalf of its clients, including the Fund. They noted that the Adviser makes
presentations to the directors regarding its trading practices and brokerage
allocation policies,
_______________________________________________________________________________
44 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
including its policies with respect to soft dollar arrangements, from time to
time and had made a special presentation to the directors in May 2005 on this
subject. The directors noted that the Adviser has represented to them that all
of its soft dollar arrangements are consistent with applicable legal
requirements including the achievement of best execution. At the special
presentation, the directors received and reviewed information concerning the
Adviser's soft dollar arrangements, which included a description of the
Adviser's policies and procedures with respect to allocating portfolio
transactions for brokerage and research services, data on the dollar amount of
commissions allocated for third-party research and brokerage services and for
proprietary research and brokerage services, and a list of firms providing
third-party research and brokerage to the Adviser.
The directors also considered that the Distributor, which is a wholly-owned
subsidiary of the Adviser: receives 12b-1 fees from the Fund in respect of
classes of shares of the Fund that are subject to the Fund's 12b-1 plan;
retains a portion of the 12b-1 fees from the Fund; and receives all or a
portion of the sales charges on sales or redemptions of certain classes of
shares. The directors also noted that certain affiliates of the Adviser
distribute shares of the Fund and receive compensation in that connection, that
a subsidiary of the Adviser provides transfer agency services to the Fund and
receives compensation from the Fund for such services, and that brokers who are
affiliated with the Adviser are permitted to execute brokerage transactions for
the Fund subject to satisfaction of certain requirements.
The directors recognized that the Adviser's profitability would be somewhat
lower if it did not receive research for soft dollars or if the Adviser's
affiliates did not receive the other benefits described above. The directors
believe that the Adviser derives reputational and other benefits from its
association with the Fund.
Investment Results
In addition to the information reviewed by the directors in connection with the
meeting, the directors receive detailed comparative performance information for
the Fund at each regular Board meeting during the year. At the meeting, the
directors reviewed information prepared by the Adviser based on information
obtained from Lipper showing performance for Class A shares of the Fund as
compared to other funds in the Lipper International Large Cap Growth Funds
Average for periods ending March 31, 2005 over the year to date, 1-, 3- and
5-year and since inception periods (inception March 1998) and for calendar
years 1999 to 2004 and compared to the Morgan Stanley Capital International
Europe, Australasia and Far East Growth Index. The directors also reviewed
information from a report prepared by Lipper showing performance for Class A
shares of the Fund as compared to a group of 6 to 5 funds (depending on the
year) in its Lipper category selected by Lipper (the "Performance Group") and
as compared to a universe of 10 to 7 funds (depending on the year) in its
Lipper
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 45
category selected by Lipper (the "Performance Universe") for periods ended
March 31, 2005 over the 1-, 3- and 5-year periods. The directors noted that the
Lipper category data showed the Fund's performance for the periods ending March
31, 2005 was slightly above the Lipper median in the 1-year period and somewhat
below the Lipper medians for all other periods reviewed, and that the Fund's
calendar year performance was significantly above the Lipper medians in 1999,
2001 and 2002 and significantly below the Lipper medians in 2000, 2003 and
2004. The directors further noted that in the Performance Group comparison, the
Fund was in the second quintile for the 1- and 3-year periods (quintile
information was not available for the 5-year period) and in the Performance
Universe comparison, the Fund was in the third quintile for the 1-year period
and fourth quintiles for the 3- and 5-year periods. Based on their review, the
directors concluded that the Fund's relative performance over time had been
satisfactory. They also noted that the Fund's shareholders had recently
approved a new investment objective for the Fund and that a number of changes
to investment policies had recently been approved. They informed the Adviser
that they intended to closely monitor the Fund's performance.
Advisory Fees and Other Expenses
The directors considered the advisory fee rate paid by the Fund to the Adviser
and information prepared by Lipper concerning fee rates paid by other funds in
the same Lipper category as the Fund at a common asset level. The directors
recognized that it is difficult to make comparisons of advisory fees because
there are variations in the services that are included in the fees paid by
other funds.
