N-CSRS 1 edg10103_sr.txt 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: 811-10221 AllianceBernstein Trust (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: November 30, 2004 Date of reporting period: May 31, 2004 ITEM 1. REPORTS TO STOCKHOLDERS. ------------------------------------------------------------------------------- International Value ------------------------------------------------------------------------------- [LOGO] AllianceBernstein (SM) Investment Research and Management AllianceBernstein International Value Fund Semi-Annual Report -- May 31, 2004 Investment Products Offered --------------------------- o Are Not FDIC Insured o May Lose Value o Are Not Bank Guaranteed --------------------------- The investment return and principal value of an investment in the Fund will fluctuate as the prices of the individual securities in which it invests fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. You should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For a free copy of the Fund's prospectus, which contains this and other information, visit our web site at www.alliancebernstein.com or call your financial advisor or Alliance at (800) 227-4618. Please read the prospectus carefully before you invest. You may obtain performance information current to the most recent month-end by visiting www.alliancebernstein.com (click on Investors/ Products & Services/ Mutual Funds). This shareholder report must be preceded or accompanied by the Fund's prospectus for individuals who are not current shareholders of the Fund. You may obtain a description of the Fund's proxy voting policies and procedures, without charge, upon request by visiting Alliance Capital's web site at www.alliancebernstein.com (click on Investors, then the "proxy voting policies and procedures" link on the left side of the page), or by going to the Securities and Exchange Commission's web site at www.sec.gov, or by calling Alliance Capital at (800) 227-4618. AllianceBernstein Investment Research and Management, Inc., is an affiliate of Alliance Capital Management L.P., the manager of the funds, and is a member of the NASD. July 14, 2004 Semi-Annual Report This report provides management's discussion of fund performance for AllianceBernstein International Value Fund (the "Fund") for the semi-annual reporting period ended May 31, 2004. Investment Objective and Policies This open-end fund seeks long-term growth of capital. The Fund will invest primarily in a diversified portfolio of non-U.S. equity securities, emphasizing investment in companies determined by Alliance to be undervalued, using the fundamental value approach of Alliance's Bernstein unit ("Bernstein"). In selecting securities for the Fund's portfolio, Bernstein uses its fundamental research to identify companies whose long-term earnings power is not reflected in the current market price of their securities. In order to hedge a portion of its currency risk, the Fund may from time to time invest in currency futures contracts or currency forward contracts. Investment Results The following table provides performance for the Fund and its benchmark, the Morgan Stanley Capital International (MSCI) Europe, Australasia and Far East (EAFE) Index, for the six- and 12-month periods ended May 31, 2004. INVESTMENT RESULTS* Periods Ended May 31, 2004 --------------------------------- Returns --------------------------------- 6 Months 12 Months -------------- -------------- AllianceBernstein International Value Fund Class A 9.26% 30.66% ------------------------------------------------------------ Class B 8.83% 29.59% ------------------------------------------------------------ Class C 8.83% 29.71% ------------------------------------------------------------ MSCI EAFE Index 10.45% 33.00% ------------------------------------------------------------ * The Fund's investment results are for the periods shown and are based on the net asset value (NAV) of each class of shares as of May 31, 2004. Performance assumes reinvestment of distributions and does not account for taxes. All fees and expenses related to the operation of the fund have been deducted, but no adjustment has been made for sales charges that may apply when shares are purchased or redeemed. Returns for Advisor Class and Class R shares will vary due to different expenses associated with these classes. During the reporting period, the Advisor waived a portion of its advisory fee or reimbursed the Fund for a portion of its expenses to the extent necessary to limit the Fund's expenses to 1.20% for Class A, 1.90% for Class B, 1.90% for Class C, 1.40% for Class R and 0.90% for Advisor _______________________________________________________________________________ ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND o 1 Class. This waiver extends through the Fund's current fiscal year and may be extended by the Advisor for additional one-year terms. Without the waiver, the Fund's expenses would have been higher and its performance would have been lower than that shown above. Past performance is no guarantee of future results. The unmanaged Morgan Stanley Capital International (MSCI) Europe, Australasia and Far East (EAFE) Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Index is a market capitalization weighted index that measures stock performance in 21 countries in Europe, Australasia and the Far East. Investors cannot invest directly in an index, and its results are not indicative of any specific investment, including AllianceBernstein International Value Fund. Additional investment results appear on pages 5-7. For the six-month period ended May 31, 2004, the Fund modestly lagged its benchmark, the MSCI EAFE Index. Security and sector selection contributed to the Fund's relative performance, while changes in currency values detracted from returns. In terms of sector selection, the Fund benefited from an underweight position in the technology sector, which lagged the broad market during this period, and from an overweight position of energy, which outperformed. The Fund was held back by an underweight position in the utilities sector, which also outperformed. In terms of security selection, a poor performance among consumer staples holdings was more than made up for by the strong return of the Fund's holdings in the finance and energy sectors. However, the greatest impact on performance came from exposures to foreign currencies. The Fund had a position greater than that of the benchmark in the Canadian dollar, which lost value relative to the U.S. dollar, and a smaller-than-benchmark position in the British pound, which gained value. Both of these positions detracted from the Fund's relative return. For the 12-month period ended May 31, 2004, the Fund lagged its bench- _______________________________________________________________________________ 2 o ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND mark somewhat more than in the six-month period. Sector selection contributed positively to the Fund's performance, especially overweighting capital equipment stocks and underweighting the telecommunications sector. However, stock selection and currency positions detracted from the Fund's performance. Strong showings among energy and finance stocks were overshadowed by disappointing returns from a few key consumer staple and industrial commodities holdings. The Fund's exposures to the Canadian dollar and the British pound also detracted, as they did during the six-month period under review. Market Review and Investment Strategy The last year has seen a remarkable rise in international equity markets after they had fallen to multi-year lows in March 2003. As the worries that had dominated markets over the previous years faded--the unwinding of the technology bubble, the slowdown of world economies, corporate malfeasance scandals and geopolitical fears--investors regained an appetite for risk. The effects of a very accommodative monetary policy, as well as, in some countries, strong fiscal stimulus, resulted in a pick-up in global economic activity and a strong rebound in corporate earnings. Market returns in the first half of the last year were dominated by cyclical sectors: capital equipment, construction and housing, industrial commodities and technology all led the market up, while more defensive sectors, such as consumer staples and medical, lagged. In the last six months, this pattern shifted somewhat. Capital equipment and construction and housing continued to outperform the broad market, but technology stocks fell behind. The energy sector also outperformed the market as growing demand pushed oil and natural gas prices to multi-year highs, and many energy companies recorded large profits. Our view that a robust economic recovery is underway has led us to overweight the capital equipment, energy and construction and housing sectors within the Fund. The Fund is underweight in consumer cyclicals, utilities and consumer staples, where we find the return prospects less compelling. _______________________________________________________________________________ ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND