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, 2006
Date of reporting period: January 31, 2006
ITEM 1. REPORTS TO STOCKHOLDERS.
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SEMI-ANNUAL REPORT
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AllianceBernstein International Research Growth Fund
Semi-Annual Report
January 31, 2006
[LOGO]
ALLIANCEBERNSTEIN
INVESTMENTS
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(R) 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 Investments, Inc. is an affiliate of AllianceBernstein L.P.,
the manager of the funds, and is a member of the NASD.
AllianceBernstein(R) and the AB Logo are registered trademarks and service
marks used by permission of the owner, AllianceBernstein L.P.
March 14, 2006
Semi-Annual Report
This report provides management's discussion of fund performance for
AllianceBernstein International Research Growth Fund (the "Fund") for the
semi-annual reporting period ended January 31, 2006.
Investment Objective and Policies
This open-end fund seeks long-term growth of capital by investing predominantly
in the equity securities 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 former
benchmark, the Morgan Stanley Capital International (MSCI) Europe, Australasia
and Far East (EAFE) Growth Index, and its new benchmark, the MSCI All Country
(AC) World ex-U.S. Index, for the six- and 12-month periods ended January 31,
2006.
The Fund outperformed its new benchmark, the MSCI AC World ex-U.S. Index,
during both the six- and 12-month periods. The Fund benefited both from strong
stock selection in the energy and financials sectors, and diminishing headwinds
against the growth investing style.
In particular, strong contribution was attributed to the energy sector where
global supply remained tight against rising demand, in particular from China.
Notably, oil services stocks were strong and the Fund had positive contribution
from holdings that gained from increased demand for refining capacity and
capital expenditure in the industry. In the financial sector, strong capital
markets and healthy asset management volumes saw positive attribution from
Credit Suisse; in Japan, Mitsubishi Tokyo Financial contributed positively to
performance due to a recovery in the Japanese economy as the credit environment
improved. Stock selection in the industrial sector also contributed to the
Fund's performance.
The media sector was a weak performer during the period under review. In the
U.K., a weaker consumer saw difficult trading conditions for consumer stocks,
and one of the Fund's financial holdings suffered due to a deterioration of
credit quality from the U.K. consumer. In addition, the Fund's
telecommunications holdings underperformed due to increased competition and the
threat of disruptive technology hurting the prospects for telecommunications
stocks.
Market Review and Investment Strategy
Non-U.S. stocks staged a powerful rally in 2005 as global economic and
corporate-profit growth remained strong while inflation stayed relatively
subdued despite a steep run-up in energy prices. Investors were particularly
pleased with renewed strength in Japan, which, after more than a decade of
erratic economic growth, appeared poised for a sustained rebound. Robust growth
elsewhere in Asia, especially China, also fostered investors' bullishness.
Vigorous expansion in the U.S., the main engine of the world economy, provided
further underpinning, while European growth was relatively slower.
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 1
In comparison to the MSCI AC World ex-U.S. Index, the Fund was overweighted in
health care and technology stocks, while energy/natural resources was the main
underweight during the reporting period. The Fund's regional allocation was
overweighted in Europe and the emerging markets. The Fund continues to own
fundamentally superior stocks which the Fund's portfolio management team
believes have certain characteristics, including: earnings growth that is
underappreciated by the consensus and attractive rates of return on equity to
their shareholders while maintaining valuation characteristics that are very
similar to the broad market, in terms of price-to-earnings and price-to-book
ratios.
2 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
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 the different share classes will vary
due to different expenses associated with each class. Performance assumes
reinvestment of distributions and does not account for taxes. During the
reporting period, the Adviser waived a portion of its advisory fee or
reimbursed the Fund for a portion of its expenses to the extent necessary to
limit its expenses on an annual basis to 1.65%, 2.35%, 2.35% and 1.35% of the
average daily net assets of Class A, Class B, Class C and Advisor Class shares,
respectively. These waivers extend through the Fund's current fiscal year and
may be extended by the Adviser for additional one-year terms. Without the
waivers, the Fund's expenses would have been higher and their performance would
have been lower than that shown.
Benchmark Disclosure
Neither the unmanaged Morgan Stanley Capital International (MSCI) Europe,
Australasia and Far East (EAFE) Growth Index nor the unmanaged MSCI All Country
(AC) World ex-U.S. Index reflects fees and expenses associated with the active
management of a mutual fund portfolio. The MSCI EAFE Growth Index is a free
float-adjusted market capitalization index that is designed to measure
developed market growth equity performance in 21 countries, excluding the U.S.
and Canada. The MSCI AC World ex-U.S. Index is a free float-adjusted market
capitalization index that is designed to measure equity market performance in
the global developed and emerging markets, excluding the U.S. An investor
cannot invest directly in an index, and its 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
(continued from previous page)
THE FUND VS. ITS BENCHMARK
PERIODS ENDED JANUARY 31, 2006
Returns
6 Months 12 Months
- ----------------------------------------------------------------------------
AllianceBernstein International
Research Growth Fund
Class A 23.98% 32.36%
Class B 23.48% 31.47%
Class C 23.48% 31.33%
Advisor Class 24.07% 32.55%
MSCI EAFE Growth Index** 18.75% 23.10%
MSCI AC World ex-U.S. Index** 20.31% 26.94%
** Net Index. The dividend is reinvested after deduction of withholding
tax.
See Historical Performance and Benchmark disclosures on previous page.
(Historical Performance continued on next page)
4 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
HISTORICAL PERFORMANCE
(continued from previous page)
AVERAGE ANNUAL RETURNS AS OF JANUARY 31, 2006
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NAV Returns SEC Returns
Class A Shares
1 Year 32.36% 26.69%
5 Years 3.35% 2.45%
Since Inception* 3.52% 2.96%
Class B Shares
1 Year 31.47% 27.47%
5 Years 2.55% 2.55%
Since Inception* 2.76% 2.76%
Class C Shares
1 Year 31.33% 30.33%
5 Years 2.55% 2.55%
Since Inception* 2.76% 2.76%
Advisor Class Shares#
1 Year 32.55% 32.55%
5 Years 3.61% 3.61%
Since Inception* 3.80% 3.80%
SEC AVERAGE ANNUAL RETURNS (WITH ANY APPLICABLE SALES CHARGES)
AS OF THE MOST RECENT CALENDAR QUARTER-END (DECEMBER 31, 2005)
- ---------------------------------------------------------------------------
Class A Shares
1 Year 12.72%
5 Years 1.00%
Since Inception* 1.90%
Class B Shares
1 Year 12.95%
5 Years 1.12%
Since Inception* 1.71%
Class C Shares
1 Year 15.83%
5 Years 1.12%
Since Inception* 1.71%
Advisor Class Shares
1 Year 18.07%
5 Years 2.16%
Since Inception* 2.75%
# This share class is offered at net asset value (NAV) to eligible
investors and its SEC returns are the same as the NAV returns.
