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    AllianceBernstein Global Thematic Growth Fund Annual Report July 31, 2012 ANNUAL REPORT


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    Investment Products Offered • Are Not FDIC Insured • May Lose Value • Are Not Bank Guaranteed Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.alliancebernstein.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing. 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 website at www.alliancebernstein.com, or go to the Securities and Exchange Commission’s (the “Commission”) website 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 website 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. (ABI) is the distributor of the AllianceBernstein family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the manager of the funds. AllianceBernstein® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.


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    September 17, 2012 Annual Report individual companies that focuses on This report provides management’s prospective earnings growth, valuation discussion of fund performance for and quality of company management. AllianceBernstein Global Thematic The Adviser normally considers a Growth Fund (the “Fund”) for the universe of approximately 2,600 mid- annual reporting period ended to large-capitalization companies July 31, 2012. worldwide for investment. Investment Objective and Policies The Fund invests in securities issued The Fund’s investment objective is by U.S. and non-U.S. companies from long-term growth of capital. The multiple industry sectors in an attempt Fund pursues opportunistic growth by to maximize opportunity, which investing in a global universe of should also tend to reduce risk. The companies in multiple industries that Fund invests in both developed and may benefit from innovation. emerging market countries. Under normal market conditions, the Fund AllianceBernstein L.P. (the “Adviser”) invests significantly (at least 40%— employs a combination of “top-down” unless market conditions are not and “bottom-up” investment proc- deemed favorable by the Adviser) in esses with the goal of identifying the securities of non-U.S. companies. In most attractive securities worldwide, addition, the Fund invests, under fitting into broader themes, which are normal circumstances, in the equity developments that have broad effects securities of companies located in at across industries and companies. least three countries. The percentage Drawing on the global fundamental of the Fund’s assets invested in secu- and quantitative research capabilities rities of companies in a particular of the Adviser, and its economists’ country or denominated in a particular macro-economic insights, the Adviser currency varies in accordance with the seeks to identify long-term economic Adviser’s assessment of the apprecia- or business trends that will affect tion potential of such securities. multiple industries. The Adviser will assess the effects of these trends, in the The Fund may invest in any company context of the business cycle, on entire and industry and in any type of industries and on individual compa- security, listed and unlisted, with nies. Through this process, the Adviser potential for capital appreciation. It intends to identify key investment invests in well-known, established themes, which will be the focus of the companies as well as new, smaller or Fund’s investments and which are less-seasoned companies. Investments expected to change over time based in new, smaller or less-seasoned on the Adviser’s research. companies may offer more reward but may also entail more risk than is In addition to this “top-down” the- generally true of larger, established matic approach, the Adviser will also companies. The Fund may also invest use a “bottom-up” analysis of in synthetic foreign equity securities, ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 1


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    real estate investment trusts and zero the Web 3.0 theme, as well as stock coupon bonds. Normally, the Fund selection in telecommunications, invests in about 60-80 companies. which boosted performance. Currencies can have a dramatic impact The Fund declined in absolute terms on equity returns, significantly adding and underperformed its benchmark, to returns in some years and greatly before sales charges, during the diminishing them in others. Currency six-month period. Security selection and equity positions are evaluated was responsible for most of the deficit, separately. The Adviser may seek to though sector positioning was also hedge the currency exposure resulting negative. In a period where investors from securities positions when it finds sought to limit exposure to downside the currency exposure unattractive. To risk, stock selection in the econom- hedge a portion of its currency risk, ically sensitive sectors of consumer the Fund may from time to time invest discretionary, financials and materials in currency-related derivatives, includ- undercut relative performance. Stock ing forward currency exchange con- selection in telecommunications and tracts, futures, options on futures, underweight exposure to the swaps and options. The Adviser may industrials sector mitigated some of also seek investment opportunities by the losses. taking long or short positions in cur- rencies through the use of currency- During both periods, the Fund held related derivatives. derivatives in the form of purchased options for non-hedging purposes, Investment Results and forward currency exchange con- The table on page 6 shows the tracts for hedging and non-hedging Fund’s performance compared to its purposes, which detracted from rela- benchmark, the Morgan Stanley tive performance. The Fund also uti- Capital International (“MSCI”) All lized written options for hedging Country (“AC”) World Index (net), purposes during both periods, which for the six- and 12-month periods had an immaterial impact. The Fund ended July 31, 2012. did not employ leverage during the six- or 12-month periods. During the 12-month period, the Fund declined in absolute terms and Market Review and Investment lagged behind its benchmark, before Strategy sales charges, with security selection Amid eroding investor confidence and driving the deficit. Sector positioning spiking volatility, global financial was also negative. With fearful invest- markets were mired in a severe correc- ors de-risking out of economically tion mode for much of the second half sensitive stocks, stock selection in the of 2011, as a debt overhang continued consumer discretionary, industrials to weigh on the U.S. and Europe, and and financials sectors undercut relative growth in emerging markets slowed. performance. Overweight exposure to In the final months of 2011, 2 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


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    encouraging U.S. economic data head of the ECB to do “whatever it suggesting that the world’s largest takes” within the institution’s mandate economy may be gaining momentum, to preserve the beleaguered euro, coupled with supportive actions by the boosted market sentiment and led to European Central Bank (“ECB”), another rally. ignited a relief rally that carried over into the first three months of 2012. The Global Thematic Growth Invest- However, the market upturn ended in ment Team (the “Team”) continues April on the return of worries that the to identify companies involved in dis- euro area was teetering on the brink of ruptive themes and offering valuations disintegration, due to the possible exit that, in the Team’s view, do not of Greece from the common currency adequately capture their upside poten- union and Spain’s deepening banking tial. The Team is especially focused on crisis. A rescue plan put forth in June investments that are more resilient to by European political leaders to tenta- the economic cycle, possessing what tively address the structural imbalances its analysis suggests to be longer-term in the euro area, along with a vow growth fundamentals. made the following month by the ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 3


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    Disclosures and Risks DISCLOSURES AND RISKS Benchmark Disclosure The unmanaged MSCI AC World Index (net) does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI AC World Index (net; free float-adjusted, market capitalization weighted) represents the equity market performance of developed and emerging markets. Net returns include the reinvestment of dividends after deduction of non-U.S. withholding tax. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. 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 Market Risk: The value of the Fund’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as growth, may underperform the market generally. Foreign (Non-U.S.) Risk: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors. Emerging Market Risk: Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory, or other uncertainties. Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments or reduce its returns. Capitalization Risk: Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources. Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and may be subject to counterparty risk to a greater degree than more traditional investments. Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results. These risks are fully discussed in the Fund’s prospectus. An Important Note About Historical Performance The investment return and principal value of an investment in the Fund will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following pages represents past per- formance 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. (Disclosures, Risks and Note about Historical Performance continued on next page) 4 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


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    Disclosures and Risks DISCLOSURES AND RISKS (continued from previous page) All fees and expenses related to the operation of the Fund have been deducted. Net asset value (“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. ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 5


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    Historical Performance HISTORICAL PERFORMANCE THE FUND VS. ITS BENCHMARK NAV Returns PERIODS ENDED JULY 31, 2012 6 Months 12 Months AllianceBernstein Global Thematic Growth Fund* Class A -10.96% -22.74% Class B† -11.35% -23.39% Class C -11.29% -23.31% Advisor Class‡ -10.82% -22.50% Class R‡ -11.00% -22.75% Class K‡ -10.86% -22.53% Class I‡ -10.68% -22.22% MSCI AC World Index (net) 1.22% -3.64% * Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the performance of all share classes of the Fund for the six- and 12-month periods ended July 31, 2012 by 0.06% and 0.07%, respectively. † Effective January 31, 2009, Class B shares are no longer available for purchase to new investors. Please see Note A for additional information. ‡ Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund. See Disclosures, Risks and Note about Historical Performance on pages 4-5. (Historical Performance continued on next page) 6 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


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    Historical Performance HISTORICAL PERFORMANCE (continued from previous page) GROWTH OF A $10,000 INVESTMENT IN THE FUND 7/31/02 TO 7/31/12 AllianceBernstein Global Thematic Growth Fund Class A MSCI AC World Index (Net) $30,000 MSCI AC World $25,000 Index (Net): $19,325 $20,000 $15,000 $10,000 AllianceBernstein Global $5,000 Thematic Growth Fund Class A: $13,602 $0 7/31/02 7/31/03 7/31/04 7/31/05 7/31/06 7/31/07 7/31/08 7/31/09 7/31/10 7/31/11 7/31/12 This chart illustrates the total value of an assumed $10,000 investment in AllianceBernstein Global Thematic Growth Fund Class A shares (from 7/31/02 to 7/31/12) as compared to the performance of the Fund’s benchmark. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Fund and assumes the reinvestment of dividends and capital gains distributions. See Disclosures, Risks and Note about Historical Performance on pages 4-5. (Historical Performance continued on next page) ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 7