The directors also considered the total expense ratio of the Class A shares of
the Fund in comparison to the fees and expenses of funds within two comparison
groups created by Lipper: an Expense Group and an Expense Universe. Lipper
described an Expense Group as a representative sample of comparable funds and
an Expense Universe as a broader group, consisting of all funds in the
investment classification/objective with a similar load type as the subject
Fund. The Class A expense ratio of the Fund was based on the Fund's latest
fiscal year expense ratio adjusted to show the effect of the new lower
contractual advisory fees implemented in January 2004. The directors recognized
that the expense ratio information for the Fund potentially reflected on the
Adviser's provision of services, as the Adviser is responsible for coordinating
services provided to the Fund by others. The directors noted that it was likely
that the expense ratios of some funds in the Fund's Lipper category also were
lowered by waivers or reimbursements by those funds' investment advisers, which
in some cases were voluntary and perhaps temporary.
The directors noted that the Fund's at approximate current size contractual
effective fee rate of 75 basis points was significantly lower than the median
for the Expense Group. The directors noted that the latest fiscal year
administrative
_______________________________________________________________________________
46 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
expense reimbursement by the Fund pursuant to the Advisory Agreement was 11
basis points. The directors noted that the Fund's expense ratio was somewhat
lower than the medians for both the Expense Group and the Expense Universe.
They also noted that the Adviser had implemented an expense ratio cap but that
the Fund's current expense ratio was less than the capped ratio. They further
noted that the Adviser would be implementing a lower expense cap through the
end of the Fund's next fiscal year in connection with the Fund's expected
acquisition of the assets and liabilities of two other AllianceBernstein Funds
in the near term. Such acquisition was expected to have a favorable impact on
the Fund's expense ratio. The directors concluded that the Fund's expense ratio
was satisfactory.
Economies of Scale
The directors noted that the advisory fee schedule for the Fund contains
breakpoints so that, if assets were to increase over the breakpoint levels, the
fee rates would be reduced on the incremental assets. The directors also
considered a presentation by an independent consultant discussing economies of
scale issues in the mutual fund industry. The directors believe that economies
of scale are realized (if at all) by the Adviser across a variety of products
and services, and not only in respect of a single fund. The directors noted
that there is no uniform methodology for establishing breakpoints that give
effect to fund-specific services provided by the Adviser and to the economies
of scale that the Adviser may realize in its overall mutual fund business or
those components of it which directly or indirectly affect the Fund's
operations. The directors observed that in the mutual fund industry as a whole,
as well as among funds similar to the Fund, there is no uniformity or pattern
in the fees and asset levels at which breakpoints (if any) apply. Depending on
the age and size of a particular fund and its adviser's cost structure,
different conclusions can be drawn as to whether there are economies of scale
to be realized at any particular level of assets, notwithstanding the intuitive
conclusion that such economies exist, or will be realized at some level of
total assets. Moreover, because different advisers have different cost
structures and service models, it is difficult to draw meaningful conclusions
from the comparison of a fund's advisory fee breakpoints with those of
comparable funds. The directors also noted that the advisory agreements for
many funds do not have breakpoints at all. Having taken these factors into
account, the directors concluded that the Fund's breakpoint arrangements would
result in a sharing of economies of scale in the event of a very significant
increase in the Fund's net assets.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 47
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
Global Health Care Fund*
Global Research Growth Fund
Global Technology Fund*
Greater China '97 Fund
International Growth Fund*
International Research Growth 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. Prior to May 16, 2005, International Growth
Fund was named Worldwide Privatization Fund and International Research Growth
Fund was named International Premier Growth Fund. On June 24, 2005, All-Asia
Investment Fund merged into International Research Growth Fund. On July 8,
2005, New Europe Fund merged into International Research Growth 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.