* 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
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 table below provides information about actual account values and actual
expenses. You may use the information, 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 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 table below also 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 hypothetical example is useful in comparing ongoing costs only,
and will not help you determine the relative total costs of owning different
funds. In addition, if these transactional costs were included, your costs
would have been higher.
Beginning Ending
Account Value Account Value Expenses Paid
August 1, 2005 January 31, 2006 During Period*
------------------------------ ------------------------------ ------------------------------
Actual Hypothetical Actual Hypothetical** Actual Hypothetical
-------------- -------------- -------------- -------------- -------------- --------------
Class A $1,000 $1,000 $1,239.77 $1,016.89 $ 9.31 $ 8.39
Class B $1,000 $1,000 $1,234.81 $1,013.36 $ 13.24 $ 11.93
Class C $1,000 $1,000 $1,234.81 $1,013.36 $ 13.24 $ 11.93
Advisor
Class $1,000 $1,000 $1,240.69 $1,018.40 $ 7.62 $ 6.87
* Expenses are equal to the classes' annualized expense ratios of 1.65%,
2.35%, 2.35% and 1.35% respectively, multiplied by the average account value
over the period, multiplied by 184/365 (to reflect the one-half year period).
** Assumes 5% return before expenses.
6 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
PORTFOLIO SUMMARY
January 31, 2006 (unaudited)
PORTFOLIO STATISTICS
Net Assets ($mil): $274.0
SECTOR BREAKDOWN*
[ ] 26.8% Finance [PIE CHART OMITTED]
[ ] 15.9% Energy
[ ] 11.3% Health Care
[ ] 9.7% Consumer Services
[ ] 8.9% Technology
[ ] 6.7% Consumer Staples
[ ] 5.4% Consumer Manufacturing
[ ] 4.1% Capital Goods
[ ] 3.5% Basic Industry
[ ] 2.8% Utilities
[ ] 1.6% Aerospace & Defense
[ ] 1.5% Multi-Industry
[ ] 0.5% Transportation
[ ] 1.3% Short-Term
COUNTRY BREAKDOWN*
[ ] 16.8% Japan [PIE CHART OMITTED]
[ ] 15.4% Switzerland
[ ] 13.3% United Kingdom
[ ] 8.7% France
[ ] 4.3% Italy
[ ] 3.5% Netherlands Antilles
[ ] 3.5% Brazil
[ ] 3.5% Hong Kong
[ ] 3.4% Ireland
[ ] 2.8% South Korea
[ ] 2.6% Russia
[ ] 2.4% Spain
[ ] 2.1% Sweden
[ ] 2.1% Australia
[ ] 14.3% Other
[ ] 1.3% Short-Term
* All data are as of January 31, 2006. 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 2.1% weightings in the
following countries: Canada, Cayman Islands, Egypt, Germany, Greece, Hungary,
India, Israel, Mexico, Netherlands, Norway, South Africa, Taiwan and Turkey.
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
January 31, 2006 (unaudited)
Percent of
Company U.S. $ Value Net Assets
- ---------------------------------------------------------------------------
Schlumberger, Ltd. $ 9,252,870 3.4%
Credit Suisse Group 8,554,366 3.1
UBS AG 8,031,142 2.9
Petroleo Brasileiro, SA (ADR) 7,654,560 2.8
Roche Holding AG 7,164,057 2.6
ENI SpA 6,256,321 2.3
Lukoil (ADR) 6,121,489 2.2
BNP Paribas, SA 5,908,804 2.2
Novartis AG 5,659,615 2.1
Nomura Holdings, Inc. 5,306,552 1.9
- ------------------------------------------------------------------------
$69,909,776 25.5%
8 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
PORTFOLIO OF INVESTMENTS
January 31, 2006 (unaudited)
Company Shares U.S. $ Value
- -------------------------------------------------------------------------
COMMON STOCKS & OTHER INVESTMENTS-96.3%
Finance-26.2%
Banking-Money Center-15.7%
Anglo Irish Bank Corp. Plc. 202,619 $ 3,198,546
Banco Bilbao Vizcaya Argentaria, SA 157,276 3,179,066
BNP Paribas, SA 66,281 5,908,804
Credit Suisse Group(a) 146,381 8,554,366
EFG Eurobank Ergasias 55,772 2,072,590
Kookmin Bank 44,330 3,525,787
Mitsubishi UFJ Financial Group, Inc. 243 3,498,437
Standard Chartered Plc. 100,426 2,493,796
Sumitomo Mitsui Financial Group, Inc. 209 2,434,673
UBS AG 73,835 8,031,142
------------
42,897,207
Banking - Regional-1.5%
Allied Irish Banks Plc. 83,380 1,876,037
Turkiye Is Bankasi Series C 248,145 2,243,058
------------
4,119,095
Brokerage & Money Management-2.7%
Man Group Plc. 60,821 2,209,098
Nomura Holdings, Inc. 272,500 5,306,552
------------
7,515,650
Insurance-5.1%
Cathay Financial Holding Co., Ltd. 509,000 951,372
ING Groep NV 116,057 4,141,671
Prudential Plc. 289,012 2,931,285
QBE Insurance Group, Ltd. 209,012 3,057,968
Swiss Re(a) 37,899 2,817,318
------------
13,899,614
Miscellaneous-1.2%
Aeon Credit Service Co., Ltd. 18,100 1,616,785
FirstRand, Ltd. 531,719 1,696,306
------------
3,313,091
------------
71,744,657
Energy-15.6%
International-10.3%
China Petroleum and Chemical Corp.