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    Historical Performance HISTORICAL PERFORMANCE (continued from previous page) AVERAGE ANNUAL RETURNS AS OF JULY 31, 2012 NAV Returns SEC Returns Class A Shares 1 Year -22.74% -26.02% 5 Years -3.60% -4.43% 10 Years 3.57% 3.12% Class B Shares 1 Year -23.39% -26.45% 5 Years -4.38% -4.38% 10 Years(a) 2.92% 2.92% Class C Shares 1 Year -23.31% -24.07% 5 Years -4.31% -4.31% 10 Years 2.81% 2.81% Advisor Class Shares† 1 Year -22.50% -22.50% 5 Years -3.31% -3.31% 10 Years 3.88% 3.88% Class R Shares† 1 Year -22.75% -22.75% 5 Years -3.62% -3.62% Since Inception* 0.91% 0.91% Class K Shares† 1 Year -22.53% -22.53% 5 Years -3.33% -3.33% Since Inception* 1.43% 1.43% Class I Shares† 1 Year -22.22% -22.22% 5 Years -2.98% -2.98% Since Inception* 1.76% 1.76% The Fund’s current prospectus fee table shows the Fund’s total annual operat- ing expense ratios as 1.50%, 2.30%, 2.24%, 1.19%, 1.61%, 1.32% and 0.96% for Class A, Class B, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods. (a) Assumes conversion of Class B shares into Class A shares after eight years. † These share classes are offered at NAV to eligible investors and their SEC returns are the same as the NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and main- tained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund. The inception dates for Class R, Class K and Class I shares are listed below. * Inception dates: 11/3/03 for Class R shares; 3/1/05 for Class K and Class I shares. See Disclosures, Risks and Note about Historical Performance on pages 4-5. (Historical Performance continued on next page) 8 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


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    Historical Performance HISTORICAL PERFORMANCE (continued from previous page) SEC AVERAGE ANNUAL RETURNS (WITH ANY APPLICABLE SALES CHARGES) AS OF THE MOST RECENT CALENDAR QUARTER-END (JUNE 30, 2012) SEC Returns Class A Shares 1 Year -23.94% 5 Years -3.53% 10 Years 2.24% Class B Shares 1 Year -24.39% 5 Years -3.47% 10 Years(a) 2.03% Class C Shares 1 Year -21.94% 5 Years -3.40% 10 Years 1.93% Advisor Class Shares† 1 Year -20.32% 5 Years -2.40% 10 Years 2.99% Class R Shares† 1 Year -20.57% 5 Years -2.71% Since Inception* 1.40% Class K Shares† 1 Year -20.32% 5 Years -2.41% Since Inception* 2.02% Class I Shares† 1 Year -20.02% 5 Years -2.07% Since Inception* 2.35% (a) Assumes conversion of Class B shares into Class A shares after eight years. † Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker- dealers and financial intermediaries, institutional pension plans and/or investment advi- sory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund. The inception dates for Class R, Class K and Class I shares are listed below. * Inception dates: 11/3/03 for Class R shares; 3/1/05 for Class K and Class I shares. See Disclosures, Risks and Note about Historical Performance on pages 4-5. ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 9


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    Fund Expenses FUND EXPENSES (unaudited) 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; dis- tribution (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 exam- ple 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 Annualized February 1, 2012 July 31, 2012 During Period* Expense Ratio* Class A Actual $ 1,000 $ 890.40 $ 7.05 1.50% Hypothetical** $ 1,000 $ 1,017.40 $ 7.52 1.50% Class B Actual $ 1,000 $ 886.50 $ 11.02 2.35% Hypothetical** $ 1,000 $ 1,013.18 $ 11.76 2.35% Class C Actual $ 1,000 $ 887.10 $ 10.56 2.25% Hypothetical** $ 1,000 $ 1,013.67 $ 11.27 2.25% Advisor Class Actual $ 1,000 $ 891.80 $ 5.64 1.20% Hypothetical** $ 1,000 $ 1,018.90 $ 6.02 1.20% Class R Actual $ 1,000 $ 890.00 $ 7.42 1.58% Hypothetical** $ 1,000 $ 1,017.01 $ 7.92 1.58% Class K Actual $ 1,000 $ 891.40 $ 5.97 1.27% Hypothetical** $ 1,000 $ 1,018.55 $ 6.37 1.27% Class I Actual $ 1,000 $ 893.20 $ 3.95 0.84% Hypothetical** $ 1,000 $ 1,020.69 $ 4.22 0.84% * Expenses are equal to the classes’ annualized expense ratios multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). ** Assumes 5% return before expenses. 10 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


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    Portfolio Summary PORTFOLIO SUMMARY July 31, 2012 (unaudited) PORTFOLIO STATISTICS Net Assets ($mil): $782.9 SECTOR BREAKDOWN* 31.7%Information Technology 14.1%Consumer Discretionary 13.4%Financials 11.6%Energy 10.3%Health Care 8.3%Materials 6.7%Industrials 1.8%Consumer Staples 1.6%Telecommunication Services 0.2%Options on Equity Indices 0.1%Options on Funds and Investment Trusts 0.1% Options on Equities 0.1% Short-Term COUNTRY BREAKDOWN* 62.0% United States 8.5% China 7.8% Hong Kong 4.6% Canada 2.7% Japan 2.3% United Kingdom 1.6% Indonesia 1.3% Luxembourg 1.3% Italy 1.3% South Korea 1.1% Mongolia 1.0% Belgium 1.0% Mexico 3.4% Other 0.1% Short-Term * All data are as of July 31, 2012. The Fund’s sector and country breakdowns are expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Fund also enters into derivative transactions, which may be used for hedg- ing or investment purposes (see “Portfolio of Investments” section of the report for addi- tional details). “Other” country weightings represent 0.9% or less in the following countries: Australia, Israel, Malaysia, Philippines and Russia. Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capital- ization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Fund’s prospectus. ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 11


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    Ten Largest Holdings TEN LARGEST HOLDINGS* July 31, 2012 (unaudited) Percent of Company U.S. $ Value Net Assets Illumina, Inc. $ 34,943,700 4.5% NVIDIA Corp. 23,530,516 3.0 Red Hat, Inc. 20,892,521 2.7 Fusion-io, Inc. 20,635,050 2.6 Silicon Graphics International Corp. 18,499,655 2.4 Amazon.com, Inc. 18,168,937 2.3 Salesforce.com, Inc. 18,062,171 2.3 Burberry Group PLC 17,844,716 2.3 Goldcorp, Inc. 16,747,621 2.1 Hang Lung Properties Ltd. 16,746,997 2.1 $ 206,071,884 26.3% * Long-term investments. 12 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


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    Portfolio of Investments PORTFOLIO OF INVESTMENTS July 31, 2012 Company Shares U.S. $ Value COMMON STOCKS – 99.3% Information Technology – 31.7% Communications Equipment – 1.6% QUALCOMM, Inc. ..................................... 211,160 $ 12,602,029 Computers & Peripherals – 7.5% Apple, Inc.(a) ............................................. 21,890 13,369,536 Fusion-io, Inc.(a)(b) ...................................... 1,079,239 20,635,050 Silicon Graphics International Corp.(a)(b) ........... 2,781,903 18,499,655 Stratasys, Inc.(a)(b) ...................................... 103,730 6,356,574 58,860,815 Internet Software & Services – 9.3% Ancestry.com, Inc.(a)(b) ................................ 74,250 2,485,148 Baidu, Inc. (Sponsored ADR)(a) ..................... 106,380 12,820,918 Cornerstone OnDemand, Inc.(a)(b) .................. 336,430 8,000,305 Equinix, Inc.(a) ........................................... 43,700 7,786,466 Facebook, Inc.(a)(b) ..................................... 360,326 7,822,677 LinkedIn Corp.(a)(b) ...................................... 75,972 7,798,526 Rackspace Hosting, Inc.(a) ........................... 380,439 16,693,663 Yelp, Inc.(a)(b) ............................................. 463,807 9,257,588 72,665,291 Semiconductors & Semiconductor Equipment – 4.3% NVIDIA Corp.(a)(b) ....................................... 1,737,852 23,530,516 Samsung Electronics Co., Ltd. ..................... 8,810 10,127,281 33,657,797 Software – 9.0% Intuit, Inc. ................................................ 137,660 7,987,033 NetSuite, Inc.(a) ......................................... 118,650 6,566,091 Red Hat, Inc.(a) .......................................... 389,350 20,892,521 Salesforce.com, Inc.(a) ................................ 145,241 18,062,171 ServiceNow, Inc.(a)(b) ................................... 176,050 4,753,350 Splunk, Inc.(a)(b) ......................................... 402,438 11,831,677 70,092,843 247,878,775 Consumer Discretionary – 14.0% Automobiles – 1.0% Tesla Motors, Inc.(a)(b) ................................. 296,831 8,139,106 Hotels, Restaurants & Leisure – 3.1% Bloomberry Resorts Corp.(a) ........................ 20,926,300 5,113,145 Ctrip.com International Ltd. (ADR)(a)(b) ............. 843,420 10,525,882 Galaxy Entertainment Group Ltd.(a)(b) .............. 3,494,000 8,350,745 23,989,772 Household Durables – 1.6% iRobot Corp.(a)(b) ........................................ 187,330 4,263,631 Rinnai Corp.............................................. 124,300 8,002,326 12,265,957 ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 13