_______________________________________________________________________________
48 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS
SUMMARY OF SENIOR OFFICER'S EVALUATION OF INVESTMENT ADVISORY AGREEMENT*
The following is a summary of the evaluation of the investment advisory
agreement between Alliance Capital Management L.P., (the "Adviser") and the
AllianceBernstein International Research Growth Fund, Inc.**, (the "Fund"),
prepared by Philip L. Kirstein, the Senior Officer, for the independent
directors of the Fund, as required by the Assurance of Discontinuance between
the New York State Attorney General and the Adviser. The Senior Officer's
evaluation of the investment advisory agreement is not meant to diminish the
responsibility or authority of the Boards of Directors to perform their duties
pursuant to Section 15 of the Investment Company Act of 1940 (the "40 Act") and
applicable state law. The purpose of the summary is to provide shareholders
with a synopsis of the independent evaluation of the reasonableness of the
advisory fees which was provided to the independent directors in connection
with their review of the proposed continuance of the investment advisory
agreement. The Senior Officer's evaluation considered the following factors:
1. Management fees charged to institutional and other clients of the Adviser
for like services.
2. Management fees charged by other mutual fund companies for like services.
3. Costs to the Adviser and its affiliates of supplying services pursuant to
the advisory agreement, excluding any intra-corporate profit.
4. Profit margins of the Adviser and its affiliates from providing such
services.
5. Possible economies of scale as the Fund grows larger.
6. Nature and quality of the Adviser's services, including the performance of
the Fund.
FUND ADVISORY FEES, EXPENSE REIMBURSEMENTS, CAPS & RATIOS
The table below describes the Fund's advisory fee pursuant to the Investment
Advisory Agreement. This is the fee schedule the Adviser implemented in January
2004 as a result of the settlement with the New York State Attorney General.
* It should be noted that the information in the fee summary was completed on
June 8, 2005 and presented to the Board of Directors and Trustees on June 15,
2005 in accordance with the Assurance of Discontinuance with the New York State
Attorney General. It also should be noted that references in the fee summary
pertaining to performance and expense ratios refer to Class A shares of the
Fund.
** Prior to May 16, 2005, AllianceBernstein International Research Growth
Fund, Inc. was named AllianceBernstein International Premier Growth Fund, Inc.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 49
Advisory Fee Based on % of
Average Daily Net Assets
- ---------------------------------------------------------------------------------------
AllianceBernstein International Research First $2.5 billion .75%
Growth Fund, Inc. Next $2.5 billion .65%
Excess over $5 billion .60%
The Adviser is reimbursed as specified in the Investment Advisory Agreement for
certain clerical, legal, accounting, administrative and other services provided
to the Fund as indicated below:
Latest
Fiscal Year As % of Average
Amount Daily Net Assets
- -----------------------------------------------------------------------------------------
AllianceBernstein International
Research Growth Fund, Inc $105,000.00 .11
The Adviser has agreed to waive that portion of its management fees and/or
reimburse the Fund for that portion of its total operating expenses to the
degree necessary to limit the Fund's expense ratios to the levels set forth
below for that Fund's current fiscal year. That waiver agreement is terminable
by the Adviser at the end of the Fund's fiscal year upon at least 60 days
written notice. It should be noted that as of February 28, 2005, the Fund is
operating below its expense cap. Pro-forma expense ratio is also set forth
below.
Expense Cap
pursuant to
Expense
Limitation Pro-Forma Fiscal
Undertaking* Expense Ratio** Year End
- ----------------------------------------------------------------------------------------------
AllianceBernstein International Advisor - 1.35% 1.79% July 31, 2004
Research Growth Fund, Inc. Class A - 1.65% 2.08%
Class B - 2.35% 2.89%
Class C - 2.35% 2.82%
I. MANAGEMENT FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS OF THE ADVISER
The management fees charged to investment companies which the Adviser manages
and sponsors may be higher than those charged to institutional accounts,
including pension plans and sub-advised investment companies. The fee
differential reflects, among other things, different services provided to such
clients, and different liabilities assumed. Services provided by the Adviser to
the Fund that are not provided to non-investment company clients include
providing office space and personnel to serve as Fund Officers and coordinating
with and
* Prior to May 10, 2005, the expense caps were 2.20% for the Advisor Class,
2.50% for Class A and 3.20% for Class B and Class C.