(Sinopec) Cl. H 2,116,000 1,308,018
ENI SpA 206,480 6,256,321
Lukoil (ADR) 79,915 6,121,489
Norsk Hydro ASA 30,927 3,806,120
Petroleo Brasileiro, SA (ADR)(a) 88,800 7,654,560
Total, SA 10,914 3,022,263
------------
28,168,771
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 9
Company Shares U.S. $ Value
- -------------------------------------------------------------------------
Oil Service-5.3%
GlobalSantaFe Corp. 36,800 $ 2,246,640
Saxon Energy Services, Inc.(a) 587,500 2,939,950
Schlumberger, Ltd. 72,600 9,252,870
------------
14,439,460
------------
42,608,231
Health Care-11.0%
Drugs-8.8%
Gedeon Richter Rt. 5,000 1,046,210
GlaxoSmithKline Plc. 54,063 1,384,012
Hikma Pharmaceuticals Plc.(a) 158,722 1,239,589
Novartis AG 102,948 5,659,615
Roche Holding AG 45,349 7,164,057
Sanofi-Aventis 43,737 4,012,557
Takeda Pharmaceutical Co., Ltd. 31,000 1,753,318
Teva Pharmaceutical Industries,
Ltd. (ADR) 40,400 1,722,252
------------
23,981,610
Medical Products-2.2%
Alcon, Inc. 13,029 1,666,670
Nobel Biocare Holding AG 8,421 1,909,045
Smith & Nephew Plc. 137,098 1,360,825
Synthes, Inc. 9,961 1,193,000
------------
6,129,540
------------
30,111,150
Consumer Services-9.5%
Advertising-1.0%
WPP Group Plc. 246,287 2,734,548
Broadcasting & Cable-0.8%
Grupo Televisa, SA (ADR) 14,600 1,219,830
Societe Television Francaise 1 26,384 837,761
------------
2,057,591
Cellular Communications-2.6%
America Movil SA de CV Series L (ADR) 35,800 1,207,534
Mobile TeleSystems (ADR) 19,300 723,364
NTT DoCoMo, Inc. 582 930,294
Orascom Telecom Holding, SAE (GDR)(b) 13,424 888,669
Turkcell Iletisim Hizmetleri AS (ADR) 39,800 692,918
Vodafone Group Plc. 1,257,127 2,643,906
------------
7,086,685
Entertainment & Leisure-1.3%
Carnival Plc. 20,863 1,162,807
Namco Bandai Holdings, Inc.(a) 55,400 832,145
OPAP, SA 44,189 1,662,737
------------
3,657,689
Printing & Publishing-0.7%
Naspers, Ltd. Cl. N 87,875 1,882,374
10 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Company Shares U.S. $ Value
- -------------------------------------------------------------------------
Resturants & Lodging-0.8%
Accor, SA 38,690 $ 2,319,636
Retail - General Merchandise-1.8%
Billabong International, Ltd. 80,600 900,865
GUS Plc. 54,116 995,630
Luxottica Group SpA 112,483 2,941,297
------------
4,837,792
Miscellaneous-0.5%
First Choice Holidays Plc. 253,299 1,107,892
Li & Fung, Ltd. 170,000 316,916
------------
1,424,808
------------
26,001,123
Technology-8.7%
Communication Equipment-0.5%
LM Ericsson AB 389,781 1,417,934
Computer Peripherals-0.3%
LG Philips LCD Co., Ltd.(a) 20,630 935,726
Computer Services-0.5%
CapGemini, SA(a) 32,094 1,467,174
Electronic Components-0.3%
LG Philips LCD Co., Ltd. (ADR)(a) 35,100 802,035
Internet Infrastructure-0.5%
Fastweb(a) 29,372 1,421,838
Semiconductor Capital Equipment-0.1%
ASML Holding NV(a) 17,073 385,140
Semiconductor Components-1.5%
Samsung Electronics Co., Ltd. 2,782 2,124,381
Taiwan Semiconductor Manufacturing Co.,
Ltd. 12,287 25,482
Taiwan Semiconductor Manufacturing Co.,
Ltd.
Warrants, expiring 11/22/10(a) 921,384 1,829,869
------------
3,979,732
Software-2.1%
Business Objects SA(a) 9,430 390,889
Infosys Technologies, Ltd. 31,706 2,066,401
LogicaCMG Plc 244,194 789,300
SAP AG(a) 11,569 2,376,424
------------
5,623,014
Miscellaneous-2.9%
Canon, Inc. 44,800 2,695,267
Hoya Corp. 42,000 1,680,041
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 11
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Keyence Corp. 7,400 $ 2,027,168
Tokyo Electron, Ltd. 19,500 1,488,429
------------
7,890,905
------------
23,923,498
Consumer Staples-6.6%
Beverages-2.2%
Companhia de Bebidas das Americas pfd
(ADR) 43,000 1,761,280
Pernod Ricard, SA 7,885 1,469,591
SABMiller Plc. 131,647 2,678,827
------------
5,909,698
Food-1.9%
Groupe Danone 8,720 966,201
Nestle, SA 14,510 4,255,432
------------
5,221,633
Retail - Food & Drug-1.1%
Tesco Plc. 505,785 2,860,887
Tobacco-0.5%
Altadis, SA 34,855 1,450,207
Miscellaneous-0.9%
Punch Taverns Plc. 164,695 2,539,014
------------
17,981,439
Consumer Manufacturing-5.2%
Auto & Related-2.2%
Denso Corp. 42,900 1,507,334
Toyota Motor Corp. 87,400 4,511,857
------------
6,019,191
Building & Related-3.0%
CRH Plc. 125,529 3,902,068
Rinker Group, Ltd. 122,773 1,560,614
Vinci, SA 31,258 2,913,696
------------
8,376,378
------------
14,395,569
Capital Goods-4.0%
Electrical Equipment-2.3%
Atlas Copco AB Cl. A 132,568 3,117,042
Sumitomo Electric Industries, Ltd. 89,400 1,478,303
Yamada Denki Co., Ltd. 13,100 1,686,813
------------
6,282,158
Engineering & Construction-0.3%
Obayashi Corp. 90,000 721,716
Machinery-0.9%
Hitachi Construction Machinery Co., Ltd. 13,200 363,567
Komatsu, Ltd. 112,000 2,061,964
------------
2,425,531
12 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Miscellaneous-0.5%
Nitto Denko Corp. 17,100 $ 1,444,805
------------
10,874,210
Basic Industry-3.4%
Chemicals-0.9%
Hitachi Chemical Co., Ltd. 79,000 2,440,548
Mining & Metals-2.5%
Aluminum Corp. of China, Ltd. Cl. H 2,808,000 2,604,379
BHP Billiton Plc. 83,589 1,552,359
China Shenhua Energy Co., Ltd. Cl. H(a) 2,139,500 2,847,491
------------
7,004,229
------------
9,444,777
Utilities-2.7%
Electric & Gas Utility-0.8%
Datang International Power Generation Co.,
Ltd. Cl. H 2,828,000 2,185,336
Telephone Utility-1.9%
Deutsche Telekom AG(a) 86,171 1,365,270
Telecom Italia SpA 342,490 962,409
Telefonica, SA 118,534 1,808,077
TeliaSonera AB 179,525 1,021,679
------------
5,157,435
------------
7,342,771
Aerospace & Defense-1.5%
Aerospace-1.5%
BAE Systems Plc. 563,706 4,183,919
Multi-Industry-1.4%
Multi-Industry-1.4%
Mitsubishi Corp. 54,200 1,264,125
Mitsui & Co., Ltd. 132,000 1,894,966
Rotork Plc. 64,681 823,170
------------
3,982,261
Transportation-0.5%
Railroad-0.5%
East Japan Railway Co. 195 1,353,652
Total Common Stocks & Other Investments
(cost $193,024,843) 263,947,257
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 13
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
SHORT-TERM INVESTMENT-1.3%
Time Deposit-1.3%
Bank of Montreal
4.45%, 2/01/06
(cost $3,400,000) $3,400 $ 3,400,000
Total Investments-97.6%
(cost $196,424,843) 267,347,257
Other assets less liabilities-2.4% 6,627,101
Net Assets-100% $273,974,358
(a) Non-income producing security.