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    Portfolio of Investments Company Shares U.S. $ Value Internet & Catalog Retail – 2.6% Amazon.com, Inc.(a) ................................... 77,878 $ 18,168,937 Kayak Software Corp.(a)(b) ............................ 73,114 2,453,706 20,622,643 Specialty Retail – 3.4% L’Occitane International SA(b) ....................... 3,991,250 10,403,821 Zhongsheng Group Holdings Ltd.(b) ............... 15,653,000 16,633,104 27,036,925 Textiles, Apparel & Luxury Goods – 2.3% Burberry Group PLC .................................. 911,190 17,844,716 109,899,119 Financials – 13.4% Capital Markets – 3.1% Blackstone Group LP ................................. 673,980 9,334,623 CITIC Securities Co., Ltd.(b) .......................... 8,634,800 15,045,095 24,379,718 Commercial Banks – 2.0% BOC Hong Kong Holdings Ltd. .................... 3,778,000 11,531,068 Sberbank of Russia (Sponsored ADR)............ 358,600 3,996,453 15,527,521 Insurance – 2.0% AIA Group Ltd. ......................................... 4,399,800 15,372,065 Real Estate Investment Trusts (REITs) – 1.0% Weyerhaeuser Co...................................... 346,784 8,097,407 Real Estate Management & Development – 5.3% Ciputra Development Tbk PT ....................... 111,148,508 7,582,458 Guangzhou R&F Properties Co., Ltd.(b) ........... 6,241,200 7,952,991 Hang Lung Properties Ltd. .......................... 4,740,000 16,746,997 Sun Hung Kai Properties Ltd........................ 732,000 9,073,896 41,356,342 104,733,053 Energy – 11.6% Energy Equipment & Services – 5.5% Halliburton Co. ......................................... 380,530 12,606,959 National Oilwell Varco, Inc. .......................... 135,030 9,762,669 Saipem SpA ............................................ 220,580 10,137,513 Schlumberger Ltd. .................................... 151,300 10,781,638 43,288,779 Oil, Gas & Consumable Fuels – 6.1% Cameco Corp. ......................................... 367,215 7,689,600 Denbury Resources, Inc.(a)(b) ........................ 996,586 15,068,380 Kinder Morgan, Inc./Delaware ...................... 230,438 8,251,985 Occidental Petroleum Corp. ........................ 103,720 9,026,752 Santos Ltd. .............................................. 653,984 7,338,481 47,375,198 90,663,977 14 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


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    Portfolio of Investments Company Shares U.S. $ Value Health Care – 10.3% Biotechnology – 2.0% Cepheid, Inc.(a) ......................................... 307,512 $ 9,852,684 Genomic Health, Inc.(a)(b) ............................. 169,708 5,697,098 15,549,782 Health Care Equipment & Supplies – 2.1% Given Imaging Ltd.(a)(b) ................................ 519,786 7,302,993 IDEXX Laboratories, Inc.(a) ........................... 102,240 9,014,501 16,317,494 Health Care Providers & Services – 0.3% IHH Healthcare Bhd(a) ................................. 2,409,100 2,463,371 Health Care Technology – 1.4% athenahealth, Inc.(a)(b) .................................. 119,706 10,953,099 Life Sciences Tools & Services – 4.5% Illumina, Inc.(a)(b) ......................................... 842,626 34,943,700 80,227,446 Materials – 8.3% Chemicals – 1.0% Monsanto Co. .......................................... 92,601 7,928,498 Metals & Mining – 7.3% Freeport-McMoRan Copper & Gold, Inc. ........ 376,980 12,692,917 Goldcorp, Inc. .......................................... 463,960 16,747,621 Ivanhoe Mines Ltd./CA(a)(b) ........................... 1,316,670 11,094,244 Mongolian Mining Corp.(a)(b) ......................... 15,505,000 8,495,383 Umicore SA ............................................. 183,800 8,132,634 57,162,799 65,091,297 Industrials – 6.7% Electrical Equipment – 2.3% A123 Systems, Inc.(a) ................................. 2,289,274 1,007,281 Babcock & Wilcox Co. (The)(a) ...................... 323,585 8,121,983 Polypore International, Inc.(a)(b) ...................... 231,860 8,615,918 17,745,182 Machinery – 4.4% Cummins, Inc. .......................................... 118,220 11,337,298 FANUC Corp............................................ 86,800 13,400,906 Proto Labs, Inc.(a)(b) .................................... 268,523 10,158,225 34,896,429 52,641,611 Consumer Staples – 1.7% Beverages – 1.3% Heckmann Corp.(a)(b) .................................. 3,416,884 10,524,003 Food Products – 0.4% Besunyen Holdings Co., Ltd.(a)(b) ................... 36,029,000 3,143,049 13,667,052 ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 15


  • Page 18

    Portfolio of Investments Company Shares U.S. $ Value Telecommunication Services – 1.6% Wireless Telecommunication Services – 1.6% America Movil SAB de CV Series L (ADR) ....... 299,670 $ 7,998,192 Tower Bersama Infrastructure Tbk PT............ 11,560,000 4,780,454 12,778,646 Total Common Stocks (cost $828,939,644) ............................... 777,580,976 Contracts OPTIONS PURCHASED - PUTS – 0.2% Options on Equities – 0.1% Oracle Corp. Expiration: Dec 2012, Exercise Price: $ 28.00(a)(c) ........................ 7,100 905,250 Options on Funds and Investment Trusts –0.1% Consumer Staples Select SPDR Expiration: Dec 2012, Exercise Price: $ 34.00(a)(c) ........................ 10,960 832,960 Total Options Purchased – Puts (cost $2,136,728)................................... 1,738,210 OPTIONS PURCHASED - CALLS – 0.2% Options on Equity Indices – 0.2% AA90391 OTC Equity Index Expiration: Dec 2012, Exercise Price: $ 1,600.00(a)(d) ................... 11,495 1,155,247 Options on Funds and Investment Trusts –0.0% Market Vectors JR Gold Miners Expiration: Jan 2013, Exercise Price: $ 44.63(a)(c) ........................ 12,000 90,000 Total Options Purchased – Calls (cost $10,934,507) ................................. 1,245,247 Shares SHORT-TERM INVESTMENTS – 0.1% Investment Companies – 0.1% AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.15%(e) (cost $682,605) ..................................... 682,605 682,605 Total Investments Before Security Lending Collateral for Securities Loaned – 99.8% (cost $842,693,484) ............................... 781,247,038 16 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


  • Page 19

    Portfolio of Investments Company Shares U.S. $ Value INVESTMENTS OF CASH COLLATERAL FOR SECURITY LOANED – 27.1% Investment Companies – 27.1% AllianceBernstein Exchange Reserves – Class I, 0.19%(e) (cost $211,991,401) ............................... 211,991,401 $ 211,991,401 Total Investments – 126.9% (cost $1,054,684,885)............................. 993,238,439 Other assets less liabilities – (26.9)%.............. (210,305,569) Net Assets – 100.0% ............................... $ 782,932,870 FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D) U.S. $ U.S. $ Contract Value on Value at Unrealized Amount Origination July 31, Appreciation/ Counterparty & Description (000) Date 2012 (Depreciation) Buy Contracts: Citibank NA: Japanese Yen settling 9/14/12 2,977,985 $ 38,039,330 $ 38,135,296 $ 95,966 Goldman Sachs International: Great British Pound settling 9/14/12 45,272 70,414,258 70,978,037 563,779 Royal Bank of Canada: Canadian Dollar settling 9/14/12 26,328 25,495,322 26,229,058 733,736 Euro settling 9/14/12 37,425 46,732,410 46,070,698 (661,712) Westpac Banking Corp.: Australian Dollar settling 9/14/12 23,165 22,760,076 24,248,316 1,488,240 $ 2,220,009 CALL OPTIONS WRITTEN (see Note D) Exercise Expiration Description Contracts Price Month U.S. $ Value AA90380 OTC Equity Index(d) (premium received $287,375) 11,495 $ 1,850.00 December 2012 $ (309,216) PUT OPTIONS WRITTEN (see Note D) Exercise Expiration Description Contracts Price Month U.S. $ Value Oracle Corp.(c) 7,100 $ 23.00 December 2012 $ (284,000) Consumer Staples Select SPDR(c) 10,960 28.00 December 2012 (137,000) (premium received $525,572) $ (421,000) (a) Non-income producing security. (b) Represents entire or partial securities out on loan. See Note E for securities lending information. (c) One contract relates to 100 shares. (d) One contract relates to 1 share. (e) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end. Glossary: ADR – American Depositary Receipt See notes to financial statements. ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 17