o 3 Portfolio Summary ------------------------------------------------------------------------------- PORTFOLIO SUMMARY May 31, 2004 (unaudited) INCEPTION DATES Class A Shares 3/29/01 Class B Shares 3/29/01 Class C Shares 3/29/01 PORTFOLIO STATISTICS Net Assets ($mil): $1,276.1 SECTOR BREAKDOWN* 28.3% Finance 14.1% Capital Equipment 12.4% Industrial Commodities 11.3% Energy 8.9% Construction & Housing [PIE CHART OMITTED] 7.5% Technology/Electronics 5.5% Medical 4.1% Telecommunications 3.0% Consumer Cyclical 2.3% Consumer Staples 0.8% Transportation 1.8% Short-Term * The Fund's sector breakdown is expressed as a percentage of total investments and may vary over time. ------------------------------------------------------------------------------- 4 o ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND Investment Results ------------------------------------------------------------------------------- INVESTMENT RESULTS CLASS A SHARE AVERAGE ANNUAL RETURNS AS OF MAY 31, 2004 ------------------------------------------------------------------------------- NAV Returns SEC Returns 1 Year 30.66% 25.06% Since Inception* 11.58% 10.07% SEC AVERAGE ANNUAL RETURNS (WITH SALES CHARGES) AS OF THE MOST RECENT QUARTER-END (JUNE 30, 2004) ------------------------------------------------------------------------------- 1 Year 23.78% Since Inception* 10.41% The performance shown above represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.alliancebernstein.com (click on Investors/Products & Services/Mutual Funds). Returns are for Class A shares and 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 4.25% maximum front-end sales charge for Class A shares. Performance assumes reinvestment of distributions and does not account for taxes. The investment return and principal value of an investment in the Fund will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. You should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For a free copy of the Fund's prospectus, which contains this and other information, visit our web site at www.alliancebernstein.com or call your financial advisor or Alliance at (800) 227-4618. Please read the prospectus carefully before you invest. A Word About Risk: Value investing does not guarantee a profit or eliminate risk. Not all companies whose stocks are considered to be "value" stocks are able to turn their business around or successfully employ corrective strategies, which would result in stock prices that do not rise as initially expected. Substantially all of the Fund's assets will be invested in foreign securities which may magnify fluctuations due to changes in foreign exchange rates and the possibility of substantial volatility due to political and economic uncertainties in foreign countries. Because the Fund may invest in emerging markets and in developing countries, an investment also has the risk that market changes or other factors affecting emerging markets and developing countries, including political instability and unpredictable economic conditions, may have a significant effect on the Fund's net asset value. While the Fund invests principally in common stocks and other equity securities, in order to achieve its investment objectives, the Fund may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. These risks are fully discussed in the prospectus. * Inception Date: 3/29/01. _______________________________________________________________________________ ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND o 5 Investment Results ------------------------------------------------------------------------------- INVESTMENT RESULTS CLASS B SHARE AVERAGE ANNUAL RETURNS AS OF MAY 31, 2004 ------------------------------------------------------------------------------- NAV Returns SEC Returns 1 Year 29.59% 25.59% Since Inception* 10.90% 10.65% SEC AVERAGE ANNUAL RETURNS (WITH SALES CHARGES) AS OF THE MOST RECENT QUARTER-END (JUNE 30, 2004) ------------------------------------------------------------------------------- 1 Year 24.36% Since Inception* 10.96% The performance shown above represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.alliancebernstein.com (click on Investors/Products & Services/Mutual Funds). Returns are for Class B shares and 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 contingent deferred sales charge for Class B shares (4% year 1, 3% year 2, 2% year 3, 1% year 4). Performance assumes reinvestment of distributions and does not account for taxes. The investment return and principal value of an investment in the Fund will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. You should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For a free copy of the Fund's prospectus, which contains this and other information, visit our web site at www.alliancebernstein.com or call your financial advisor or Alliance at (800) 227-4618. Please read the prospectus carefully before you invest. A Word About Risk: Value investing does not guarantee a profit or eliminate risk. Not all companies whose stocks are considered to be "value" stocks are able to turn their business around or successfully employ corrective strategies, which would result in stock prices that do not rise as initially expected. Substantially all of the Fund's assets will be invested in foreign securities which may magnify fluctuations due to changes in foreign exchange rates and the possibility of substantial volatility due to political and economic uncertainties in foreign countries. Because the Fund may invest in emerging markets and in developing countries, an investment also has the risk that market changes or other factors affecting emerging markets and developing countries, including political instability and unpredictable economic conditions, may have a significant effect on the Fund's net asset value. While the Fund invests principally in common stocks and other equity securities, in order to achieve its investment objectives, the Fund may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. These risks are fully discussed in the prospectus. * Inception Date: 3/29/01. _______________________________________________________________________________ 6 o ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND Investment Results ------------------------------------------------------------------------------- INVESTMENT RESULTS CLASS C SHARE AVERAGE ANNUAL RETURNS AS OF MAY 31, 2004 ------------------------------------------------------------------------------- NAV Returns SEC Returns 1 Year 29.71% 28.71% Since Inception* 10.90% 10.90% SEC AVERAGE ANNUAL RETURNS (WITH SALES CHARGES) AS OF THE MOST RECENT QUARTER-END (JUNE 30, 2004) ------------------------------------------------------------------------------- 1 Year 27.36% Since Inception* 11.20% The performance shown above represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.alliancebernstein.com (click on Investors/Products & Services/Mutual Funds). Returns are for Class C shares and 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 contingent deferred sales charge for Class C shares (1% year 1). Performance assumes reinvestment of distributions and does not account for taxes. The investment return and principal value of an investment in the Fund will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. You should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For a free copy of the Fund's prospectus, which contains this and other information, visit our web site at www.alliancebernstein.com or call your financial advisor or Alliance at (800) 227-4618. Please read the prospectus carefully before you invest. A Word About Risk: Value investing does not guarantee a profit or eliminate risk. Not all companies whose stocks are considered to be "value" stocks are able to turn their business around or successfully employ corrective strategies, which would result in stock prices that do not rise as initially expected. Substantially all of the Fund's assets will be invested in foreign securities which may magnify fluctuations due to changes in foreign exchange rates and the possibility of substantial volatility due to political and economic uncertainties in foreign countries. Because the Fund may invest in emerging markets and in developing countries, an investment also has the risk that market changes or other factors affecting emerging markets and developing countries, including political instability and unpredictable economic conditions, may have a significant effect on the Fund's net asset value. While the Fund invests principally in common stocks and other equity securities, in order to achieve its investment objectives, the Fund may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. These risks are fully discussed in the prospectus. * Inception Date: 3/29/01. _______________________________________________________________________________ ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND o 7 Ten Largest Holdings ------------------------------------------------------------------------------- TEN LARGEST HOLDINGS May 31, 2004 (unaudited) Percent of Company U.S. $ Value Net Assets _______________________________________________________________________________ Canon, Inc. $ 44,013,430 3.4% ------------------------------------------------------------------------------- GlaxoSmithKline Plc 40,296,034 3.2 ------------------------------------------------------------------------------- Nissan Motor Co., Ltd. 38,547,706 3.0 ------------------------------------------------------------------------------- Arcelor 37,775,049 3.0 ------------------------------------------------------------------------------- Continental AG 36,437,302 2.9 ------------------------------------------------------------------------------- Assurances Generales de France 36,270,980 2.8 ------------------------------------------------------------------------------- Sumitomo Mitsui Financial Group, Inc. 34,998,775 2.7 ------------------------------------------------------------------------------- ENI SpA 34,502,841 2.7 ------------------------------------------------------------------------------- Bank of Nova Scotia 33,490,243 2.6 ------------------------------------------------------------------------------- Honda Motor Co., Ltd. 32,882,247 2.6 ------------------------------------------------------------------------------- $ 369,214,607 28.9% _______________________________________________________________________________ 8 o ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND Portfolio of Investments ------------------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS May 31, 2004 (unaudited) Company Shares U.S. $ Value ------------------------------------------------------------------------------- COMMON STOCKS-96.6% Australia-0.5% Qantas Airways, Ltd. 2,436,499 $ 5,969,124 -------------- Belgium-1.2% Delhaize Group 322,200 15,339,202 -------------- Brazil-2.1% Petroleo Brasileiro, SA (ADR) 789,400 18,187,776 Votorantim Celulose e Papel, SA (ADR) 275,000 8,596,500 -------------- 26,784,276 -------------- Canada-5.8% Bank of Nova Scotia 1,354,175 33,490,243 Magna International, Inc. Cl.A 179,242 14,339,885 Manulife Financial Corp. 689,900 26,804,485 -------------- 74,634,613 -------------- China-0.6% China Petroleum & Chemical Corp. 19,928,000 7,478,657 -------------- France-15.0% Arcelor 2,252,100 37,775,049 Assurances Generales de France 598,230 36,270,980 Aventis, SA 340,800 27,041,176 BNP Paribas, SA 298,900 18,257,561 Compagnie de Saint-Gobain 457,440 23,051,804 Credit Agricole, SA 518,000 12,738,561 France Telecom, SA(a) 343,200 8,255,432 PSA Peugeot Citroen 164,430 9,286,494 Societe Generale 226,775 19,226,555 -------------- 191,903,612 -------------- Germany-7.3% AMB Generale 58,600 4,291,742 Continental AG 811,600 36,437,302 Hannover Rueckversicherungs-AG 298,200 10,072,786 Heidelberger Zement AG 241,332 10,646,068 MAN AG 463,800 17,151,021 Volkswagen AG 340,800 14,871,606 -------------- 93,470,525 -------------- Hungary-1.4% MOL Magyar Olaj-es Gazipari Rt. 287,100 11,027,802 MOL Magyar Olaj-es Gazipari Rt. (GDR)(b) 167,330 6,316,708 -------------- 17,344,510 -------------- Ireland-1.0% Depfa Bank Plc 840,000 12,570,779 -------------- Israel-0.8% Bank Hapoalim, Ltd. 4,151,378 10,648,989 -------------- _______________________________________________________________________________ ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND o 9 Portfolio of Investments ------------------------------------------------------------------------------- Company Shares U.S. $ Value ------------------------------------------------------------------------------- Italy-2.7% ENI SpA 1,692,200 $ 34,502,841 -------------- Japan-18.3% Canon, Inc. 890,000 44,013,430 Honda Motor Co., Ltd. 761,300 32,882,247 JFE Holdings, Inc. 885,000 19,192,868 Nippon Meat Packers, Inc. 953,000 10,402,967 Nissan Motor Co., Ltd. 3,810,000 38,547,706 Promise Co., Ltd. 392,850 25,879,869 Sumitomo Mitsui Financial Group, Inc. 4,870 34,998,775 UFJ Holdings, Inc.(a) 5,490 27,598,204 -------------- 233,516,066 -------------- Mexico-1.5% Cemex SA de CV (ADR) 640,016 18,778,069 -------------- Netherlands-1.8% DSM NV 470,275 23,244,735 -------------- Singapore-3.1% Flextronics International, Ltd.(a) 710,000 12,467,600 Singapore Airlines, Ltd. 695,200 4,296,789 Singapore Telecommunications, Ltd. 17,690,000 22,804,309 -------------- 39,568,698 -------------- South Korea-4.7% Hyundai Motor Co. 343,000 13,166,252 Kookmin Bank(a) 307,500 10,694,504 POSCO 177,200 21,912,237 Shinhan Financial Group Co., Ltd. 879,700 14,239,884 -------------- 60,012,877 -------------- Spain-3.1% ACS, Actividades de Construccion y Servicios, SA 283,173 13,834,073 Repsol YPF, SA 1,190,000 25,237,336 -------------- 39,071,409 -------------- Sweden-2.1% Svenska Cellulosa AB Series B 688,800 26,674,381 -------------- Switzerland-1.9% Credit Suisse Group(a) 722,000 24,800,207 -------------- Taiwan-2.9% Compal Electronics, Inc.(b) 4,067,667 24,812,769 Taiwan Semiconductor Manufacturing Co., Ltd. (ADR) 1,241,300 12,599,195 -------------- 37,411,964 -------------- Thailand-0.7% PTT Public Co., Ltd. 2,220,500 8,430,892 -------------- _______________________________________________________________________________ 10 o ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND Portfolio of Investments ------------------------------------------------------------------------------- Shares or Principal Amount Company (000) U.S. $ Value ------------------------------------------------------------------------------- United Kingdom-18.1% Aviva Plc 2,417,758 $ 23,596,508 BP Plc 3,520,000 30,821,846 George Wimpey Plc 1,210,000 8,183,273 GlaxoSmithKline Plc 1,928,600 40,296,034 InterContinental Hotels Group Plc 1,401,864 13,450,483 Lloyds TSB Group Plc 746,000 5,892,931 Persimmon Plc 627,998 6,923,237 RMC Group Plc 2,235,100 22,489,748 Royal & Sun Alliance Insurance Group Plc 1,775,500 2,635,852 Shire Pharmaceuticals Group Plc(a) 208,000 1,887,052 Taylor Woodrow Plc 1,695,000 7,890,757 Vodafone Group Plc 8,792,346 20,667,000 Whitbread Plc 1,658,450 24,316,869 William Morrison Supermarkets Plc 742,757 3,107,226 Xstrata Plc 1,475,830 18,650,303 -------------- 230,809,119 -------------- Total Common Stocks (cost $1,002,358,964) 1,232,965,545 -------------- SHORT-TERM INVESTMENT-1.8% Time Deposit-1.8% State Street Euro Dollar 0.50%, 6/01/04 (cost $23,098,000) $23,098 23,098,000 -------------- Total Investments-98.4% (cost $1,025,456,964) 1,256,063,545 Other assets less liabilities-1.6% 20,025,072 -------------- Net Assets-100% $1,276,088,617 ============== FINANCIAL FUTURES CONTRACTS PURCHASED (See Note D) Value at Number of Expiration Original May 31, Unrealized Type Contracts Month Value 2004 Depreciation ------------------------------------------------------------------------------- EURO STOXX 50 620 June 2004 $20,904,143 $20,760,965 $(143,178) Japanese TSE Topix 30 June 2004 3,273,191 3,119,641 (153,550) --------- Total $(296,728) ========= _______________________________________________________________________________ ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND o 11 Portfolio of Investments ------------------------------------------------------------------------------- (a) Non-income producing security. (b) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At May 31, 2004, the market value of these securities amounted to $31,129,477 or 2.4% of net assets. Glossary of Terms: ADR-American Depositary Receipt GDR-Global Depositary Receipt See notes to financial statements. _______________________________________________________________________________ 12 o ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND Statement of Assets & Liabilities ------------------------------------------------------------------------------- STATEMENT OF ASSETS & LIABILITIES May 31, 2004 (unaudited) ASSETS Investments in securities, at value (cost $1,025,456,964) $1,256,063,545 Cash 585 Foreign cash, at value (cost $11,135,206) 11,278,533(a) Dividends and interest receivable 6,236,596 Receivable for shares of beneficial interest sold 2,986,075 Receivable for investment securities sold 2,434,880 Receivable for variation margin on futures contracts 33,888 -------------- Total assets 1,279,034,102 -------------- LIABILITIES Payable for investment securities purchased 1,013,225 Advisory fee payable 464,150 Payable for shares of beneficial interest redeemed 264,104 Distribution fee payable 219,429 Accrued expenses and other liabilities 984,577 -------------- Total liabilities 2,945,485 -------------- Net Assets $1,276,088,617 ============== COMPOSITION OF NET ASSETS Paid-in capital $1,059,914,933 Undistributed net investment income 10,457,524 Accumulated net realized loss on investment and foreign currency transactions (24,126,694) Net unrealized appreciation of investments and foreign currency denominated assets and liabilities 229,842,854 -------------- $1,276,088,617 ============== CALCULATION OF MAXIMUM OFFERING PRICE Class A Shares Net asset value and redemption price per share ($251,774,169 / 18,153,412 shares of beneficial interest issued and outstanding) $13.87 Sales charge--4.25% of public offering price .62 ------ Maximum offering price $14.49 ====== Class B Shares Net asset value and offering price per share ($102,489,196 / 