(b) Security is exempt from registration under Rule 144A of the Securities Act
of 1933. This security is considered liquid and may be resold in transactions
exempt from registration, normally to qualified institutional buyers. At
January 31, 2006, the aggregate market value of this security amounted to
$888,669 or 0.3% of net assets.
Glossary of Terms:
ADR - American Depositary Receipt
GDR - Global Depositary Receipt
Pfd - Preferred Stock
See notes to financial statements.
14 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
STATEMENT OF ASSETS & LIABILITIES
January 31, 2006 (unaudited)
Assets
Investments in securities, at value (cost $196,424,843) $267,347,257
Foreign cash, at value (cost $2,422,474) 2,472,084
Receivable for investment securities sold 5,711,294
Receivable for capital stock sold 755,478
Interest and dividends receivable 377,294
Total assets 276,663,407
Liabilities
Due to custodian 3,472
Payable for capital stock redeemed 1,217,013
Payable for investment securities purchased and foreign
currency contracts 840,870
Printing fee payable 358,090
Distribution fee payable 126,918
Transfer Agent fee payable 43,174
Advisory fee payable 18,295
Accrued expenses and other liabilities 81,217
Total liabilities 2,689,049
Net Assets $273,974,358
Composition of Net Assets
Capital stock, at par $ 22,042
Additional paid-in capital 371,076,917
Accumulated net investment loss (1,871,114)
Accumulated net realized loss on investments
and foreign currency transactions (166,224,000)
Net unrealized appreciation of investments
and foreign currency denominated assets and liabilities 70,970,513
-------------
$273,974,358
Calculation of Maximum Offering Price Per Share
Net Asset Value and:
---------------------------
Shares Offering Redemption
Class Net Assets Outstanding Price Price
- -------------------------------------------------------------------------------
A $110,529,669 8,691,504 $ 13.28* $ 12.72
B $ 88,835,431 7,408,042 $ 11.99 --
C $ 31,103,512 2,594,074 $ 11.99 --
Advisor $ 43,505,746 3,347,988 $ 12.99 $ 12.99
* Represents the maximum offering price per share which includes a sales
charge of 4.25%.
See notes to financial statements.
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 15
STATEMENT OF OPERATIONS
Six Months Ended January 31, 2006 (unaudited)
Investment Income
Dividends (net of foreign taxes withheld
of $75,781) $ 1,426,385
Interest 63,395 $ 1,489,780
Expenses
Advisory fee 936,999
Distribution fee--Class A 148,752
Distribution fee--Class B 420,365
Distribution fee--Class C 144,549
Transfer agency--Class A 161,297
Transfer agency--Class B 154,292
Transfer agency--Class C 49,023
Transfer agency--Advisor Class 61,944
Printing 381,653
Custodian 159,169
Legal 52,757
Administration 45,000
Registration 44,789
Audit 33,217
Directors' fees 11,883
Miscellaneous 15,838
Total expenses 2,821,527
Less: expenses waived and reimbursed
by the Adviser (see Note B) (410,636)
Less: expense offset arrangement
(see Note B) (10,627)
Net expenses 2,400,264
Net investment loss (910,484)
Realized and Unrealized Gain (Loss)
on Investment and Foreign Currency
Transactions
Net realized gain (loss) on:
Investment transactions 17,428,756(a)
Foreign currency transactions (12,185)
Net change in unrealized
appreciation/depreciation of:
Investments 37,202,867
Foreign currency denominated assets
and liabilities 29,853
Net gain on investments 54,649,291
Net Increase in Net Assets from
Operations $ 53,738,807
(a) Net of foreign capital gains taxes of $31,003.
See notes to financial statements.
16 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
STATEMENT OF CHANGES IN NET ASSETS
Six Months Ended Year Ended
January 31, 2006 July 31,
(unaudited) 2005
--------------- ---------------
Increase (Decrease) in Net Assets
from Operations
Net investment loss $ (910,484) $ (537,297)
Net realized gain on investment and
foreign currency transactions 17,416,571 17,627,980
Net change in unrealized
appreciation/depreciation of
investments and foreign currency
denominated assets and liabilities 37,232,720 18,969,421
Net increase in net assets from
operations 53,738,807 36,060,104
Capital Stock Transactions
Net increase (decrease) (16,000,680) 112,921,281
Total increase 37,738,127 148,981,385
Net Assets
Beginning of period 236,236,231 87,254,846
End of period (including accumulated
net investment loss of $(1,871,114)
and $(960,630), respectively) $273,974,358 $236,236,231
See notes to financial statements.
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 17
NOTES TO FINANCIAL STATEMENTS
January 31, 2006 (unaudited)
NOTE A
Significant Accounting Policies
AllianceBernstein International Research Growth Fund, Inc. (the "Fund"), was
incorporated as a Maryland Corporation on November 24, 1997 and is registered
under the Investment Company Act of 1940, as a diversified, open-end management
investment company. The Fund offers Class A, Class B, Class C and Advisor Class
shares. Class A shares are sold with a front-end sales charge of up to 4.25%
for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000
or more, Class A shares redeemed within one year of purchase may be subject to
a contingent deferred sales charge of 1%. Class B shares are currently sold
with a contingent deferred sales charge which declines from 4% to zero
depending on the period of time the shares are held. Class B shares will
automatically convert to Class A shares eight years after the end of the
calendar month of purchase. Class C shares are subject to a contingent deferred
sales charge of 1% on redemptions made within the first year after purchase.
Advisor Class shares are sold without an initial or contingent deferred sales
charge and are not subject to ongoing distribution expenses. All four classes
of shares have identical voting, dividend, liquidation and other rights, except
that each class bears different distribution expenses and has exclusive voting
rights with respect to its distribution plan. The financial statements have
been prepared in conformity with U.S. generally accepted accounting principles,
which require management to make certain estimates and assumptions that affect
the reported amounts of assets and liabilities in the financial statements and
amounts of income and expenses during the reporting period. Actual results
could differ from those estimates. Additional information about some of the
items discussed in these Notes to Financial Statements is contained in the
Fund's Statement of Additional Information, which is available upon request.