  • Page 20

    Statement of Assets & Liabilities STATEMENT OF ASSETS & LIABILITIES July 31, 2012 Assets Investments in securities, at value Unaffiliated issuers (cost $842,010,879) ............................ $ 780,564,433(a) Affiliated issuers (cost 212,674,006—including investment of cash collateral for securities loaned of $211,991,401) ....... 212,674,006 Cash ............................................................................ 728,332 Foreign currencies, at value (cost $1,030,339) ....................... 1,005,721 Receivable for investment securities sold and foreign currency transactions................................................................ 14,132,965 Unrealized appreciation of forward currency exchange contracts ... 2,881,721 Dividends and interest receivable ........................................ 1,949,995 Receivable for capital stock sold......................................... 860,514 Total assets ................................................................... 1,014,797,687 Liabilities Options written, at value (premium received $812,947)............ 730,216 Payable for collateral received on securities loaned ................. 201,255,405 Payable for investment securities purchased and foreign currency transactions ................................................... 13,032,514 Collateral due to Securities Lending Agent ............................ 10,735,996 Payable for capital stock redeemed .................................... 2,936,106 Advisory fee payable........................................................ 1,470,648 Unrealized depreciation of forward currency exchange contracts ... 661,712 Transfer Agent fee payable................................................ 324,771 Distribution fee payable .................................................... 241,342 Administrative fee payable................................................. 24,885 Accrued expenses .......................................................... 451,222 Total liabilities ................................................................. 231,864,817 Net Assets .................................................................... $ 782,932,870 Composition of Net Assets Capital stock, at par ........................................................ $ 137,963 Additional paid-in capital................................................... 1,249,613,000 Distributions in excess of net investment income .................... (11,980,251) Accumulated net realized loss on investment and foreign currency transactions .................................... (395,679,141) Net unrealized depreciation on investments and foreign currency denominated assets and liabilities........................ (59,158,701) $ 782,932,870 Net Asset Value Per Share—21 billion shares of capital stock authorized, $.01 par value Shares Net Asset Class Net Assets Outstanding Value A $ 576,361,038 9,986,085 $ 57.72* B $ 26,961,664 544,354 $ 49.53 C $ 78,409,547 1,573,783 $ 49.82 Advisor $ 74,474,216 1,236,572 $ 60.23 R $ 7,548,095 131,411 $ 57.44 K $ 8,516,332 145,524 $ 58.52 I $ 10,661,978 178,554 $ 59.71 (a) Includes securities on loan with a value of $192,157,522 (see Note E). * The maximum offering price per share for Class A shares was $60.28 which reflects a sales charge of 4.25%. See notes to financial statements. 18 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


  • Page 21

    Statement of Operations STATEMENT OF OPERATIONS Year Ended July 31, 2012 Investment Income Dividends Unaffiliated issuers (net of foreign taxes withheld of $449,976) ........................... $ 9,587,630 Affiliated issuers ...................................... 303,198 Interest .................................................... 2,657 Securities lending income............................. 5,601,213 $ 15,494,698 Expenses Advisory fee (see Note B) ............................. 6,904,545 Distribution fee—Class A.............................. 2,059,647 Distribution fee—Class B ............................. 377,503 Distribution fee—Class C ............................. 965,289 Distribution fee—Class R ............................. 36,676 Distribution fee—Class K ............................. 19,583 Transfer agency—Class A ............................ 2,851,240 Transfer agency—Class B ............................ 207,521 Transfer agency—Class C ............................ 444,862 Transfer agency—Advisor Class .................... 365,091 Transfer agency—Class R ............................ 19,072 Transfer agency—Class K ............................ 15,666 Transfer agency—Class I ............................. 6,511 Custodian................................................. 280,562 Printing .................................................... 265,640 Registration fees ........................................ 111,130 Administrative ............................................ 63,990 Audit ....................................................... 53,607 Directors’ fees ........................................... 51,640 Legal ....................................................... 45,439 Miscellaneous............................................ 52,022 Total expenses .......................................... 15,197,236 Net investment income ................................ 297,462 Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions Net realized loss on: Investment transactions ............................ (240,790,253)(a) Foreign currency transactions .................... (16,811,605) Net change in unrealized appreciation/ depreciation of: Investments ........................................... (4,084,532)(b) Options written ....................................... 82,731 Foreign currency denominated assets and liabilities ............................................. (781,328) Net loss on investment and foreign currency transactions ........................................... (262,384,987) Net Decrease in Net Assets from Operations........................................... $ (262,087,525) (a) Net of foreign capital gains taxes of $435,734. (b) Net of decrease in accrued foreign capital gains taxes of $6,344. See notes to financial statements. ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 19


  • Page 22

    Statement of Changes in Net Assets STATEMENT OF CHANGES IN NET ASSETS Year Ended Year Ended July 31, 2012 July 31, 2011 Increase (Decrease) in Net Assets from Operations Net investment income (loss) ................. $ 297,462 $ (7,978,537) Net realized gain (loss) on investment and foreign currency transactions ............. (257,601,858) 220,737,801 Net change in unrealized appreciation/ depreciation of investments and foreign currency denominated assets and liabilities ......................................... (4,783,129) (15,796,899) Net increase (decrease) in net assets from operations............................... (262,087,525) 196,962,365 Dividends to Shareholders from Net investment income Class A ......................................... (4,229,265) (920,448) Class B ......................................... 246 –0– Advisor Class ................................. (866,048) (295,235) Class R ......................................... (38,530) (9,142) Class K ......................................... (104,238) (20,944) Class I........................................... (176,960) (32,292) Capital Stock Transactions Net decrease ..................................... (152,291,175) (110,081,075) Capital Contributions Proceeds from third party regulatory settlement (see Note F) ..................... 28,898 356,328 Total increase (decrease) ...................... (419,764,597) 85,959,557 Net Assets Beginning of period ............................. 1,202,697,467 1,116,737,910 End of period (including distributions in excess of net investment income of ($11,980,251) and undistributed net investment income of $2,474,907, respectively) ................................... $ 782,932,870 $ 1,202,697,467 See notes to financial statements. 20 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


  • Page 23

    Notes to Financial Statements NOTES TO FINANCIAL STATEMENTS July 31, 2012 NOTE A Significant Accounting Policies AllianceBernstein Global Thematic Growth Fund, Inc. (the “Fund”), organized as a Maryland corporation on December 24, 1980, 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, Advisor Class, Class R, Class K and Class I 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. Effective January 31, 2009, sales of Class B shares of the Fund to new investors were suspended. Class B shares will only be issued (i) upon the exchange of Class B shares from another AllianceBernstein Mutual Fund, (ii) for purposes of divi- dend reinvestment, (iii) through the Fund’s Automatic Investment Program (the “Program”) for accounts that established the Program prior to January 31, 2009, and (iv) for purchases of additional shares by Class B shareholders as of January 31, 2009. The ability to establish a new Program for accounts contain- ing Class B shares was suspended as of January 31, 2009. 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 and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class and Class I shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All seven classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. gen- erally accepted accounting principles (“U.S. GAAP”) 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. 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 (other than securities listed on the NASDAQ Stock Market, Inc. ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 21


  • Page 24

    Notes to Financial Statements (“NASDAQ”)) 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 last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures contracts 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 quota- tions available for the day of valuation, the last available closing settlement price is used; 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 secu- rities, 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 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. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investments in money market funds are valued at their net asset value each day. 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 state- ments or other available documents. In addition, the Fund may use fair value pric- ing 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 foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred between the close of the foreign markets and the time at which the Fund values its securities which may materially affect the value of securities trading in such markets. 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. Fair Value Measurements In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measure- ment date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or 22 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