** This pro-forma expense ratio information shows what would have been each
Fund's expense ratio in the indicated fiscal year had the current fee been in
effect throughout the fiscal year.
_______________________________________________________________________________
50 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
monitoring the Fund's third party service providers such as Fund counsel,
auditors, custodians, transfer agents and pricing services. The accounting,
administrative and legal/compliance requirements for the Fund are more costly
than those for institutional assets due to the greater complexities and time
required for investment companies. A portion of the expenses related to these
services are reimbursed by the Fund to the Adviser. Managing the cash flow of
an investment company may be more difficult than for other accounts,
particularly if the Fund is in net redemptions, as the Adviser is forced to
sell securities to meet redemptions.
Notwithstanding the Adviser's view that managing an investment company is not
comparable to managing other institutional accounts because the services
provided are different, the Senior Officer believes it is worth noting the
information from the Adviser's ADV regarding the advisory fees charged to
institutional accounts in the same asset class as the Fund. However, with
respect to the Fund the Adviser represented that there is no category set forth
in its Form ADV for institutional products which have a substantially similar
investment style as the Fund.
The Adviser represented that it does not sub-advise any registered investment
companies with a similar investment style as the Fund. The Adviser also manages
and sponsors retail mutual funds organized in jurisdictions outside the United
States, generally Luxembourg, and sold to non-United States investors. With
respect to the Fund, the Adviser represented that there are no offshore retail
mutual funds of similar investment style.
II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.
Lipper, Inc., an analytical service that is not affiliated with the Adviser,
compared the fees charged to the Fund with fees charged to other investment
companies for similar services by other investment advisers. Lipper's analysis
included the Fund's ranking with respect to the proposed advisory fees relative
to the Lipper group median at the approximate current asset level for the Fund.*
Lipper Group
Fee Median Rank
- -------------------------------------------------------------------------------
AllianceBernstein International
Research Growth Fund, Inc. 0.750 0.938 1/6
* A ranking of "1" means that the AllianceBernstein Fund has the lowest
effective fee rate in the Lipper peer group.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 51
Lipper also analyzed the expense ratio of the Fund in comparison to its Lipper
Expense Group** and Lipper Expense Universe***. Lipper describes a Lipper
Expense Group as a representative sample of comparable funds and a Lipper
Universe as a broader group, consisting of all funds in the investment
classification/objective with a similar load type as the subject Fund. The
results of that analysis are set forth below:
Lipper Lipper Lipper
Expense Universe Universe Lipper Group
Ratio Median Rank Group Rank Median
- --------------------------------------------------------------------------------------------------------
AllianceBernstein International
Research Growth Fund, Inc. 1.650 1.739 4/8 3/6 1.739
Based on this analysis, the Fund has a more favorable ranking on an advisory
fee basis than on a total expense ratio basis. This has resulted in a variety
of efforts by the Adviser to lower non-management expenses.
III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO
THE ADVISORY AGREEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.
The profitability information for the Fund prepared by the Adviser for the
Board of the Directors was reviewed by the Senior Officer. An independent
consultant is working with the Adviser's personnel on a new system to produce
profitability information at the Fund level which will reflect the Adviser's
management reporting approach. It is possible that future Fund profitability
information may differ from previously reviewed information due to changes in
methodologies and allocations. See Section IV for additional discussion.
IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH
SERVICES.
The Adviser's profitability for the Fund decreased during calendar 2004
relative to 2003 primarily as a result of the reduction in the advisory fee
schedule implemented early in 2004.
In addition to the Adviser's direct profits from managing the Fund pursuant to
the investment advisory agreement, certain of the Adviser's affiliates have
business relationships with the Fund and may earn a profit from providing other
services to the Fund. These affiliates provide transfer agency and distribution
related
** Lipper uses the following criteria in screening funds to be included in
each Fund's expense group: fund type, investment classification/objective, load
type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, and
expense components and attributes. An expense group will typically consist of
seven to twenty funds.