The following is a summary of significant accounting policies followed by the
Fund.
1. Security Valuation
Portfolio securities are valued at their current market value determined on the
basis of market quotations or, if market quotations are not readily available
or are deemed unreliable, at "fair value" as determined in accordance with
procedures established by and under the general supervision of the Fund's Board
of Directors.
In general, the market value of securities which are readily available and
deemed reliable are determined as follows. Securities listed on a national
securities exchange or on a foreign securities exchange are valued at the last
sale price at the close of the exchange or foreign securities exchange. If
there has been no sale on such day, the securities are valued at the mean of
the closing bid and asked prices on such day. Securities listed on more than
one exchange are valued by reference to the principal exchange on which the
securities are traded; securities not listed on an exchange but traded on The
NASDAQ Stock Market, Inc. ("NASDAQ") are valued in accordance with the NASDAQ
Official Closing Price; listed put or
18 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
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") (see Note K) 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 19
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 for class
specific expenses which are allocated to the specific class. Realized and
unrealized gains and losses are allocated among the various share classes based
on their relative net assets.
6. Dividends and Distributions
Dividends and distributions to shareholders, if any, are recorded on the
ex-dividend date. Income and capital gains distributions are determined in
accordance with federal tax regulations and may differ from those determined in
accordance with U.S. generally accepted accounting principles. To the extent
these differences are permanent, such amounts are reclassified within the
capital
20 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
accounts based on their federal tax basis treatment; temporary differences do
not require such reclassification.
NOTE B
Advisory Fee and Other Transactions with Affiliates
Under the terms of the investment advisory agreement, the Fund pays the Adviser
an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of
the next $2.5 billion and .60% in excess of $5 billion, of the Fund's average
daily net assets. Prior to September 7, 2004, the Fund paid the Adviser an
advisory fee at an annual rate of 1% 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 six months ended January 31, 2006, such waivers
and reimbursements amounted to $410,636.
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. For a more complete discussion of the
Adviser's settlement with the NYAG, please see "Legal Proceedings" below.
Pursuant to the advisory agreement, the Adviser provides certain legal and
accounting services to the Fund. For the six months ended January 31, 2006,
such fees amounted to $45,000.
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 (see Note K). AGIS may make payments to intermediaries that provide
omnibus account services, sub-accounting services and/or networking services.
Such compensation retained by AGIS amounted to $296,208 for the six months
ended January 31, 2006.
For the six months ended January 31, 2006, the Fund's expenses were reduced by
$10,627 under an expense offset arrangement with AGIS.
AllianceBernstein Investment Research and Management, Inc. (the "Distributor"),
a wholly-owned subsidiary of the Adviser, serves as the distributor of the
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 21
Fund's shares (see Note K). The Distributor has advised the Fund that it has
retained front-end sales charges of $1,852 from the sales of Class A shares and
received $1,703, $23,338 and $1,242 in contingent deferred sales charges
imposed upon redemptions by shareholders of Class A, Class B and Class C
shares, respectively, for the six months ended January 31, 2006.
Brokerage commissions paid on investment transactions for the six months ended
January 31, 2006, amounted to $335,610, 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 $5,106,375 and $1,241,865 for Class B
and Class C shares, respectively; such costs may be recovered from the Fund in
future periods so long as the Agreement is in effect. In accordance with the
Agreement, there is no provision for recovery of unreimbursed distribution
costs incurred by the Distributor beyond the current fiscal year for Class A
shares. The Agreement also provides that the Adviser may use its own resources
to finance the distribution of the Fund's shares.
NOTE D
Investment Transactions
Purchases and sales of investment securities (excluding short-term investments)
for the six months ended January 31, 2006, were as follows:
Purchases Sales
------------ -------------
Investment securities (excluding
U.S. government securities) $96,805,561 $120,672,269
U.S. government securities -0- -0-
22 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
The cost of investments for federal income tax purposes was substantially the
same as the cost for financial reporting purposes. Accordingly, gross
unrealized appreciation and unrealized depreciation (excluding foreign currency
transactions) are as follows:
Gross unrealized appreciation $71,939,967
Gross unrealized depreciation (1,017,553)
Net unrealized appreciation $70,922,414
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 23
shares. Each class consists of 3,000,000,000 authorized shares. Transactions in
capital stock were as follows:
Shares Amount
--------------------------- ------------------------------
Six Months Ended Six Months Ended
January 31, 2006 Year Ended January 31, 2006 Year Ended
(unaudited) July 31, 2005 (unaudited) July 31, 2005
------------ ------------ -------------- -------------
Class A
Shares sold 716,396 1,358,600 $8,066,118 $ 12,941,873
Shares converted
from Class B 181,598 98,793 2,049,753 976,302
Shares issued in
connection with
the acquisitions of
AllianceBernstein
All-Asia Investment
Fund and
AllianceBernstein
New Europe Fund -0- 7,115,439 -0- 52,005,064
Shares redeemed (1,167,591) (2,200,290) (13,094,266) (21,037,077)
Net increase
(decrease) (269,597) 6,372,542 $(2,978,395) $ 44,886,162
Class B
Shares sold 176,633 719,691 $1,900,209 $ 6,674,220
Shares converted
to Class A (190,703) (105,415) (2,049,753) (976,302)
Shares issued in
connection with
the acquisitions of
AllianceBernstein
All-Asia Investment
Fund and
AllianceBernstein
New Europe Fund -0- 5,257,962 -0- 53,423,241
Shares redeemed (1,088,336) (2,105,960) (11,432,815) (19,136,574)
Net increase
(decrease) (1,102,406) 3,766,278 $ (11,582,359) $ 39,984,585
24 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Shares Amount
--------------------------- ------------------------------
Six Months Ended Six Months Ended
January 31, 2006 Year Ended January 31, 2006 Year Ended
(unaudited) July 31, 2005 (unaudited) July 31, 2005
------------ ------------ -------------- -------------
Class C
Shares sold 113,785 335,174 $ 1,209,644 $ 3,101,481
Shares issued in
connection with
the acquisitions of
AllianceBernstein
All-Asia Investment
Fund and
AllianceBernstein
New Europe Fund -0- 1,789,403 -0- 16,860,859
Shares redeemed (394,253) (782,232) (4,138,685) (7,151,721)
Net increase
(decrease) (280,468) 1,342,345 $(2,929,041) $12,810,619
Advisor Class
Shares sold 584,470 1,173,637 $ 6,878,770 $11,554,197
Shares issued in
connection with
the acquisitions of
AllianceBernstein
All-Asia Investment
Fund and
AllianceBernstein
New Europe Fund -0- 1,030,873 -0- 10,035,460
Shares redeemed (459,967) (646,158) (5,389,655) (6,349,742)
Net increase 124,503 1,558,352 $ 1,489,115 $15,239,915
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.