  • Page 25

    Notes to Financial Statements unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observ- ability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below. • Level 1—quoted prices in active markets for identical investments • Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) • Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of July 31, 2012: Investments in Securities: Level 1 Level 2 Level 3 Total Assets: Common Stocks: Information Technology ................. $ 237,751,494 $ 10,127,281 $ – 0 – $ 247,878,775 Consumer Discretionary ................ 48,664,407 61,234,712 –0– 109,899,119 Financials ................................... 17,432,030 87,301,023 –0– 104,733,053 Energy ....................................... 73,187,983 17,475,994 –0– 90,663,977 Health Care ................................ 80,227,446 –0– –0– 80,227,446 Materials .................................... 48,463,280 16,628,017 –0– 65,091,297 Industrials ................................... 39,240,705 13,400,906 –0– 52,641,611 Consumer Staples ........................ 10,524,003 3,143,049 –0– 13,667,052 Telecommunication Services .......... 7,998,192 4,780,454 –0– 12,778,646 Options Purchased—Puts ................. –0– 1,738,210 –0– 1,738,210 Options Purchased—Calls ................ –0– 1,245,247 –0– 1,245,247 Short-Term Investments ................... 682,605 –0– –0– 682,605 Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund ............................... 211,991,401 –0– –0– 211,991,401 Total Investments in Securities ........... 776,163,546 217,074,893+ –0– 993,238,439 Other Financial Instruments* : Assets: Forward Currency Exchange Contracts ................................ –0– 2,881,721 –0– 2,881,721 Liabilities: Forward Currency Exchange Contracts ................................ –0– (661,712) –0– (661,712) Call Options Written ...................... –0– (309,216) –0– (309,216) Put Options Written ...................... –0– (421,000) –0– (421,000) Total^ .......................................... $ 776,163,546 $ 218,564,686 $ – 0 – $ 994,728,232 * Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument. + A significant portion of the Fund's foreign equity investments are categorized as Level 2 investments since they are valued using fair value prices based on third party vendor modeling tools to the extent available, see Note A.1. ^ An amount of $13,733,435 was transferred from Level 1 to Level 2 due to insufficient observable inputs during the reporting period. ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 23


  • Page 26

    Notes to Financial Statements Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value. The transfers between levels of the fair value hierarchy assumes the financial instrument was transferred at the beginning of the period. Financials Total Balance as of 7/31/11 ............................... $ 13,187,810 $ 13,187,810 Accrued discounts/(premiums)....................... –0– –0– Realized gain (loss) ...................................... 539,049 539,049 Change in unrealized appreciation/depreciation .......................... 3,981 3,981 Purchases ................................................. 5,812,610 5,812,610 Sales ........................................................ (19,543,450) (19,543,450) Transfers in to Level 3 .................................. –0– –0– Transfers out of Level 3 ................................ –0– –0– Balance as of 7/31/12 ............................... $ –0– $ –0– Net change in unrealized appreciation/ depreciation from Investments held as of 7/31/12* ................................................ $ –0– $ –0– * The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation of investments in the accompanying statement of operations. 3. Currency Translation Assets and liabilities denominated in foreign currencies and commitments under for- ward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask 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 pre- vailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued. Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on for- eign investment transactions, and the difference between the amounts of divi- dends, 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 foreign currency denominated assets and liabilities. 4. 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 invest- ment company taxable income and net realized gains, if any, to shareholders. 24 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


  • Page 27

    Notes to Financial Statements 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 unreal- ized appreciation/depreciation as such income and/or gains are earned. In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Fund’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements. 5. Investment Income and Investment Transactions Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment trans- actions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Fund amortizes premiums and accretes discounts as adjustments to interest income. 6. Class Allocations 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 respective class. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets. 7. Dividends and Distributions Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. 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. NOTE B Advisory Fee and Other Transactions with Affiliates Under the terms of the investment advisory agreement, the Fund pays the Adviser a quarterly advisory fee equal to the following percentages of the value of the Fund’s aggregate net assets at the close of business on the last business day of the previous quarter: .25 of .75% of the first $2.5 billion, .25 of .65% of the next $2.5 billion, and .25 of .60% of the net assets in excess of $5 billion. The fee is accrued daily and paid quarterly. Pursuant to the investment advisory agreement, the Fund may reimburse the Adviser for certain legal and accounting services provided to the Fund by the Adviser. For the year ended July 31, 2012, the reimbursement for such services amounted to $63,990. ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 25


  • Page 28

    Notes to Financial Statements The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), 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. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $1,903,444 for the year ended July 31, 2012. AllianceBernstein Investments, 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 $9,828 from the sale of Class A shares and received $13,097, $25,163 and $11,362 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A, Class B and Class C shares, respectively, for the year ended July 31, 2012. The Fund may invest in the AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio (“Government STIF Portfolio”), an open-end man- agement investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Fund’s trans- actions in shares of the Government STIF Portfolio for the year ended July 31, 2012 is as follows: Market Value Purchases Sales Market Value Dividend July 31, 2011 at Cost Proceeds July 31, 2012 Income (000) (000) (000) (000) (000) $ 6,312 $ 405,451 $ 411,080 $ 683 $ 8 Brokerage commissions paid on investment transactions for the year ended July 31, 2012 amounted to $3,515,266, of which $5,918 and $45,789, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bern- stein 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, 1% of the Fund’s average daily net assets attributable to both Class B and Class C shares, .50% of the Fund’s average daily net assets attribut- able to Class R shares and .25% of the Fund’s average daily net assets attributable to Class K shares. There are no distribution and servicing fees on the Advisor Class and Class I 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. Since the commencement of the Fund’s operations, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Fund in the amounts of $64,844,990, $7,874,460, $247,376 and $57,647 for Class B, Class C, Class R and Class K 26 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


  • Page 29

    Notes to Financial Statements shares, respectively. While such costs may be recovered from the Fund in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a share- holder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Fund’s shares. NOTE D Investment Transactions Purchases and sales of investment securities (excluding short-term investments) for the year ended July 31, 2012 were as follows: Purchases Sales Investment securities (excluding U.S. government securities) ...................... $ 1,442,648,030 $ 1,613,743,557 U.S. government securities ................... –0– –0– The cost of investments for federal income tax purposes, gross unrealized appreci- ation and unrealized depreciation (excluding foreign currency and written option transactions) are as follows: Cost ............................................................................ $ 1,089,830,070 Gross unrealized appreciation ............................................ $ 49,005,562 Gross unrealized depreciation ............................................ (145,597,193) Net unrealized depreciation ............................................... $ (96,591,631) 1. Derivative Financial Instruments The Fund may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio. The principal types of derivatives utilized by the Fund, as well as the methods in which they may be used are: • Forward Currency Exchange Contracts The Fund may enter into forward currency exchange 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 non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. A forward currency exchange 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 ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 27


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    Notes to Financial Statements closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Fund. 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. During the year ended July 31, 2012, the Fund held forward currency exchange contracts for hedging and non-hedging purposes. • Option Transactions For hedging and investment purposes, the Fund may purchase and write (sell) put and call options on U.S. and foreign securities, including government securities, and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. Among other things, the Fund may use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions” and may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, for hedging and investment purposes. The risk associated with purchasing an option is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid. When the Fund writes an option, the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Fund on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Fund has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Fund. In writing an option, the Fund bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option 28 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


  • Page 31

    Notes to Financial Statements written by the Fund could result in the Fund selling or buying a security or currency at a price different from the current market value. During the year ended July 31, 2012, the Fund held purchased options for non-hedging purposes. During the year ended July 31, 2012, the Fund held written options for hedging purposes. For the year ended July 31, 2012, the Fund had the following transactions in written options: Number of Premiums Contracts Received Options written outstanding as of 7/31/11 ................. –0– $ –0– Options written .................................................... 29,555 812,947 Options expired ................................................... –0– –0– Options bought back ............................................ –0– –0– Options exercised ................................................ –0– –0– Options written outstanding as of 7/31/12 ................. 29,555 $ 812,947 Documentation governing the Fund’s OTC derivatives may contain provisions for early termination of such transaction in the event the net assets of the Fund decline below specific levels set forth in the documentation (“net asset contingent features”). If these levels are triggered, the Fund’s counterparty has the right to terminate such transaction and require the Fund to pay or receive a settlement amount in connection with the terminated transaction. As of July 31, 2012, the Fund had OTC derivatives with contingent features in net liability positions in the amount of $146,437. If a trigger event had occurred at July 31, 2012, for those derivatives in a net liability position, an amount of $146,437 would be required to be posted by the Fund. At July 31, 2012, the Fund had entered into the following derivatives: Asset Derivatives Liability Derivatives Statement of Statement of Assets and Assets and Liabilities Liabilities Derivative Type Location Fair Value Location Fair Value Foreign exchange contracts ......... Unrealized $ 2,881,721 Unrealized $ 661,712 appreciation of depreciation of forward currency forward currency exchange contracts exchange contracts Equity contracts .... Investments in 2,983,457 securities, at value Equity contracts .... Options written, at 730,216 value Total .................. $ 5,865,178 $1,391,928 ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 29