7,469,447 shares of beneficial interest issued and outstanding) $13.72 ====== Class C Shares Net asset value and offering price per share ($90,054,650 / 6,563,935 shares of beneficial interest issued and outstanding) $13.72 ====== Class R Shares Net asset value, redemption and offering price per share ($11,080 / 797 shares of beneficial interest issued and outstanding) $13.90 ====== Advisor Class Shares Net asset value, redemption and offering price per share ($831,759,522 / 59,359,186 shares of beneficial interest issued and outstanding) $14.01 ====== (a) An amount of U.S. $3,613,668 has been segregated as collateral for the financial futures contracts outstanding at May 31, 2004. See notes to financial statements. _______________________________________________________________________________ ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND o 13 Statement of Operations ------------------------------------------------------------------------------- STATEMENT OF OPERATIONS Six Months Ended May 31, 2004 (unaudited) INVESTMENT INCOME Dividends (net of foreign taxes withheld of $2,211,450) $ 16,958,814 Interest 101,527 $ 17,060,341 ------------ EXPENSES Advisory fee 5,880,521 Distribution fee--Class A 335,362 Distribution fee--Class B 486,417 Distribution fee--Class C 388,332 Distribution fee--Class R 27 Transfer agency 1,561,434 Custodian 601,306 Printing 76,021 Registration fees 70,028 Audit and legal 50,636 Administrative 41,875 Trustees' fees 9,376 Miscellaneous 19,266 ------------ Total expenses 9,520,601 Less: expenses waived and reimbursed by the Adviser and the Transfer Agent (see Note B) (3,017,927) Less: expense offset arrangement (see Note B) (66) ------------ Net expenses 6,502,608 ------------ Net investment income 10,557,733 ------------ REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS Net realized gain (loss) on: Investment transactions 23,506,962 Futures contracts 2,601,632 Foreign currency transactions (703,199) Net change in unrealized appreciation/depreciation of: Investments 57,315,140 Futures contracts (1,321,587) Foreign currency denominated assets and liabilities (374,947) ------------ Net gain on investment and foreign currency transactions 81,024,001 ------------ NET INCREASE IN NET ASSETS FROM OPERATIONS $ 91,581,734 ============ See notes to financial statements. _______________________________________________________________________________ 14 o ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND Statement of Changes in Net Assets ------------------------------------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS Six Months Ended Year Ended May 31, 2004 November 30, (unaudited) 2003 ============== ============== INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS Net investment income $ 10,557,733 $ 8,807,262 Net realized gain (loss) on investment and foreign currency transactions 25,405,395 (3,350,276) Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities 55,618,606 184,209,089 -------------- -------------- Net increase in net assets from operations 91,581,734 189,666,075 DIVIDENDS TO SHAREHOLDERS FROM Net investment income Class A (1,870,512) (760,517) Class B (443,690) (352,816) Class C (317,937) (188,899) Class R (71) -0- Advisor Class (7,897,386) (3,766,622) TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST Net increase 236,333,252 295,842,477 -------------- -------------- Total increase 317,385,390 480,439,698 NET ASSETS Beginning of period 958,703,227 478,263,529 -------------- -------------- End of period (including undistributed net investment income of $10,457,524 and $10,429,387, respectively) $1,276,088,617 $ 958,703,227 ============== ============== See notes to financial statements. _______________________________________________________________________________ ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND o 15 Notes to Financial Statements ------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS May 31, 2004 (unaudited) NOTE A Significant Accounting Policies AllianceBernstein Trust (the"Trust"), was organized as a Massachusetts business trust on December 12, 2000 and is registered under the Investment Company Act of 1940 as a diversified, open end management investment company. The Trust operates as a series company currently comprised of the following four funds: the AllianceBernstein Global Value Fund, the AllianceBernstein International Value Fund, the AllianceBernstein Small Cap Value Fund and the AllianceBernstein Value Fund (the "Funds"). Each Fund is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AllianceBernstein International Value Fund (the "Fund"). The Fund offers Class A, Class B, Class C, Class R 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. Class R shares are sold without an initial or contingent deferred sales charge and are offered to certain group retirement plans. Advisor Class shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. Advisor Class shares are offered to investors participating in fee-based programs and to certain retirement plan accounts. All five 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 accounting principles generally accepted in the United States which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Additional information about some of the items discussed in these Notes to Financial Statements is contained in the Fund's Statement of Additional Information, which is available upon request. The following is a summary of significant accounting policies followed by the Fund. 1. Security Valuation In accordance with Pricing Policies adopted by the Board of Trustees of the Fund (the "Pricing Policies") and applicable law, portfolio securities are valued at current market value or at fair value. The Board of Trustees has delegated to Alliance Capital Management, L.P. (the "Adviser"), subject to the Board's continuing oversight, certain responsibilities with respect to the implementation of the Pricing Policies. Pursuant to the Pricing Policies, securities for which market _______________________________________________________________________________ 16 o ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND Notes to Financial Statements ------------------------------------------------------------------------------- quotations are readily available are valued at their current market value. In general, the market value of these securities is determined as follows: Securities listed on a national securities exchange or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. If no bid or asked prices are quoted on such day, then the security is valued in good faith at fair value in accordance with the Pricing Policies. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities not listed on an exchange but traded on The Nasdaq Stock Market, Inc. ("NASDAQ") are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuations, the last available closing settlement price is used; securities traded in the over-the-counter market, (but excluding securities traded on NASDAQ) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. Government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less, or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Pricing Policies provide that the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security. Securities for which market quotations are not readily available are valued at fair value in accordance with the Pricing Policies. 2. Currency Translation Assets and liabilities denominated in foreign currencies and commitments under forward exchange currency contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued. _______________________________________________________________________________ ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND o 17 Notes to Financial Statements ------------------------------------------------------------------------------- Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities. 3. Taxes It is the policy of the Fund 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. 4. Investment Income and Investment Transactions Dividend income is recorded on the ex-dividend date. Interest income is accrued daily. Investment transactions are accounted for on the trade date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Fund accretes discounts as adjustments to interest income. 5. Income and Expenses All income earned and expenses incurred by the Fund are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Fund represented by the net assets of such class, except that the Fund's Class B and Class C shares bear higher distribution and transfer agent fees than Class A, Class R and Advisor Class shares. Advisor Class shares have no distribution fees. Expenses of the Trust are charged to each Fund in proportion to net assets. 6. Dividends and Distributions Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with accounting principles generally accepted in the United States. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification. _______________________________________________________________________________ 18 o ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND Notes to Financial Statements ------------------------------------------------------------------------------- NOTE B Advisory Fee and Other Transactions with Affiliates Under the terms of an investment advisory agreement, the Fund pays the Adviser an advisory fee at an annual rate of 1% of the Fund's average daily net assets. Such fee is accrued daily and paid monthly. Effective July 2, 2001, the Adviser agreed to waive its fees and bear certain expenses to the extent necessary to limit total fund operating expenses on an annual basis to 1.20%, 1.90%, 1.90% and .90% of the daily average net assets of Class A, Class B, Class C and Advisor Class shares, respectively. Effective November 3, 2003, the Adviser agreed to waive its fees and bear certain expenses to the extent necessary to limit total fund operating expenses on an annual basis to 1.40% of the daily average net assets of Class R shares. For the six months ended May 31, 2004, such waivers and reimbursement amounted to $1,589,003. Effective January 1, 2004, the Adviser began waiving a portion of its advisory fee so as to charge the Fund at the reduced annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the average daily net assets of the Fund. Through May 31, 2004, such waiver amounted to $1,256,017. The amount of the fee waiver may increase or decrease as a result of a final, definitive agreement with the New York Attorney General's Office ("NYAG"). For a more complete discussion of the Adviser's settlement with the NYAG, please see "Legal Proceedings" below. Pursuant to the Advisory agreement, the Adviser provides certain legal and accounting services for the Fund. For the six months ended May 31, 2004, the Adviser voluntarily agreed to waive its fees. Such waiver amounted to $41,875. The Fund compensates Alliance Global Investor Services, Inc. (AGIS), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. Such compensation amounted to $1,204,114 for the six months ended May 31, 2004. During the period, AGIS voluntarily agreed to waive a portion of its fees for such services. Such waiver amounted to $131,032. For the six months ended May 31, 2004, the Fund's expenses were reduced by $66 under an expense offset arrangement with AGIS. AllianceBernstein Investment Research and Management, Inc. (the "Distributor"), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund's shares. The Distributor has advised the Fund that it has retained front-end sales charges of $22,868 from the sales of Class A shares and received $3,757, $71,743 and $12,310 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 May 31, 2004. _______________________________________________________________________________ ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND o 19 Notes to Financial Statements ------------------------------------------------------------------------------- Brokerage commissions paid on investment transactions for the six months ended May 31, 2004, amounted to $963,991, of which $110,709 was paid to Sanford C. Bernstein & Co. LLC, an affiliate of the Adviser. NOTE C Distribution Services Agreement The Fund has adopted a Distribution Services Agreement (the "Agreement") pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .30 of 1% of the Fund's average daily net assets attributable to Class A shares, 1% of the Fund's average daily net assets attributable to Class B and Class C shares and .50 of 1% of the Fund's average daily net assets attributable to Class R shares. There are no distribution and servicing fees on the Advisor Class shares. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. The Distributor has advised the Fund that it has incurred expenses in excess of the distribution costs reimbursed by the Fund in the amount of $1,453,989 and $626,960 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 and Class R 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 period ended May 31, 2004, were as follows: Purchases Sales ============= ============= Investment securities (excluding U.S. government securities) $ 394,417,217 $ 159,371,249 U.S. government securities -0- -0- The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding futures and foreign currency transactions) are as follows: Gross unrealized appreciation $ 245,586,111 Gross unrealized depreciation (14,979,530) ------------- Net unrealized appreciation $ 230,606,581 ============= _______________________________________________________________________________ 20 o ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND Notes to Financial Statements ------------------------------------------------------------------------------- 1. Financial Futures Contracts The Fund may buy or sell financial futures contracts for the purpose of hedging its portfolio against adverse effects of anticipated movements in the market. The Fund bears the market risk that arises from changes in the value of these financial instruments and the imperfect correlation between movements in the price of the futures contracts and movements in the price of the securities hedged or used for cover. At the time the Fund enters into a futures contract, the Fund deposits and maintains as collateral an initial margin as required by the exchange on which the transaction is effected. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed. 2. 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 sales commitments denominated in foreign currencies and for investment purposes. A forward exchange currency contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward exchange currency contracts are recorded for financial reporting purposes as unrealized appreciation and depreciation by the Fund. The Fund's custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Fund having a value at least equal to the aggregate amount of the Fund's commitments under forward exchange currency contracts entered into with respect to position hedges. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of 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. _______________________________________________________________________________ ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND o 21 Notes to Financial Statements ------------------------------------------------------------------------------- NOTE E Shares of Beneficial Interest There is an unlimited number of shares of beneficial interest authorized, without par value, divided into five classes, designated Class A, Class B, Class C, Advisor Class and Class R shares. Transactions in shares of beneficial interest were as follows: Shares Amount --------------------------- ------------------------------ Six Months Ended Year Ended Six Months Ended Year Ended May 31, 2004 November 30, May 31, 2004 November 30, (unaudited) 2003 (unaudited) 2003 ------------ ------------ -------------- -------------- Class A Shares sold 5,725,086 13,295,167 $ 79,305,570 $146,868,388 ------------------------------------------------------------------------------- Shares issued in reinvestment of dividends 130,528 71,827 1,717,711 675,894 ------------------------------------------------------------------------------- Shares converted from Class B 188,040 201,727 2,617,534 2,150,139 ------------------------------------------------------------------------------- Shares redeemed (1,962,604) (7,041,114) (27,053,819) (74,527,969) ------------------------------------------------------------------------------- Net increase 4,081,050 6,527,607 $ 56,586,996 $ 75,166,452 =============================================================================== Class B Shares sold 1,750,191 3,717,485 $ 24,022,103 $ 40,364,959 ------------------------------------------------------------------------------- Shares issued in reinvestment of dividends 28,181 31,136 368,023 291,437 ------------------------------------------------------------------------------- Shares converted to Class A (189,876) (203,355) (2,617,534) (2,150,139) ------------------------------------------------------------------------------- Shares redeemed (814,560) (2,140,856) (11,133,267) (22,630,539) ------------------------------------------------------------------------------- Net increase 773,936 1,404,410 $ 10,639,325 $ 15,875,718 =============================================================================== Class C Shares sold 2,247,357 5,136,326 $ 30,853,041 $ 54,696,196 ------------------------------------------------------------------------------- Shares issued in reinvestment of dividends 16,322 13,906 213,175 130,159 ------------------------------------------------------------------------------- Shares redeemed (417,191) (3,167,085) (5,717,114) (32,350,149) ------------------------------------------------------------------------------- Net increase 1,846,488 1,983,147 $ 25,349,102 $ 22,476,206 =============================================================================== Advisor Class Shares sold 11,161,852 18,185,825 $153,957,500 $204,941,888 ------------------------------------------------------------------------------- Shares issued in reinvestment of dividends 588,039 393,866 7,803,272 3,733,854 ------------------------------------------------------------------------------- Shares