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 25
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 six months ended January 31, 2006.
NOTE H
Components of Accumulated Earnings (Deficit)
The tax character of distributions to be paid for the fiscal year ending July
31, 2006 will be determined at the end of the current fiscal year. 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.
26 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
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.
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
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 27
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.
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 purported class action complaint entitled Hindo, et al.
v. AllianceBernstein Growth & Income Fund, et al. ("Hindo Complaint") was filed
against the Adviser, Alliance Capital Management Holding L.P. ("Alliance
Holding"), Alliance Capital Management Corporation, AXA Financial, Inc., the
AllianceBernstein Funds, certain officers of the Adviser ("Alliance
defendants"),
28 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
and certain other defendants not affiliated with the Adviser, as well as
unnamed Doe defendants. 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 Funds. The Hindo Complaint alleges that certain of
the Alliance 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
generally similar to those in the Hindo Complaint were filed in various federal
and state courts against the Adviser and certain other defendants, and others
may be filed. The plaintiffs in such lawsuits have asserted a variety of
theories for recovery including, but not limited to, violations of the
Securities Act, the Exchange Act, the Advisers Act, the Investment Company Act,
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
certain state securities laws and common law. All state court actions against
the Adviser either were voluntarily dismissed or removed to federal court. On
February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred
all federal actions to the United States District Court for the District of
Maryland (the "Mutual Fund MDL"). All of the actions removed to federal court
were also transferred to the Mutual Fund MDL. The plaintiffs in the removed
actions have since moved for remand, and that motion is pending.
On September 29, 2004, plaintiffs filed consolidated amended complaints with
respect to four claim types: mutual fund shareholder claims; mutual fund
derivative claims; derivative claims brought on behalf of Alliance Holding; and
claims brought under ERISA by participants in the Profit Sharing Plan for
Employees of the Adviser. All four complaints include substantially identical
factual allegations, which appear to be based in large part on the SEC Order
and the NYAG Order. The claims in the mutual fund derivative consolidated
amended complaint are generally based on the theory that all fund advisory
agreements, distribution agreements and 12b-1 plans between the Adviser and the
AllianceBernstein Funds should be invalidated, regardless of whether market
timing occurred in each individual fund, because each was approved by fund
trustees on the basis of materially misleading information with respect to the
level of market timing permitted in funds managed by the Adviser. The claims
asserted in the other three consolidated amended complaints are similar to
those that the respective plaintiffs asserted in their previous federal
lawsuits. All of these lawsuits seek an unspecified amount of damages. The
Alliance defendants have moved to dismiss the complaints, and those motions are
pending.
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 29
On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the
Office of the Attorney General of the State of West Virginia and (ii) a request
for information from West Virginia's Office of the State Auditor, Securities
Commission (the "West Virginia Securities Commission") (together, the
"Information Requests"). Both Information Requests require the Adviser to
produce documents concerning, among other things, any market timing or late
trading in the Adviser's sponsored mutual funds. The Adviser responded to the
Information Requests and has been cooperating fully with the investigation.
On April 11, 2005, a complaint entitled The Attorney General of the State of
West Virginia v. AIM Advisors, Inc., et al. ("WVAG Complaint") was filed
against the Adviser, Alliance Holding, and various other defendants not
affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court
of Marshall County, West Virginia by the Attorney General of the State of West
Virginia. The WVAG Complaint makes factual allegations generally similar to
those in the Hindo Complaint. On May 31, 2005, defendants removed the WVAG
Complaint to the United States District Court for the Northern District of West
Virginia. On July 12, 2005, plaintiff moved to remand. On October 19, 2005, the
WVAG Complaint was transferred to the Mutual Fund MDL.
On August 30, 2005, the deputy commissioner of securities of the West Virginia
Securities Commission signed a "Summary Order to Cease and Desist, and Notice
of Right to Hearing" addressed to the Adviser and Alliance Holding. The Summary
Order claims that the Adviser and Alliance Holding violated the West Virginia
Uniform Securities Act, and makes factual allegations generally similar to
those in the Commission Order and the NYAGOrder. On January 26, 2006, the
Adviser, Alliance Holding, and various unaffiliated defendants filed a Petition
for Writ of Prohibition and Order Suspending Proceedings in West Virginia state
court seeking to vacate the Summary Order and for other relief. The Adviser
intends to vigorously defend against the allegations in the WVAG Complaint.
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 Holding, 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)
30 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
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, nine additional lawsuits making factual allegations
substantially similar to those in the Aucoin Complaint were filed against the
Adviser and certain other defendants. All nine of the lawsuits (i) were brought
as class actions filed in the United States District Court for the Southern
District of New York, (ii) assert claims substantially identical to the Aucoin
Complaint, and (iii) are brought on behalf of shareholders of the Funds.
On February 2, 2005, plaintiffs filed a consolidated amended class action
complaint ("Aucoin Consolidated Amended Complaint") that asserts claims
substantially similar to the Aucoin Complaint and the nine additional lawsuits
referenced above. On October 19, 2005, the District Court dismissed each of the
claims set forth in the Aucoin Consolidated Amended Complaint, except for
plaintiff's claim under Section 36(b) of the Investment Company Act. On January
11, 2006, the District Court granted defendants' motion for reconsideration and
dismissed the remaining Section 36(b) claim. Plaintiffs have moved for leave to
amend their consolidated complaint.
It is possible that these matters and/or other developments resulting from
these matters could result in increased redemptions of the AllianceBernstein
Mutual Funds' shares or other adverse consequences to the AllianceBernstein
Mutual Funds. 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. 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 AllianceBernstein Mutual Funds.
NOTE K
Subsequent Event
Effective February 24, 2006, the names of Alliance Capital Management L.P.,
AllianceBernstein Investment Research and Management, Inc. and Alliance Global
Investor Services, Inc. were changed to AllianceBernstein L.P.,
AllianceBernstein Investments, Inc. and AllianceBernstein Investor Services,
Inc., respectively.