  • Page 32

    Notes to Financial Statements The effect of derivative instruments on the statement of operations for the year ended July 31, 2012: Change in Location of Gain Realized Gain Unrealized or (Loss) on or (Loss) on Appreciation or Derivative Type Derivatives Derivatives (Depreciation) Foreign exchange contracts ...................... Net realized gain (loss) $ (16,400,103) $ (659,603) on foreign currency transactions; Net change in unrealized appreciation/ depreciation of foreign currency denominated assets and liabilities Equity contracts ................. Net realized gain (loss) (11,319,319) (3,211,223) on investment transactions; Net change in unrealized appreciation/ depreciation of investments Equity contracts ................. Net realized gain (loss) –0– 82,731 on options written; Net change in unrealized appreciation/ depreciation of options written Total ............................... $ (27,719,422) $ (3,788,095) For the year ended July 31, 2012, the average monthly principal amount of for- eign currency exchange contracts was $223,026,666 and the average monthly cost of purchased options contracts was $12,618,869. 2. Currency Transactions The Fund may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Fund may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Fund may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Fund and do not present attractive investment opportunities. Such trans- actions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Fund may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies). 30 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


  • Page 33

    Notes to Financial Statements NOTE E Securities Lending The Fund may enter into securities lending transactions. Under the Fund’s secu- rities lending program, all securities loans will be collateralized continually by cash. The Fund will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Fund in connection with the loan), and payments for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Fund to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Fund will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Fund amounts equal to any income or other distributions from the securities. The Fund will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Fund, and as approved by the Fund’s Board of Directors. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At July 31, 2012, the Fund had securities on loan with a value of $192,157,522 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $211,991,401. The cash collateral will be adjusted on the next busi- ness day after period end to maintain the required collateral amount. The Fund earned securities lending income of $5,601,213 and $295,257 from the bor- rowers and AllianceBernstein Exchange Reserves, respectively, for the year ended July 31, 2012; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Fund’s trans- actions in shares of AllianceBernstein Exchange Reserves for the year ended July 31, 2012 is as follows: Market Value Purchases Sales Market Value Dividend July 31, 2011 at Cost Proceeds July 31, 2012 Income (000) (000) (000) (000) (000) $ –0– $ 759,901 $ 547,910 $ 211,991 $ 295 ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 31


  • Page 34

    Notes to Financial Statements NOTE F Capital Stock Each class consists of 3,000,000,000 authorized shares. Transactions in capital shares for each class were as follows: Shares Amount Year Ended Year Ended Year Ended Year Ended July 31, July 31, July 31, July 31, 2012 2011 2012 2011 Class A Shares sold 626,061 1,043,799 $ 39,580,769 $ 78,045,291 Shares issued in reinvestment of dividends 69,049 11,472 3,880,628 846,517 Shares converted from Class B 187,612 267,041 11,979,038 19,999,147 Shares redeemed (2,636,916) (2,835,297) (165,535,315) (209,041,564) Net decrease (1,754,194) (1,512,985) $ (110,094,880) $ (110,150,609) Class B Shares sold 43,177 53,630 $ 2,342,906 $ 3,454,936 Shares issued in reinvestment of dividends (4) –0– (245) –0– Shares converted to Class A (218,151) (309,562) (11,979,038) (19,999,147) Shares redeemed (138,703) (205,885) (7,557,132) (13,080,076) Net decrease (313,681) (461,817) $ (17,193,509) $ (29,624,287) Class C Shares sold 56,419 219,670 $ 3,098,551 $ 14,426,333 Shares issued in reinvestment of dividends –0– –0– (13) –0– Shares redeemed (473,871) (414,947) (25,714,024) (26,712,441) Net decrease (417,452) (195,277) $ (22,615,486) $ (12,286,108) Advisor Class Shares sold 621,495 725,906 $ 40,337,890 $ 56,710,422 Shares issued in reinvestment of dividends 11,877 3,487 695,166 268,411 Shares redeemed (745,876) (332,963) (48,307,310) (25,791,919) Net increase (decrease) (112,504) 396,430 $ (7,274,254) $ 31,186,914 Class R Shares sold 86,341 41,915 $ 5,277,164 $ 3,142,000 Shares issued in reinvestment of dividends 688 124 38,481 9,129 Shares redeemed (58,857) (31,705) (3,652,954) (2,370,687) Net increase 28,172 10,334 $ 1,662,691 $ 780,442 32 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


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    Notes to Financial Statements Shares Amount Year Ended Year Ended Year Ended Year Ended July 31, July 31, July 31, July 31, 2012 2011 2012 2011 Class K Shares sold 103,576 18,882 $ 6,585,214 $ 1,434,717 Shares issued in reinvestment of dividends 1,832 280 104,237 20,943 Shares redeemed (31,924) (19,948) (2,036,586) (1,546,881) Net increase (decrease) 73,484 (786) $ 4,652,865 $ (91,221) Class I Shares sold 33,021 165,614 $ 2,163,714 $ 13,261,847 Shares issued in reinvestment of dividends 2,499 424 144,691 32,292 Shares redeemed (57,869) (43,209) (3,737,007) (3,190,345) Net increase (decrease) (22,349) 122,829 $ (1,428,602) $ 10,103,794 For the years ended July 31, 2012 and July 31, 2011, the Fund received $28,898 and $356,328, respectively, related to a third-party’s settlement of regulatory proceedings involving allegations of improper trading. These amounts are presented in the Fund’s statement of changes in net assets. Neither the Fund nor its affiliates were involved in the proceedings or the calculation of the payment. NOTE G Risks Involved in Investing in the Fund Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency 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 U.S. companies or of the U.S. government. Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid, and because these investments may be subject to increased economic, political, regulatory and other uncertainties. Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Fund’s investments or reduce the returns of the Fund. For example, the value of the Fund’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 33


  • Page 36

    Notes to Financial Statements weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Fund’s investments denominated in foreign currencies, the Fund’s positions in various foreign currencies may cause the Fund to experience investment losses due to the changes in exchange rates and interest rates. Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources. Derivatives Risk—The Fund may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities. 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. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions. NOTE H Joint Credit Facility A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $140 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 year ended July 31, 2012. NOTE I Distributions to Shareholders The tax character of distributions paid during the fiscal years ended July 31, 2012 and July 31, 2011 were as follows: 2012 2011 Distributions paid from: Ordinary income ................................................ $5,414,795 $1,278,061 Total distributions paid ........................................... $5,414,795 $1,278,061 34 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


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    Notes to Financial Statements As of July 31, 2012, the components of accumulated earnings/(deficit) on a tax basis were as follows: Accumulated capital and other losses ...................................... $(370,294,198)(a) Unrealized appreciation/(depreciation) ...................................... (96,523,895)(b) Total accumulated earnings/(deficit) ......................................... $(466,818,093) (a) On July 31, 2012, the Fund had a net capital loss carryforward of $361,026,145. At July 31, 2012, the Fund had a qualified late-year ordinary loss deferral of $9,268,053, which is deemed to arise on August 1, 2012. (b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the realization for tax purposes of gains/losses on certain derivative instruments, and the tax treatment of part- nerships and passive foreign investment companies (PFICs). For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post- enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation. As of July 31, 2012, the Fund had a net capital loss carryforward of $361,026,145 which will expire as follows: SHORT-TERM LONG-TERM AMOUNT AMOUNT EXPIRATION $ 147,558,432 $ n/a 2017 112,871,840 100,595,873 No expiration During the current fiscal year, permanent differences primarily due to reclassifications of foreign currency and foreign capital gains tax, the tax treatment of partnerships and real estate investment trusts (REITs), a dividend overdistribution and a net operating loss disallowance resulted in a net increase in distributions in excess of net investment income, a net decrease in accumulated net realized loss on investment and foreign currency transactions, and a net decrease in additional paid-in capital. These reclassifications had no effect on net assets. NOTE J Recent Accounting Pronouncement In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) related to disclosures about offsetting assets and liabilities in financial statements. The amendments in this update require an entity to disclose both gross and net information for derivatives and other financial instruments that are either offset in the statement ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 35


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    Notes to Financial Statements of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. The ASU is effective during interim or annual reporting periods beginning on or after January 1, 2013. At this time, management is evaluating the implication of this ASU and its impact on the financial statements has not been determined. NOTE K Subsequent Events Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date. 36 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