redeemed (1,295,262) (2,507,836) (18,002,993) (26,361,641) ------------------------------------------------------------------------------- Net increase 10,454,629 16,071,855 $143,757,779 $182,314,101 =============================================================================== _______________________________________________________________________________ 22 o ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND Notes to Financial Statements ------------------------------------------------------------------------------- Shares Amount --------------------------- ------------------------------ Six Months November 3, Six Months November 3, Ended 2003(a) to Ended 2003(a) to May 31, 2004 November 30, May 31, 2004 November 30, (unaudited) 2003 (unaudited) 2003 ------------ ------------ -------------- -------------- Class R Shares sold 3 794 $ 50 $ 10,000 ------------------------------------------------------------------------------- Net increase 3 794 $ 50 $ 10,000 =============================================================================== (a) Commencement of distribution. NOTE F Risks Involved in Investing in The Fund Concentration of Risk Investing in securities of foreign companies involves special risks which include revaluation of currencies and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies and their markets may be less liquid and their prices more volatile than those of comparable United States companies. In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. NOTE G Joint Credit Facility A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $500 million revolving credit facility (the "Facility") intended to provide short-term financing if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the six months ended May 31, 2004. NOTE H Distributions to Shareholders The tax character of distributions to be paid for the year ending November 30, 2004 will be determined at the end of the current fiscal year. The tax character _______________________________________________________________________________ ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND o 23 Notes to Financial Statements ------------------------------------------------------------------------------- of distributions paid during the fiscal year ended November 30, 2003 was as follows: 2003 ============= Distributions paid from: Ordinary income $ 5,068,854 ------------- Total taxable distributions 5,068,854 ------------- Total distributions paid $ 5,068,854 ============= As of November 30, 2003, the components of accumulated earnings/(deficit) on a tax basis were as follows: Undistributed ordinary income $ 10,429,387 Accumulated capital and other losses (49,356,041)(a) Unrealized appreciation/(depreciation) 174,048,200(b) ------------- Total accumulated earnings/(deficit) $ 135,121,546 ============= (a) On November 30, 2003, the Fund had a net capital loss carryforward of $49,356,041 of which $13,230,402 expires in the year 2008, $28,863,976 expires in the year 2009, $1,911,917 expires in the year 2010 and $5,349,746 expires in the year 2011. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. Based on certain provisions in the Internal Revenue Code, various limitations regarding the future utilization of these carryforwards, brought forward as a result of the Fund's merger with Alliance International Fund, Inc. may apply. (b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales and the realization for tax purposes of gains/losses on certain derivative instruments. NOTE I Legal Proceedings As has been previously reported in the press, the staff of the U.S. Securities and Exchange Commission ("SEC") and the NYAG have been investigating practices in the mutual fund industry identified as "market timing" and "late trading" of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities. On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of "market timing" mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission ("SEC Order"). The agreement with the NYAG is subject to final, definitive documentation. Among the key provisions of these agreements are the following: (i) The Adviser agreed to establish a $250 million fund (the "Reimbursement Fund") to compensate mutual fund shareholders for the _______________________________________________________________________________ 24 o ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND Notes to Financial Statements ------------------------------------------------------------------------------- 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, commencing January 1, 2004, for a period of at least five years. The determination of which funds will have their fees reduced and to what degree is subject to the terms of the definitive agreement with the NYAG; and (iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order contemplates that the Adviser's registered investment company clients, including the Trust, will introduce governance and compliance changes. In anticipation of final, definitive documentation and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee. For a more complete description of this waiver, please see "Advisory Fee and Other Transactions with Affiliates" above. The 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 Trustees of the Fund ("the Independent Directors") have initiated an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel. The Independent Directors have formed a special committee to supervise the investigation. On October 2, 2003, a putative class action complaint entitled Hindo et al. v. AllianceBernstein Growth & Income Fund et al. (the "Hindo Complaint") was filed against the Adviser; Alliance Capital Management Holding L.P.; Alliance Capital Management Corporation; AXA Financial, Inc.; certain of the AllianceBernstein Mutual Funds, including the Fund; Gerald Malone; Charles Schaffran (collectively, the "Alliance Capital defendants"); and certain other defendants not affiliated with the Adviser. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Mutual Funds. The Hindo Complaint alleges that certain of the Alliance Capital defendants failed to disclose _______________________________________________________________________________ ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND o 25 Notes to Financial Statements ------------------------------------------------------------------------------- that they improperly allowed certain hedge funds and other unidentified parties to engage in late trading and market timing of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act, and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts. Since October 2, 2003, numerous additional lawsuits making factual allegations similar to those in the Hindo Complaint were filed against the Adviser and certain other defendants, some of which name the Fund as a defendant. All of these lawsuits seek an unspecified amount of damages. As a result of the matters discussed above, investors in the AllianceBernstein Mutual Funds may choose to redeem their investments. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. _______________________________________________________________________________ 26 o ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND Financial Highlights ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
Class A -------------------------------------------------- Six Months Year Ended March 29, Ended November 30, 2001(a) to May 31, 2004 ------------------------ November 30, (unaudited) 2003 2002 2001 ----------- ----------- ----------- ----------- Net asset value, beginning of period $ 12.82 $ 9.83 $ 9.64 $ 10.00 INCOME FROM INVESTMENT OPERATIONS Net investment income(b)(c) .12(d) .13 .07 .04 Net realized and unrealized gain (loss) on investment and foreign currency transactions 1.06 2.96 .12(e) (.40) Net increase (decrease) in net asset value from operations 1.18 3.09 .19 (.36) LESS: DIVIDENDS Dividends from net investment income (.13) (.10) -0- -0- Net asset value, end of period $13.87 $12.82 $9.83 $9.64 TOTAL RETURN Total investment return based on net asset value(f) 9.26% 31.80% 1.97% (3.60)% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000's omitted) $251,774 $180,443 $74,193 $3,990 Ratio to average net assets of: Expenses, net of waivers/reimbursements 1.20%(g) 1.20% 1.20% 1.44%(g) Expenses, before waivers/reimbursements 1.70%(g) 1.93% 2.19% 5.11%(g) Net investment income(c) 1.74%(d)(g) 1.22% .74% .62%(g) Portfolio turnover rate 14% 20% 23% 11%
See footnote summary on page 31. _______________________________________________________________________________ ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND o 27 Financial Highlights ------------------------------------------------------------------------------- Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
