Seward & Kissel LLP
1200 G Street, N.W.
Washington, D.C. 20005
Telephone: (202) 737-8833
Facsimile: (202) 737-5184
www.sewkis.com
October 1, 2007
VIA EDGAR
Ms. Linda Stirling
Ms. Laura Hatch
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: AllianceBernstein Large Cap Growth Fund, Inc.
Prospectus/Proxy Statement
File No. 811-06730
Dear Ms. Stirling and Ms. Hatch:
This letter responds to comments of the staff (the "Staff") of the
Securities and Exchange Commission (the "SEC") to the Form N-14 Prospectus/Proxy
Statement filing for AllianceBernstein Large Cap Growth Fund, Inc. ("Large Cap
Growth") regarding the acquisitions by Large Cap Growth of Alliance All-Market
Advantage Fund, Inc. ("AMA") as provided orally to Young Seo of this office on
September 20, 2007 and September 21, 2007. The Staff's comments and our
responses are discussed below.(1)
- ----------
(1) Capitalized terms have the same meaning as in the Prospectus/Proxy
Statement unless otherwise defined.
Prospectus/Proxy Statement
- --------------------------
Comment 1: Questions and Answers: In the answer to Question #4, an
explanation should be provided for the Board's conclusion that
the Acquisition is in the best interests of AMA.
Response: We believe that an appropriate explanation of the factors
considered by the Portfolios' Board of Directors in approving the
proposed Acquisition is provided. We have not revised the
disclosure in response to this comment.
Comment 2: Proposal: The third paragraph in which the reason for the
possible difference in the market values of the AMA and Large Cap
Growth shares at closing is difficult to understand and needs to
be clarified.
Response: We have revised the disclosure in response to this comment.
Comment 3: Proposal: In the second to the last paragraph, an explanation
should be provided for the Board's conclusion that the
Acquisition is in the best interests of AMA.
Response: We believe that an appropriate explanation of the factors
considered by the Portfolios' Board of Directors in approving the
proposed Acquisition is provided. We have not revised the
disclosure in response to this comment.
Comment 4: Summary - Comparison of Operating Expense Ratios: The row
(also Acctg heading, "Combined Fund (pro forma)," in the chart should be
Comment) revised to state, "Large Cap Growth (pro forma)".
Response: We have revised the disclosure in response to this comment.
Comment 5: Summary - Comparison of Investment Advisory Fees: For Large Cap
Growth, the chart shows an advisory fee rate of .74% whereas the
text below states .75%. The difference should be reconciled.
Response: The advisory fee rate of .74% in the chart is for the period from
February 12, 2007 through June 30, 2007, which is the same time
period used for AMA during which AMA's advisory fee rate changed.
Large Cap Growth's advisory fee is tiered: .75% for the first
$2.5 billion, .65% for the next $2.5 billion and .60% in excess
of $5 billion.
Comment 6: Summary - Comparison of Investment Objectives and Policies: The
investment objectives of Large Cap Growth and AMA appear to be
different. The differences should be highlighted or a statement
to the effect that there is no practical difference should be
provided.
Response: Large Cap Growth and AMA have substantially the same investment
objectives: both Portfolios seek long-term growth of capital. AMA
seeks long-term growth of capital through all market conditions.
We do not believe this makes a practical difference and we have
not revised the disclosure in response to this comment.
Comment 7: Summary - Comparison of Investment Objectives and Policies: The
investment strategies of Large Cap Growth and AMA appear to be
different. In particular, the chart states that Large Cap Growth
invests in "stocks of large-capitalization companies" whereas AMA
invests in "equity securities." An explanation as to whether the
cap range is a factor should be provided.
Response: We have revised the disclosure in response to this comment.
Comment 8: Information about the Proposed Transaction - Introduction: The
approximate mailing date of the Prospectus/Proxy Statement should
be on the first page of the N-14.
Response: General Instructions D to Form N-14 provides that the prospectus
shall contain the information required by Form N-14 in lieu of
that required by Schedule 14A. Although Schedule 14A, Item 1(b)
requires the approximate mailing date to be stated on the first
page of the proxy statement, Form N-14 does not have such a
requirement. However, we have added the disclosure to the first
paragraph in Summary.
Comment 9: Information about the Proposed Transaction - Reasons for the
Acquisition: The last bullet point in the paragraph starting with
"At the Regular Meeting" should explain what aspects of the
portfolio management personnel were considered (for example,
whether the individuals or the teams are the same).
Response: We have revised the disclosure in response to this comment.
Comment 10: Information about the Proposed Transaction - Reasons for the
Acquisition: Because an explanation as to why the Acquisition is
being proposed was not provided earlier, it is difficult to see
the relevance of the factor stated in the fifth bullet point in
the paragraph starting with "The Directors also considered." More
information should be provided to explain the relevance of this
factor.