  • Page 39

    Financial Highlights FINANCIAL HIGHLIGHTS Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period Class A Year Ended July 31, 2012 2011 2010 2009 2008 Net asset value, beginning of period................................. $ 75.21 $ 63.67 $ 58.61 $ 64.34 $ 70.75 Income From Investment Operations Net investment income (loss)(a) ..... .07 (.41) .04 (.11) (.31) Net realized and unrealized gain (loss) on investment and foreign currency transactions ............. (17.18) 12.02 5.83 (5.64) (6.10) Contributions from Adviser .......... –0– –0– –0– .02 .00(b) Net increase (decrease) in net asset value from operations .............. (17.11) 11.61 5.87 (5.73) (6.41) Less: Dividends Dividends from net investment income ............................... (.38) (.07) (.81) –0– –0– Net asset value, end of period ...... $ 57.72 $ 75.21 $ 63.67 $ 58.61 $ 64.34 Total Return Total investment return based on net asset value(c)*................... (22.74)% 18.25 % 10.03 % (8.91)% (9.06)% Ratios/Supplemental Data Net assets, end of period (000’s omitted) ..................... $576,361 $882,945 $843,840 $834,209 $938,400 Ratio to average net assets of: Expenses ............................ 1.55 % 1.50 %(d) 1.55 %(d) 1.70 % 1.46 %(e) Net investment income (loss) .... .10 % (.55)%(d) .07 %(d) (.23)% (.43)% Portfolio turnover rate ................ 154 % 164 % 193 % 201 % 118 % See footnote summary on page 43. ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 37


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    Financial Highlights Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period Class B Year Ended July 31, 2012 2011 2010 2009 2008 Net asset value, beginning of period .................................. $ 64.65 $ 55.11 $ 51.23 $ 56.71 $ 62.88 Income From Investment Operations Net investment loss(a) ................... (.41) (.85) (.46) (.47) (.80) Net realized and unrealized gain (loss) on investment and foreign currency transactions ............... (14.71) 10.39 5.15 (5.02) (5.37) Contributions from Adviser............ –0– –0– –0– .01 .00(b) Net increase (decrease) in net asset value from operations ............... (15.12) 9.54 4.69 (5.48) (6.17) Less: Dividends Dividends from net investment income ................................. –0– –0– (.81) –0– –0– Net asset value, end of period ....... $ 49.53 $ 64.65 $ 55.11 $ 51.23 $ 56.71 Total Return Total investment return based on net asset value(c)* .................... (23.39)% 17.31 % 9.16 % (9.66)% (9.81)% Ratios/Supplemental Data Net assets, end of period (000’s omitted) ....................... $26,962 $55,473 $72,741 $104,726 $184,615 Ratio to average net assets of: Expenses .............................. 2.39 % 2.30 %(d) 2.35 %(d) 2.54 % 2.29 %(e) Net investment loss ................. (.76)% (1.33)%(d) (.84)%(d) (1.12)% (1.26)% Portfolio turnover rate .................. 154 % 164 % 193 % 201 % 118 % See footnote summary on page 43. 38 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


  • Page 41

    Financial Highlights Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period Class C Year Ended July 31, 2012 2011 2010 2009 2008 Net asset value, beginning of period................................... $ 64.96 $ 55.35 $ 51.42 $ 56.88 $ 63.01 Income From Investment Operations Net investment loss(a) ................... (.35) (.83) (.36) (.42) (.74) Net realized and unrealized gain (loss) on investment and foreign currency transactions ............... (14.79) 10.44 5.10 (5.06) (5.39) Contributions from Adviser ............ –0– –0– –0– .02 .00(b) Net increase (decrease) in net asset value from operations ............... (15.14) 9.61 4.74 (5.46) (6.13) Less: Dividends Dividends from net investment income ................................. –0– –0– (.81) –0– –0– Net asset value, end of period ........ $49.82 $64.96 $55.35 $51.42 $56.88 Total Return Total investment return based on net asset value(c)* ..................... (23.31)% 17.36 % 9.22 % (9.60)% (9.73)% Ratios/Supplemental Data Net assets, end of period (000’s omitted)........................ $78,410 $129,354 $121,020 $117,334 $138,553 Ratio to average net assets of: Expenses .............................. 2.30 % 2.24 %(d) 2.29 %(d) 2.45 % 2.20 %(e) Net investment loss.................. (.65)% (1.28)%(d) (.66)%(d) (.99)% (1.17)% Portfolio turnover rate .................. 154 % 164 % 193 % 201 % 118 % See footnote summary on page 43. ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 39


  • Page 42

    Financial Highlights Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period Advisor Class Year Ended July 31, 2012 2011 2010 2009 2008 Net asset value, beginning of period ................................... $ 78.60 $ 66.53 $ 61.03 $ 66.80 $ 73.24 Income From Investment Operations Net investment income (loss)(a) ........ .27 (.19) .35 .05 (.10) Net realized and unrealized gain (loss) on investment and foreign currency transactions ................ (17.98) 12.54 5.96 (5.84) (6.34) Contributions from Adviser ............. –0– –0– –0– .02 .00(b) Net increase (decrease) in net asset value from operations ................ (17.71) 12.35 6.31 (5.77) (6.44) Less: Dividends Dividends from net investment income .................................. (.66) (.28) (.81) –0– –0– Net asset value, end of period......... $ 60.23 $ 78.60 $ 66.53 $ 61.03 $ 66.80 Total Return Total investment return based on net asset value(c)* .......................... (22.50)% 18.58 % 10.35 % (8.64)% (8.79)% Ratios/Supplemental Data Net assets, end of period (000’s omitted) ................................. $74,474 $106,042 $63,376 $40,770 $31,546 Ratio to average net assets of: Expenses ............................... 1.25 % 1.19 %(d) 1.25 %(d) 1.40 % 1.17 %(e) Net investment income (loss) ....... .41 % (.25)%(d) .54 %(d) .11 % (.14)% Portfolio turnover rate ................... 154 % 164 % 193 % 201 % 118 % See footnote summary on page 43. 40 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


  • Page 43

    Financial Highlights Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period Class R Year Ended July 31, 2012 2011 2010 2009 2008 Net asset value, beginning of period ................................... $ 74.85 $ 63.46 $ 58.46 $ 64.10 $ 70.52 Income From Investment Operations Net investment income (loss)(a) ........ .06 (.50) .03 (.04) (.34) Net realized and unrealized gain (loss) on investment and foreign currency transactions ................ (17.10) 11.99 5.78 (5.62) (6.09) Contributions from Adviser ............. –0– –0– –0– .02 .01 Net increase (decrease) in net asset value from operations ................ (17.04) 11.49 5.81 (5.64) (6.42) Less: Dividends Dividends from net investment income .................................. (.37) (.10) (.81) –0– –0– Net asset value, end of period......... $ 57.44 $ 74.85 $ 63.46 $ 58.46 $ 64.10 Total Return Total investment return based on net asset value(c)* .......................... (22.75)% 18.11 % 9.95 % (8.80)% (9.11)% Ratios/Supplemental Data Net assets, end of period (000’s omitted) ................................. $7,548 $7,728 $5,896 $5,192 $3,904 Ratio to average net assets of: Expenses ............................... 1.60 % 1.61 %(d) 1.62 %(d) 1.61 % 1.48 % Net investment income (loss) ....... .09 % (.68)%(d) .05 %(d) (.09)% (.47)% Portfolio turnover rate ................... 154 % 164 % 193 % 201 % 118 % See footnote summary on page 43. ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 41


  • Page 44

    Financial Highlights Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period Class K Year Ended July 31, 2012 2011 2010 2009 2008 Net asset value, beginning of period ................................... $ 76.47 $ 64.80 $ 59.49 $ 65.02 $ 71.33 Income From Investment Operations Net investment income (loss)(a) ........ .30 (.26) .22 .11 (.16) Net realized and unrealized gain (loss) on investment and foreign currency transactions ................ (17.54) 12.21 5.90 (5.66) (6.15) Contributions from Adviser ............. –0– –0– –0– .02 .00(b) Net increase (decrease) in net asset value from operations ................ (17.24) 11.95 6.12 (5.53) (6.31) Less: Dividends Dividends from net investment income .................................. (.71) (.28) (.81) –0– –0– Net asset value, end of period......... $ 58.52 $ 76.47 $ 64.80 $ 59.49 $ 65.02 Total Return Total investment return based on net asset value(c)* .......................... (22.53)% 18.44 % 10.30 % (8.50)% (8.85)% Ratios/Supplemental Data Net assets, end of period (000’s omitted) ................................. $8,516 $5,509 $4,719 $4,352 $2,440 Ratio to average net assets of: Expenses ............................... 1.29 % 1.32 %(d) 1.30 %(d) 1.31 % 1.22 % Net investment income (loss) ....... .46 % (.34)%(d) .35 %(d) .23 % (.23)% Portfolio turnover rate ................... 154 % 164 % 193 % 201 % 118 % See footnote summary on page 43. 42 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