Class B -------------------------------------------------- Six Months Year Ended March 29, Ended November 30, 2001(a) to May 31, 2004 ------------------------ November 30, (unaudited) 2003 2002 2001 ----------- ----------- ----------- ----------- Net asset value, beginning of period $12.67 $9.75 $9.62 $10.00 INCOME FROM INVESTMENT OPERATIONS Net investment income(b)(c) .07(d) .07 -0- -0- Net realized and unrealized gain (loss) on investment and foreign currency transactions 1.05 2.92 .13(e) (.38) Net increase (decrease) in net asset value from operations 1.12 2.99 .13 (.38) LESS: DIVIDENDS Dividends from net investment income (.07) (.07) -0- -0- Net asset value, end of period $13.72 $12.67 $9.75 $9.62 TOTAL RETURN Total investment return based on net asset value(f) 8.83% 30.85% 1.35% (3.80)% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000's omitted) $102,489 $84,809 $51,608 $2,220 Ratio to average net assets of: Expenses, net of waivers/reimbursements 1.90%(g) 1.90% 1.90% 2.19%(g) Expenses, before waivers/reimbursements 2.44%(g) 2.71% 2.84% 7.84%(g) Net investment income (loss)(c) .96%(d)(g) .61% (.03)% (.05)%(g) Portfolio turnover rate 14% 20% 23% 11%
See footnote summary on page 31. _______________________________________________________________________________ 28 o ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND Financial Highlights ------------------------------------------------------------------------------- Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
Class C -------------------------------------------------- Six Months Year Ended March 29, Ended November 30, 2001(a) to May 31, 2004 ------------------------ November 30, (unaudited) 2003 2002 2001 ----------- ----------- ----------- ----------- Net asset value, beginning of period $12.67 $9.75 $9.60 $10.00 INCOME FROM INVESTMENT OPERATIONS Net investment income(b)(c) .07(d) .06 .01 -0- Net realized and unrealized gain (loss) on investment and foreign currency transactions 1.05 2.93 .14(e) (.40) Net increase (decrease) in net asset value from operations 1.12 2.99 .15 (.40) LESS: DIVIDENDS Dividends from net investment income (.07) (.07) -0- -0- Net asset value, end of period $13.72 $12.67 $9.75 $9.60 TOTAL RETURN Total investment return based on net asset value(f) 8.83% 30.85% 1.56% (4.00)% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000's omitted) $90,055 $59,753 $26,663 $1,582 Ratio to average net assets of: Expenses, net of waivers/reimbursements 1.90%(g) 1.90% 1.90% 2.23%(g) Expenses, before waivers/reimbursements 2.41%(g) 2.65% 2.90% 8.77%(g) Net investment income(c) 1.07%(d)(g) .55% .09% .03%(g) Portfolio turnover rate 14% 20% 23% 11%
See footnote summary on page 31. _______________________________________________________________________________ ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND o 29 Financial Highlights ------------------------------------------------------------------------------- Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period Class R --------------------------- Six Months November 3, Ended 2003(h) to May 31, 2004 November 30, (unaudited) 2003 ------------ ------------ Net asset value, beginning of period $12.82 $12.60 INCOME FROM INVESTMENT OPERATIONS Net investment income(b)(c) .10(d) .00(i) Net realized and unrealized gain on investment and foreign currency transactions 1.07 .22 Net increase in net asset value from operations 1.17 .22 LESS: DIVIDENDS Dividends from net investment income (.09) -0- Net asset value, end of period $13.90 $12.82 TOTAL RETURN Total investment return based on net asset value(f) 9.16% 1.75% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000's omitted) $11 $10 Ratio to average net assets of: Expenses, net of waivers/reimbursements 1.40%(g) 1.40%(g) Expenses, before waivers/reimbursements 1.87%(g) 2.31%(g) Net investment income(c) 1.40%(d)(g) .40%(g) Portfolio turnover rate 14% 20% See footnote summary on page 31. _______________________________________________________________________________ 30 o ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND Financial Highlights ------------------------------------------------------------------------------- Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
Advisor Class -------------------------------------------------- Six Months Year Ended March 29, Ended November 30, 2001(a) to May 31, 2004 ------------------------ November 30, (unaudited) 2003 2002 2001 ----------- ----------- ----------- ----------- Net asset value, beginning of period $12.96 $9.92 $9.68 $10.00 INCOME FROM INVESTMENT OPERATIONS Net investment income(b)(c) .14(d) .18 .17 .04 Net realized and unrealized gain (loss) on investment and foreign currency transactions 1.07 2.97 .07(e) (.36) Net increase (decrease) in net asset value from operations 1.21 3.15 .24 (.32) LESS: DIVIDENDS Dividends from net investment income (.16) (.11) -0- -0- Net asset value, end of period $14.01 $12.96 $9.92 $9.68 TOTAL RETURN Total investment return based on net asset value(f) 9.36% 32.19% 2.48% (3.20)% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000's omitted) $831,760 $633,688 $325,800 $167,263 Ratio to average net assets of: Expenses, net of waivers/reimbursements .90%(g) .90% .90% .90%(g) Expenses, before waivers/reimbursements 1.40%(g) 1.63% 1.75% 2.26%(g) Net investment income(c) 1.99%(d)(g) 1.61% 1.67% .65%(g) Portfolio turnover rate 14% 20% 23% 11%
(a) Commencement of operations. (b) Based on average shares outstanding. (c) Net of fees and expenses waived/reimbursed by the Adviser. (d) Net of fees waived/reimbursed by the Transfer Agent. (e) In addition to net realized and unrealized gain (loss) from investment and foreign currency transactions as set forth in the statement of operations, this amount reflects an increase in net asset value per share resulting from fluctuations in the Fund's total net assets in relation to the timing of market gains and losses. (f) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total return does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Total investment return calculated for a period of less than one year is not annualized. (g) Annualized. (h) Commencement of distribution. (i) Amount is less than $.005. _______________________________________________________________________________ ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND o 31 Board of Directors ------------------------------------------------------------------------------- BOARD OF TRUSTEES William H. Foulk, Jr.(1), Chairman Marc. O. Mayer, President Ruth Block(1) David H. Dievler(1) John H. Dobkin(1) Clifford L. Michel(1) Donald J. Robinson(1) OFFICERS Kevin F. Simms(2), Senior Vice President Mark R. Manley, Secretary Mark D. Gersten, Treasurer & Chief Financial Officer Vincent S. Noto, Controller Custodian State Street Bank & Trust Company 225 Franklin Street Boston, MA 02110 Principal Underwriter AllianceBernstein Investment Research and Management, Inc. 1345 Avenue of the Americas New York, NY 10105 Legal Counsel Ropes & Gray LLP One International Place Boston, MA 02110 Transfer Agent Alliance Global Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free (800) 221-5672 Independent Auditors Ernst & Young LLP 5 Times Square New York, New York 10036 (1) Member of the Audit Committee. (2) Mr. Simms is the person primarily responsible for the day-to-day management of the Fund's investment portfolio. _______________________________________________________________________________ 32 o ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND Management of the Fund ------------------------------------------------------------------------------- MANAGEMENT OF THE FUND Board of Trustees Information The business and affairs of the Fund are managed under the direction of the Board of Trustees. Certain information concerning the Fund's Trustees is set forth below.
PORTFOLIOS IN FUND OTHER NAME, AGE OF TRUSTEE, PRINCIPAL COMPLEX TRUSTEESHIP ADDRESS OCCUPATION(S) OVERSEEN BY HELD BY (YEARS OF SERVICE*) DURING PAST 5 YEARS TRUSTEE TRUSTEES ------------------------------------------------------------------------------------------------------------ DISINTERESTED TRUSTEES William H. Foulk, Jr.,#, 71 Investment adviser and an inde- 113 None 2 Sound View Drive pendent consultant. He was Suite 100 formerly Senior Manager of Barrett Greenwich, CT 06830 Associates, Inc., a registered (3) investment adviser, with which he Chairman of the Board had been associated since prior to 1999. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. Ruth Block,#, 73 Formerly Executive Vice President 94 None 500 SE Mizner Blvd., and Chief Insurance Officer of The Boca Raton, FL 33432 Equitable Life Assurance Society of (3) the United States; Chairman and Chief Executive Officer of Evlico; Director of Avon, BP (oil and gas), Ecolab Incorporated (specialty chemicals), Tandem Financial Group and Donaldson, Lufkin & Jenrette Securities Corporation; former Governor at Large, National Association of Securities Dealers, Inc. David H. Dievler,#, 74 Independent consultant. Until 98 None P.O. Box 167 December 1994 he was Senior Spring Lake, NJ 07762 Vice President of Alliance Capital (3) Management Corporation ("ACMC") responsible for mutual fund admin- istration. Prior to joining ACMC in 1984 he was Chief Financial Officer of Eberstadt Asset Management since 1968. Prior to that he was a Senior Manager at Price Waterhouse & Co. Member of A merican Institute of Certified Public Accountants since 1953.