*** Except for asset (size) comparability, Lipper uses the same criteria for
selecting an expense group when selecting an expense universe. Unlike an
expense group, an expense universe allows for the same advisor to be
represented by more than just one fund.
_______________________________________________________________________________
52 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
services and receive transfer agent fees, Rule 12b-1 payments, front-end sales
loads, contingent deferred sales charges ("CDSC") and commissions for providing
brokerage services. In addition, the Adviser benefits from soft dollar
arrangements which offset expenses the Adviser would otherwise incur.
Additional information regarding distribution related fees can be found in the
prospectus of the Fund.
Different classes of shares are charged different types of distribution fees.
The Adviser's affiliate, AllianceBernstein Investment Research and Management
Inc. ("ABIRM"), is the Fund's principal underwriter. ABIRM and the Adviser may
make payments* from their own resources, in addition to sales loads and Rule
12b-1 fees, to firms that sell shares of the Fund. In 2004, ABIRM paid from its
own resources approximately .04% of the average monthly assets of the Fund for
distribution services and educational support. For 2005, it is anticipated that
ABIRM will pay approximately .04% of average monthly assets of the Fund for
such purposes.
After payments to third party intermediaries, ABIRM retained the following
amount in Class A front-end load sales charges from sales of the Fund's shares
in the Fund's most recent fiscal year:
Amount Received
- -------------------------------------------------------------------------------
AllianceBernstein International Research Growth Fund, Inc. $2,039
ABIRM received the amounts set forth below in Rule 12b-1 fees and CDSC for the
Fund during the Fund's most recent fiscal year. A significant percentage of
such amounts were paid out to third party intermediaries by ABIRM.
12b-1 Fee
Received** CDSC Received
- -------------------------------------------------------------------------------
AllianceBernstein International
Research Growth Fund, Inc. $674,478 $96,760
Fees and reimbursements for out of pocket expenses charged by Alliance Global
Investor Services, Inc. ("AGIS"), the affiliated transfer agent, are based on
the level of the network account and the class of share held by the account.
AGIS also receives a fee per shareholder sub-account for each account
maintained by an intermediary on an omnibus basis. AGIS' after-tax
profitability decreased in 2004 in comparison to 2003.
* The total amount paid to the financial intermediary in connection with the
sale of shares will generally not exceed the sum of (a) .25% of the current
year's Fund sales by that firm and (b) .10% of the average daily net assets
attributable to that firm over the year.
** 12b-1 amounts are gross amounts paid to ABIRM.
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 53
AGIS received the following fee from the Fund in the most recent fiscal year:
AGIS Fee
- -------------------------------------------------------------------------------
AllianceBernstein International
Research Growth Fund, Inc. $386,000
The Fund effected brokerage transactions through the Adviser's affiliate,
Sanford C. Bernstein & Co. LLC ("SCB"), and paid commissions during the Fund's
recent fiscal year. The Adviser represented that SCB's profitability from
business conducted with the Fund is comparable to the profitability of SCB's
dealings with other third party clients.
V. POSSIBLE ECONOMIES OF SCALE
The Adviser has indicated that the breakpoints in the fee schedule for the Fund
reflect a sharing of economies of scale to the extent they exist. Based on some
of the professional literature that have considered economies of scale in the
mutual fund industry it is thought that to the extent economies of scale exist,
they may more often exist across a fund family as opposed to a specific fund.
This is because the costs incurred by the Adviser, such as investment research
or technology for trading or compliance systems can be spread across a greater
asset base as the fund family increases in size. It is also possible that as
the level of services required to operate a successful investment company has
increased over time, and advisory firms have made such investments in their
business to provide improved services, there may be a sharing of economies of
scale without a reduction in advisory fees.