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 31
FINANCIAL HIGHLIGHTS
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class A
-----------------------------------------------------------------------------------------------------
Six Months
Ended December 1,
January 31, Year Ended July 31, 2002 to Year Ended November 30,
2006 ------------------------- July 31, ---------------------------------
(unaudited) 2005 2004 2003(a) 2002 2001 2000
-----------------------------------------------------------------------------------------------------
Net asset value,
beginning of period $10.26 $8.50 $7.54 $7.31 $8.36 $10.50 $13.22
Income From Investment
Operations
Net investment loss(b) (.03)(c) (.03)(c) (.07)(c)(d) (.03)(c) (.09) (.10) (.14)
Net realized and
unrealized gain
(loss) on
investment and
foreign currency
transactions 2.49 1.79 1.03 .26 (.96) (2.04) (2.14)
Net increase (decrease)
in net asset value
from operations 2.46 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- -0- (.44)
Total distributions -0- -0- -0- -0- -0- -0- (.44)
Net asset value,
end of period $12.72 $10.26 $8.50 $7.54 $7.31 $8.36 $10.50
Total Return
Total investment
return based on
net asset value(e) 23.98% 20.71% 12.73% 3.15% (12.56)% (20.38)% (17.88)%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $110,530 $91,949 $22,001 $23,851 $27,456 $40,555 $60,330
Ratio to average net
assets of:
Expenses, net of
waivers/
reimbursements 1.65%(f)(g) 1.94%(h) 2.23% 2.50%(g) 2.47% 2.17% 1.95%
Expenses, before
waivers/
reimbursements 1.96%(f)(g) 2.09% 2.46% 2.99%(g) 2.47% 2.17% 1.95%
Net investment loss (.46)%(c)(f)(g) (.29)%(c) (.81)%(c)(d) (.68)%(c)(g) (1.17)% (1.06)% (1.07)%
Portfolio turnover rate 40% 136% 84% 56% 75% 171% 111%
See footnote summary on page 36.
32 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class B
--------------------------------------------------------------------------------------------------------
Six Months
Ended December 1,
January 31, Year Ended July 31, 2002 to Year Ended November 30,
2006 ------------------------- July 31, -------------------------------------
(unaudited) 2005 2004 2003(a) 2002 2001 2000
--------------------------------------------------------------------------------------------------------
Net asset value,
beginning of period $9.71 $8.10 $7.25 $7.06 $8.12 $10.29 $13.05
Income From Investment
Operations
Net investment loss(b) (.06)(c) (.09)(c) (.13)(c)(d) (.06)(c) (.14)(c) (.17) (.23)
Net realized and
unrealized gain
(loss) on
investment and
foreign currency
transactions 2.34 1.70 .98 .25 (.92) (2.00) (2.09)
Net increase (decrease)
in net asset value
from operations 2.28 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- -0- (.44)
Total distributions -0- -0- -0- -0- -0- -0- (.44)
Net asset value,
end of period $11.99 $9.71 $8.10 $7.25 $7.06 $8.12 $10.29
Total Return
Total investment
return based on
net asset value(e) 23.48% 19.88% 11.72% 2.69% (13.05)% (21.09)% (18.44)%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $88,835 $82,622 $38,430 $45,815 $52,744 $80,353 $122,503
Ratio to average net
assets of:
Expenses, net of
waivers/
reimbursements 2.35%(f)(g) 2.76%(h) 2.99% 3.20%(g) 3.20% 2.92% 2.67%
Expenses, before
waivers/
reimbursements 2.70%(f)(g) 2.92% 3.26% 3.79%(g) 3.25% 2.92% 2.67%
Net investment loss (1.15)%(c)(f)(g) (1.01)%(c) (1.57)%(c)(d) (1.38)%(c)(g) (1.88)%(c) (1.84)% (1.79)%
Portfolio turnover rate 40% 136% 84% 56% 75% 171% 111%
See footnote summary on page 36.
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 33
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class C
--------------------------------------------------------------------------------------------------------
Six Months
Ended December 1,
January 31, Year Ended July 31, 2002 to Year Ended November 30,
2006 -------------------------- July 31, ------------------------------------
(unaudited) 2005 2004 2003(a) 2002 2001 2000
--------------------------------------------------------------------------------------------------------
Net asset value,
beginning of period $9.71 $8.10 $7.25 $7.06 $8.13 $10.29 $13.05
Income From Investment
Operations
Net investment loss(b) (.06)(c) (.08)(c) (.13)(c)(d) (.06)(c) (.14)(c) (.16) (.23)
Net realized and
unrealized gain
(loss) on
investment and
foreign currency
transactions 2.34 1.69 .98 .25 (.93) (2.00) (2.09)
Net increase (decrease)
in net asset value
from operations 2.28 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- -0- (.44)
Total distributions -0- -0- -0- -0- -0- -0- (.44)
Net asset value,
end of period $11.99 $9.71 $8.10 $7.25 $7.06 $8.13 $10.29
Total Return
Total investment
return based on
net asset value(e) 23.48% 19.88% 11.72% 2.69% (13.16)% (20.99)% (18.44)%
Ratios/Supplemental
Data
Net assets, end of period
(000's omitted) $31,103 $27,911 $12,417 $15,257 $17,942 $28,990 $46,894
Ratio to average net
assets of:
Expenses, net of
waivers/
reimbursements 2.35%(f)(g) 2.70%(h) 2.97% 3.20%(g) 3.20% 2.88% 2.66%
Expenses, before
waivers/
reimbursements 2.68%(f)(g) 2.86% 3.21% 3.73%(g) 3.20% 2.88% 2.66%
Net investment loss (1.16)%(c)(f)(g) (.96)%(c) (1.54)%(c)(d) (1.37)%(c)(g) (1.90)%(c) (1.80)% (1.79)%
Portfolio turnover rate 40% 136% 84% 56% 75% 171% 111%
See footnote summary on page 36.
34 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Advisor Class
----------------------------------------------------------------------------------------------------
Six Months
Ended December 1,
January 31, Year Ended July 31, 2002 to Year Ended November 30,
2006 -------------------------- July 31, ---------------------------------
(unaudited) 2005 2004 2003(a) 2002 2001 2000
----------------------------------------------------------------------------------------------------
Net asset value,
beginning of period $10.47 $8.65 $7.66 $7.41 $8.44 $10.58 $13.27
Income From Investment
Operations
Net investment
income (loss)(b) (.01)(c) .03(c) (.03)(c)(d) (.01)(c) (.07) (.07) (.09)
Net realized and
unrealized gain
(loss) on
investment and
foreign currency
transactions 2.53 1.79 1.02 .26 (.96) (2.07) (2.16)
Net increase (decrease)
in net asset value
from operations 2.52 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- -0- (.44)
Total distributions -0- -0- -0- -0- -0- -0- (.44)
Net asset value,
end of period $12.99 $10.47 $8.65 $7.66 $7.41 $8.44 $10.58
Total Return
Total investment
return based on
net asset value(e) 24.07% 21.04% 12.92% 3.37% (12.20)% (20.23)% (17.57)%
Ratios/Supplemental
Data
Net assets, end of period
(000's omitted) $43,506 $33,754 $14,407 $12,629 $11,437 $14,116 $18,800
Ratio to average net
assets of:
Expenses, net of
waivers/
reimbursements 1.35%(f)(g) 1.67%(h) 1.90% 2.20%(g) 2.18% 1.86% 1.61%
Expenses, before
waivers/
reimbursements 1.66%(f)(g) 1.85% 2.13% 2.70%(g) 2.18% 1.86% 1.61%
Net investment
income (loss) (.16)%(c)(f)(g) .30%(c) (.37)%(c)(d) (.32)%(c)(g) (.85)% (.78)% (.68)%
Portfolio turnover rate 40% 136% 84% 56% 75% 171% 111%
See footnote summary on page 36.