_______________________________________________________________________________ ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND o 33 Management of the Fund -------------------------------------------------------------------------------
PORTFOLIOS IN FUND OTHER NAME, AGE OF TRUSTEE, PRINCIPAL COMPLEX TRUSTEESHIP ADDRESS OCCUPATION(S) OVERSEEN BY HELD BY (YEARS OF SERVICE*) DURING PAST 5 YEARS TRUSTEE TRUSTEES ------------------------------------------------------------------------------------------------------------ DISINTERESTED TRUSTEES (continued) John H. Dobkin,#, 62 Consultant. Formerly President 96 None P.O. Box 12 of Save Venice, Inc. (preservation Annandale, NY 12504 organization) from 2001-2002, (3) a Senior Advisor from June 1999 -June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989-May 1999. Previously, Director of the National Academy of Design and during 1988-1992, he was Director and Chairman of the Audit Committee of ACMC. Clifford L. Michel,#, 64 Senior Counsel to the law firm 96 Placer 15 St. Bernard's Road of Cahill Gordon & Reindel since Dome, Inc. Gladstone, NJ 07934 February 2001 and a partner of (3) that firm for more than twenty-five years prior thereto. He is President and Chief Executive Officer of Wenonah Development Company (investments) and a Director of Placer Dome, Inc. (mining). Donald J. Robinson,#, 69 Senior Counsel to the law firm of 95 None 98 Hell's Peak Road Orrick, Herrington & Sutcliffe LLP Weston, VT 05161 since prior to 1999. Formerly a (3) senior partner and a member of the Executive Committee of that firm. He was also a member and Chairman of the Municipal Securities Rulemaking Board and Trustee of the Museum of the City of New York. INTERESTED TRUSTEE Marc O. Mayer, +, 46 Executive Vice President of ACMC 66 None 1345 Avenue of the since 2001; prior thereto, Chief Americas Executive Officer of Sanford C. New York, NY 10105 Bernstein & Co., LLC and its (Elected November 18, predecessor since prior to 1999. 2003)
* There is no stated term of office for the Fund's Trustees. # Member of the Audit Committee and Nominating Committee. + Mr. Mayer is an "interested person", as defined in the 1940 Act, due to his position as Executive Vice President of ACMC. _______________________________________________________________________________ 34 o ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND Management of the Fund ------------------------------------------------------------------------------- OFFICERS OF THE TRUST Certain information concerning the Fund's Officers is listed below.
NAME, POSITION(S) PRINCIPAL OCCUPATION ADDRESS* AND AGE HELD WITH FUND DURING PAST 5 YEARS -------------------------------------------------------------------------------------------------------------- Kevin F. Simms, 38 Senior Vice President Senior Vice President of Alliance Capital Management Corporation "ACMC" ** and is a Co-Chief Investment Officer of International Value Equities since 2003 which he has assumed in addition to his role as Director of Research of Global and International Value Equities since 2000. Prior thereto, he was Director of Research for Emerging Markets Equities at Bernstein,** since prior to 1999. Mark R. Manley, 41 Secretary Senior Vice President and Chief Compliance Officer of ACMC,** with which he has been associated since prior to 1999. Mark D. Gersten, 53 Treasurer and Chief Senior Vice President of Alliance Global Financial Officer Investor Services, Inc. ("AGIS"),** and Vice President of AllianceBernstein Investment Research and Management, Inc. ("ABIRM"),** with which he has been associated since prior to 1999. Vincent S. Noto, 39 Controller Vice President of AGIS,** with which he has been associated since prior to 1999.
* The address for each of the Fund's officers is 1345 Avenue of the Americas, New York, NY 10105. ** ACMC, Bernstein, ABIRM and AGIS are affiliates of the Fund. The Fund's Statement of Additional Information ("SAI") has additional information about the Fund's Trustees and officers and is available without charge upon request. Contact your financial representative or Alliance Capital at (800) 227-4618 for a free prospectus or SAI. _______________________________________________________________________________ ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND o 35 AllianceBernstein Family of Funds ------------------------------------------------------------------------------- ALLIANCEBERNSTEIN FAMILY OF FUNDS -------------------------------------------- Wealth Strategies Funds -------------------------------------------- Balanced Wealth Strategy Wealth Appreciation Strategy Wealth Preservation Strategy Tax-Managed Balanced Wealth Strategy* Tax-Managed Wealth Appreciation Strategy Tax-Managed Wealth Preservation Strategy** -------------------------------------------- Blended Style Funds -------------------------------------------- U.S. Large Cap Portfolio International Portfolio Tax-Managed International Portfolio -------------------------------------------- Growth Funds -------------------------------------------- Domestic Growth Fund Health Care Fund Mid-Cap Growth Fund Premier Growth Fund Small Cap Growth Fund Technology Fund Global & International All-Asia Investment Fund Global Reseach Growth Fund Global Small Cap Fund Greater China '97 Fund International Premier Growth Fund New Europe Fund Worldwide Privatization Fund Select Investor Series Biotechnology Portfolio Premier Portfolio Technology Portfolio -------------------------------------------- Value Funds -------------------------------------------- Domestic Balanced Shares Disciplined Value Fund Growth & Income Fund Real Estate Investment Fund Small Cap Value Fund Utility Income Fund Value Fund Global & International Global Value Fund International Value Fund -------------------------------------------- Taxable Bond Funds -------------------------------------------- Americas Government Income Trust Corporate Bond Portfolio Emerging Market Debt Fund Global Strategic Income Trust High Yield Fund Multi-Market Strategy Trust Quality Bond Portfolio Short Duration Portfolio U.S. Government Portfolio -------------------------------------------- Municipal Bond Funds -------------------------------------------- National Insured National Arizona California Insured California Florida Massachusetts Michigan Minnesota New Jersey New York Ohio Pennsylvania Virginia -------------------------------------------- Intermediate Municipal Bond Funds -------------------------------------------- Intermediate California Intermediate Diversified Intermediate New York -------------------------------------------- Closed-End Funds -------------------------------------------- All-Market Advantage Fund ACM Income Fund ACM Government Opportunity Fund ACM Managed Dollar Income Fund ACM Managed Income Fund ACM Municipal Securities Income Fund California Municipal Income Fund National Municipal Income Fund New York Municipal Income Fund The Spain Fund World Dollar Government Fund World Dollar Government Fund II We also offer Exchange Reserves,+ which serves as the money market fund exchange vehicle for the AllianceBernstein mutual funds. For more complete information on any AllianceBernstein mutual fund, including investment objectives and policies, sales charges, expenses, risks and other matters of importance to prospective investors, visit our web site at www.alliancebernstein.com or call us at (800) 227-4618 for a current prospectus. Please read the prospectus carefully before you invest or send money. * Formerly Growth Investors Fund. ** Formerly Conservative Investors Fund. + An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. _______________________________________________________________________________ 36 o ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND 1345 Avenue of the Americas New York, NY 10105 (800) 221-5672 [LOGO] AllianceBernstein (SM) Investment Research and Management (SM) This service mark used under license from the owner, Alliance Capital Management L.P. ACBVIINTVFSR0504 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. Form N-CSR disclosure requirement not yet effective with respect to the registrant. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to the registrant. ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable to the registrant. ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. On March 17, 2004 the Fund adopted procedures effective April 1, 2004, by which shareholders may recommend nominees to the Fund's Board of Directors. Prior thereto, the Fund's Board did not accept shareholder recommendations for nominees to the Fund's Board. ITEM 10. CONTROLS AND PROCEDURES. (a) The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document. (b) There were no significant changes in the registrant's internal controls that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. ITEM 11. EXHIBITS. The following exhibits are attached to this Form N-CSR: EXHIBIT NO. DESCRIPTION OF EXHIBIT ----------- ---------------------- 11 (b) (1) Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 11 (b) (2) Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 11 (c) Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant): AllianceBernstein Trust By: /s/Marc O. Mayer -------------------------------- Marc O. Mayer President Date: July 30, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/Marc O. Mayer -------------------------------- Marc O. Mayer President Date: July 30, 2004 By: /s/Mark D. Gersten ------------------------------- Mark D. Gersten Treasurer and Chief Financial Officer Date: July 30, 2004