An independent consultant made a presentation to the Board of Directors and the
Senior Officer regarding possible economies of scale or scope in the mutual
fund industry. Based on the presentation, it was evident that fund management
companies benefit from economies of scale. However, due to the lack of cost
data which forced the researchers to infer facts about the costs from the
behavior of fund expenses, there was a lack of consensus among researchers as
to whether economies of scale were being passed on to the shareholders. It is
contemplated that additional work will be performed to determine if the
benefits of economies of scale or scope are being passed to shareholders by the
Adviser. In the meantime, it is clear that to the extent the Fund's assets
exceed the initial breakpoint its shareholders benefit from a lower fee rate.
VI. NATURE AND QUALITY OF THE ADVISER'S SERVICES INCLUDING PERFORMANCE OF THE
FUND.
With assets under management of $534.4 billion as of March 31, 2005, the
Adviser has the investment experience and resources necessary to effectively
manage the Fund and provide non-investment services (described in Section II)
to the Fund.
_______________________________________________________________________________
54 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
The information prepared by Lipper showed the 1, 3 and 5 year performance
ranking of the Fund relative to its Lipper universe:
Performance Year
Rank in Performance Universe for Periods
Ended March 31, 2005
- -------------------------------------------------------------------------------
1 3 5
- -------------------------------------------------------------------------------
AllianceBernstein International
Research Growth Fund, Inc. 5/10 7/10 5/7
CONCLUSION:
Based on the factors discussed above the Senior Officer's conclusion is that
the proposed fee for the Fund is reasonable and within the range of what would
have been negotiated at arms-length in light of all the surrounding
circumstances. This conclusion in respect of the Fund is based on an evaluation
of all of these factors and no single factor was dispositive.
Dated: July 22, 2005
_______________________________________________________________________________
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 55
NOTES
_______________________________________________________________________________
56 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
1345 Avenue of the Americas
New York, NY 10105
(800) 221-5672
[LOGO] ALLIANCEBERNSTEIN (R)
Investment Research and Management
IPGAR0705
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 12(a)(1).
(b) During the period covered by this report, no material amendments were made
to the provisions of the code of ethics adopted in 2(a) above.
(c) During the period covered by this report, no implicit or explicit waivers
to the provisions of the code of ethics adopted in 2(a) above were granted.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The registrant's Board of Directors has determined that independent directors
David H. Dievler and William H. Foulk, Jr. qualify as audit committee financial
experts.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) - (c) The following table sets forth the aggregate fees billed by the
independent registered public accounting firm PricewaterhouseCoopers 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 advice and education
on accounting and auditing issues, quarterly press release review (for those
Funds that issue quarterly press releases), and preferred stock maintenance
testing (for those Funds that issue preferred stock); and (iii) tax
compliance, tax advice and tax return preparation.
Audit Audit-Related Tax
Fees Fees Fees
--------- ------------- --------
2004 $42,000 $ 750 $ 14,793
2005 $44,000 $1,760 $ 6,100
(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 registered public accounting firm. 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
All Fees for Committee
Non-Audit Services (Portion Comprised of
Provided to the Audit Related Fees)
Portfolio, the Adviser (Portion Comprised of
and Service Affiliates Tax Fees)
- -------------------------------------------------------------------------------------------------------------
2004 $ 742,617 [ $15,543 ]
( $750 )
( $14,793 )
2005 $ 810,635 [ $7,860 ]
( $1,760 )
( $6,100 )
(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 registered public accounting firm to the Adviser and
Service Affiliates is compatible with maintaining the independent registered
public accounting firm'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. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to the registrant.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable to the registrant.
ITEM 10. 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 11. 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 during the second fiscal quarter of the period 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 12. EXHIBITS.
The following exhibits are attached to this Form N-CSR:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
12 (a) (1) Code of Ethics that is subject to the disclosure of Item 2
hereof
12 (b) (1) Certification of Principal Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2) Certification of Principal Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
12 (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 Research Growth Fund, Inc.
By: /s/ Marc O. Mayer
-----------------
Marc O. Mayer
President
Date: September 28, 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: September 28, 2005
By: /s/ Mark D. Gersten
-------------------
Mark D. Gersten
Treasurer and Chief Financial Officer
Date: September 28, 2005