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 35
(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) The ratio includes expenses attributable to estimated costs of proxy
solicitation.
(g) Annualized.
(h) 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%
36 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
RESULTS OF SHAREHOLDERS MEETING
(unaudited)
The Annual Meeting of Stockholders of AllianceBernstein International Research
Growth Fund (the "Fund") was held on November 15, 2005 and adjourned until
December 6, 2005, December 19, 2005, December 21, 2005 and December 22, 2005.
At the November 15, 2005 Meeting, with respect to the first item of business,
the election of Directors, the required number of outstanding shares were voted
in favor of the proposal, and the proposal was approved. At the December 6,
2005 Meeting, the required number of outstanding shares voted in favor of the
third item of business, the amendment, elimination or reclassification as
non-fundamental of certain investment restrictions, and the proposal was
approved. With respect to the second item of business, the amendment and
restatement of the Fund's charter, an insufficient number of required
outstanding shares voted in favor of the proposal and therefore the proposal
was not approved. A description of each proposal and number of shares voted at
the Meetings are as follows (the proposal numbers shown below correspond to the
proposal numbers in the Fund's proxy statement):
1. The election of the Directors, each such Director to serve a term of an
indefinite duration and until his or her successor is duly elected and
qualifies.
Withheld
Voted For Authority
-------------------------------
Ruth Block 14,635,723 575,089
David H. Dievler 14,635,956 574,855
John H. Dobkin 14,626,886 583,925
Michael J. Downey 14,643,088 567,724
William H. Foulk, Jr. 14,625,399 585,413
D. James Guzy 14,583,819 626,993
Marc O. Mayer 14,622,968 587,843
Marshall C. Turner, Jr. 14,642,941 567,871
Voted Broker
Voted For Against Abstained Non-Votes
--------------------------------------------------
2 The amendment and
restatement of the
Charter. 11,176,637 437,501 434,755 0
3. The amendment, elimination, or reclassification as non-fundamental,
of the fundamental investment restrictions regarding:
Voted Broker
Voted For Against Abstained Non-Votes
---------------------------------------------------
3.A. Diversification 10,505,496 610,457 209,742 3,383,905
3.C. Underwriting Securities 10,541,678 577,108 206,909 3,383,905
3.G. Loans 10,477,821 618,175 229,698 3,383,905
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 37
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)
D. James Guzy(1)
Marshall C. Turner, Jr.(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
Isabel Buccellati, Vice President
William Johnston, Vice President
Siobhan McManus, 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
Emilie D. Wrapp, 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 Investments, Inc.
1345 Avenue of the Americas
New York, NY 10105
Transfer Agent
AllianceBernstein Investor Services, Inc.
P.O. Box 786003
San Antonio, TX 76278-6003
Toll-Free (800) 221-5672
IndependentRegistered 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.
38 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
ALLIANCEBERNSTEIN FAMILY OF FUNDS
- -------------------------------
Wealth Strategies Funds
- -------------------------------
Balanced Wealth Strategy
Wealth Appreciation Strategy
Wealth Preservation Strategy
Tax-Managed Balanced Wealth Strategy
Tax-Managed Wealth Appreciation Strategy
Tax-Managed Wealth Preservation Strategy
- -------------------------------
Blended Style Funds
- -------------------------------
U.S. Large Cap Portfolio
International Portfolio
Tax-Managed International Portfolio
- -------------------------------
Growth Funds
- -------------------------------
Domestic
Growth Fund
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
- -------------------------------
Global Government Income Trust*
Corporate Bond Portfolio
Emerging Market Debt Fund
Global Strategic Income Trust
High Yield Fund
Multi-Market Strategy Trust
Intermediate Bond Portfolio*
Short Duration Portfolio
U.S. Government Portfolio
- -------------------------------
Municipal Bond Funds
- -------------------------------
National Michigan
Insured National Minnesota
Arizona New Jersey
California New York
Insured California Ohio
Florida Pennsylvania
Massachusetts 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
- -------------------------------
Retirement Strategies Funds
- -------------------------------
2000 Retirement Strategy
2005 Retirement Strategy
2010 Retirement Strategy
2015 Retirement Strategy
2020 Retirement Strategy
2025 Retirement Strategy
2030 Retirement Strategy
2035 Retirement Strategy
2040 Retirement Strategy
2045 Retirement Strategy
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 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 GrowthFund. On July 8, 2005, New Europe Fund
merged into International Research Growth Fund. Prior to February 1, 2006,
Global Government Income Trust was named Americas Government Income Trust and
Intermediate Bond Portfolio was named Quality Bond Portfolio.
** An investment in the Fund is not a deposit in a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. Although the Fund seeks to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in the Fund.
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 39
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.
40 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
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.
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 41
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.
42 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
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.
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 43
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-1Fee
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.
44 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
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.
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 45
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
46 o ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
NOTES
ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND o 47
NOTES
48 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
INVESTMENTS
IRG-0152-0106
ITEM 2. CODE OF ETHICS.
Not applicable when filing a semi-annual report to shareholders.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable when filing a semi-annual report to shareholders.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable when filing a semi-annual report to shareholders.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to the registrant.
ITEM 6. SCHEDULE OF INVESTMENTS.
Please see Schedule of Investments contained in the Report to Shareholders
included under Item 1 of this Form N-CSR.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable to the registrant.
ITEM 8. 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 changes in the registrant's internal controls over financial
reporting that occurred during the second fiscal quarter of the period that has
materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.
ITEM 12. EXHIBITS.
The following exhibits are attached to this Form N-CSR:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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: March 31, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ Marc O. Mayer
------------------------
Marc O. Mayer
President
Date: March 31, 2006
By: /s/ Mark D. Gersten
------------------------
Mark D. Gersten
Treasurer and Chief Financial Officer
Date: March 31, 2006