  • Page 45

    Financial Highlights Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period Class I Year Ended July 31, 2012 2011 2010 2009 2008 Net asset value, beginning of period... $ 77.88 $ 65.92 $ 60.31 $ 65.67 $ 71.77 Income From Investment Operations Net investment income (loss)(a) ........ .50 (.02) .44 .34 .13 Net realized and unrealized gain (loss) on investment and foreign currency transactions ................ (17.83) 12.44 5.98 (5.73) (6.24) Contributions from Adviser ............. –0– –0– –0– .03 .01 Net increase (decrease) in net asset value from operations ................ (17.33) 12.42 6.42 (5.36) (6.10) Less: Dividends Dividends from net investment income .................................. (.84) (.46) (.81) –0– –0– Net asset value, end of period......... $ 59.71 $ 77.88 $ 65.92 $ 60.31 $ 65.67 Total Return Total investment return based on net asset value(c)* .......................... (22.22)% 18.86 % 10.66 % (8.16)% (8.50)% Ratios/Supplemental Data Net assets, end of period (000’s omitted) ................................. $10,662 $15,646 $5,146 $2,977 $145 Ratio to average net assets of: Expenses ............................... .89 % .96 %(d) .98 %(d) 1.01 % .80 % Net investment income (loss) ....... .77 % (.02)%(d) .64 %(d) .71 % .17 % Portfolio turnover rate. .................. 154 % 164 % 193 % 201 % 118 % (a) Based on average shares outstanding. (b) Amount is less than $.005. (c) 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. (d) The ratio includes expenses attributable to costs of proxy solicitation. (e) Ratios reflect expenses grossed up, where applicable, for expense offset arrangement with the Transfer Agent. For the period shown below, the net expense ratios were as follows: Year Ended July 31, 2008 Class A .................................................................................. 1.45% Class B .................................................................................. 2.28% Class C .................................................................................. 2.19% Advisor Class........................................................................... 1.16% Class R .................................................................................. –0– Class K .................................................................................. –0– Class I.................................................................................... –0– * Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the years ended July 31, 2012, July 31, 2011, July 31, 2010, July 31, 2009 and July 31, 2008 by 0.07%, 0.04%, 0.42%, 0.24% and 0.32%, respectively. Includes the impact of proceeds received and credited to the Fund resulting from third party regulatory settlements, which enhanced the Fund’s performance for the year ended July 31, 2011 by 0.03%. See notes to financial statements. ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 43


  • Page 46

    Report of Independent Registered Public Accounting Firm REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of AllianceBernstein Global Thematic Growth Fund, Inc. We have audited the accompanying statement of assets and liabilities of AllianceBernstein Global Thematic Growth Fund, Inc. (the “Fund”) (formerly AllianceBernstein Global Technology Fund, Inc.), including the portfolio of investments, as of July 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Com- pany Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evi- dence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2012, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AllianceBernstein Global Thematic Growth Fund, Inc. at July 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles. New York, New York September 27, 2012 44 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


  • Page 47

    Tax Information 2012 FEDERAL TAX INFORMATION (unaudited) For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during the taxable year ended July 31, 2012. For corporate shareholders, 58.31% of dividends paid qualify for the divi- dends received deduction. For the taxable year ended July 31, 2012, the Fund designates $5,267,433 as the maximum amount that may be considered qualified dividend income for individual shareholders. Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your Form 1099-DIV which will be sent to you separately in January 2013. ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 45


  • Page 48

    Board of Directors BOARD OF DIRECTORS William H. Foulk, Jr.(1), Chairman Robert M. Keith, President and John H. Dobkin(1) Chief Executive Officer Michael J. Downey(1) Garry L. Moody(1) D. James Guzy(1) Marshall C. Turner, Jr.(1) Nancy P. Jacklin(1) Earl D. Weiner(1) OFFICERS Philip L. Kirstein, Vadim Zlotnikov(2), Vice President Senior Vice President and Independent Emilie D. Wrapp, Secretary Compliance Officer Joseph J. Mantineo, Treasurer and Joseph G. Carson(2), Vice President Chief Financial Officer Amy P. Raskin(2), Vice President Phyllis J. Clarke, Controller Catherine D. Wood(2), Vice President Custodian and Accounting Agent Transfer Agent State Street Bank and Trust Company AllianceBernstein Investor One Lincoln Street Services, Inc. Boston, MA 02111 P.O. Box 786003 San Antonio, TX 78278-6003 Principal Underwriter Toll-Free (800) 221-5672 AllianceBernstein Investments, Inc. 1345 Avenue of the Americas Independent Registered Public New York, NY 10105 Accounting Firm Ernst & Young LLP Legal Counsel 5 Times Square Seward & Kissel LLP New York, NY 10036 One Battery Park Plaza New York, NY 10004 (1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee. Mr. Foulk is the sole member of the Fair Value Pricing Committee. (2) The day-to-day management of, and investment decisions for, the Fund are made by the Adviser’s Global Thematic Growth Investment Team. Mses. Catherine D. Wood and Amy P. Raskin and Messrs. Joseph G. Carson and Vadim Zlotnikov, are the investment pro- fessionals with the most significant responsibility for the day-to-day management of the Fund. 46 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND


  • Page 49

    Management of the Fund MANAGEMENT OF THE FUND Board of Directors Information The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below. PRINCIPAL PORTFOLIOS OTHER OCCUPATION(S) IN FUND DIRECTORSHIPS NAME, DURING PAST FIVE YEARS COMPLEX HELD BY ADDRESS* AND AGE AND OTHER RELEVANT OVERSEEN BY DIRECTOR IN THE (YEAR FIRST ELECTED**) QUALIFICATIONS*** DIRECTOR PAST FIVE YEARS INTERESTED DIRECTOR Robert M. Keith,+ Senior Vice President of 99 None 1345 Avenue of the Americas AllianceBernstein L.P. (the New York, NY 10105 “Adviser”) and the head of 52 AllianceBernstein Investments, (2010) Inc. (“ABI”) since July 2008; Director of ABI and President of the AllianceBernstein Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser‘s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004. DISINTERESTED DIRECTORS William H. Foulk, Jr., #, ## Investment Adviser and an 99 None Chairman of the Board Independent Consultant since 80 prior to 2007. Previously, he was (1992) Senior Manager of Barrett Associates, Inc., a registered investment adviser. 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. He has served as a director or trustee of various AllianceBernstein Funds since 1983 and has been Chairman of the AllianceBernstein Funds and of the Independent Directors Committee of such Funds since 2003. He is also active in a number of mutual fund related organizations and committees. ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND • 47


  • Page 50

    Management of the Fund PRINCIPAL PORTFOLIOS OTHER OCCUPATION(S) IN FUND DIRECTORSHIPS NAME, DURING PAST FIVE YEARS COMPLEX HELD BY ADDRESS* AND AGE AND OTHER RELEVANT OVERSEEN BY DIRECTOR IN THE (YEAR FIRST ELECTED**) QUALIFICATIONS*** DIRECTOR PAST FIVE YEARS DISINTERESTED DIRECTORS (continued) John H. Dobkin, # Independent Consultant since 99 None 70 prior to 2007. Formerly, President (2005) of Save Venice, Inc. (preservation organization) from 2001-2002; 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. He has served as a director or trustee of various AllianceBernstein Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001-2008. Michael J. Downey, # Private Investor since prior to 99 Asia Pacific Fund, 68 2007. Formerly, managing Inc. and The (2005) partner of Lexington Capital, LLC Merger Fund (investment advisory firm) from since prior to December 1997 until December 2007, and 2003. From 1987 until 1993, Prospect Chairman and CEO of Prudential Acquisition Corp. Mutual Fund Management, (financial services) director of the Prudential mutual from 2007 until funds, and member of the 2009 Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AllianceBernstein Funds since 2005 and is a director of two other registered investment companies (and Chairman of one of them). D. James Guzy, # Chairman of the Board of PLX 99 Cirrus Logic 76 Technology (semi-conductors) Corporation (1982) and of SRC Computers, Inc., with (semi-conductors) which he has been associated and PLX since prior to 2007. He was a Technology (semi- director of Intel Corporation conductors) since (semi-conductors) from 1969 until prior to 2007 and 2008, and served as Chairman of Intel Corporation the Finance Committee of such (semi-conductors) company for several years until since prior to May 2008. He has served as a 2007 until 2008 director or trustee of one or more of the AllianceBernstein Funds since 1982. 48 • ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND

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