Response: We believe an extensive disclosure on the reasons for the
Acquisition has been provided. We have not revised the disclosure
in response to this comment.
Comment 11: Information about the Funds - Management of the Funds: A
description of business experience for the past five years should
be provided for the portfolio managers.
Response: We have revised the disclosure in response to this comment.
Comment 12: Appendix A - Fee Table -Annual Fund Operating Expenses: Although
(also Acctg footnote (b) regarding the advisory fee waiver for AMA states
Comment) that the fee waiver was in place since July 1, 2005, the "Waiver
and/or Expense Reimbursement" number in the chart appears to be
as of June 2005.
Response: As we have previously discussed, we believe that the distinction
between a voluntary and a contractual fee waiver only applies to
an open-end fund. However, we have revised the disclosure in
response to this comment.
Comment 13: Appendix A - Fee Table -Annual Fund Operating Expenses: The
management fee for Large Cap Growth is .72% in the chart as
opposed to .74% in the main text of the N-14. The chart also
shows the Combined Fund's management fee to be .74%. The
information should be verified.
Response: The management fee rate of .72% in the Fee Table chart is for the
fiscal year ended July 31, 2006. As noted in response to Comment
#5, the management fee rate of .74% is for the period from
February 12, 2007 to June 30, 2007. The management fee rate for
Large Cap Growth (pro forma) is .74% because of the tiered
advisory fee rate of Large Cap Growth and the estimated asset
base of the combined fund of greater than $2.5 billion.
Comment 14: Appendix A - Fee Table -Annual Fund Operating Expenses:
References to "Combined Fund" in the chart headings should be
revised to state, "Large Cap Growth (pro forma)".
Response: We have revised the disclosure in response to this comment.
Comment 15: Appendix A - Fee Table -Annual Fund Operating Expenses: "Other
(also Acctg Expenses" for the Combined Fund is 1.48% as opposed to 1.47% of
Comment) Large Cap Growth. An explanation for the increase should be
provided.
Response: We have revised the "Other Expenses" number for the Combined Fund
in response to this comment.
Comment 16: Appendix A - Fee Table -Annual Fund Operating Expenses: The
"After 5 Years" and "After 10 Years" "Example" numbers for the
Combined Fund is larger that those of Large Cap Growth. The
information should be verified.
Response: We have confirmed this information. The numbers for Large Cap
Growth are based on the expense ratio as of the fiscal year end,
July 31, 2006, of 1.47%. The numbers for the combined fund are
based on a pro forma expense ratio of 1.52%.
Comment 17: Appendix B - Comparison of Investment Objectives and Policies: If
"large-capitalization companies" is not defined in the main text,
it should be defined here ("80% Policy").
Response: We have revised the disclosure in response to this comment.
Comment 18: Appendix B - Comparison of Investment Objectives and Policies:
Differences in the investment objectives and policies should be
highlighted. If the policies are different or if the wording is
different, any difference should be highlighted or it should be
stated that there is no practical effect/difference. If there are
any practical differences, the risk profiles of the Funds would
also be different and should be revised.
Response: We have revised the disclosure in response to this comment.
Comment 19: Appendix B - Comparison of Investment Objectives and Policies: If
a Fund does not have a policy, it should be stated so. However,
regarding some of the policies such as "Non-U.S. Companies," it
appears that there should be a "yes/no" answer as to whether the
Fund can/cannot engage in a certain practice.
Response: We have revised the disclosure in response to this comment.
Comment 20: Appendix D - Description of Principal Risks of the Funds: To the
extent of the differences in Large Cap Growth's and AMA's
security selection, a disclosure should be provided regarding the
different risks.
Response: Both Portfolios invest in stocks of large-capitalization
companies.
Comment 21: Appendix D - Description of Principal Risks of the Funds: To the
extent there are differences in Large Cap Growth's and AMA's
investment policies, a disclosure should be provided regarding
the different risks.
Response: We have revised the disclosure in response to this comment.
SAI
- ---
Comment 22: The fact that Large Cap Growth's SAI is incorporated by reference
should be clearly stated.
Response: We have revised the disclosure in response to this comment.
Accounting Comments
- -------------------
Prospectus/Proxy Statement:
- ---------------------------
Comment 23: Questions and Answers: A statement regarding the projected
expenses of the acquisitions should be included in Questions and
Answers.
Response: We have revised the disclosure in response to this comment.
Comment 24: Summary - Comparison of the Fees: The fact that the former AMA
stockholders will be charged a sales load, if and when they buy
new shares of Large Cap Growth after the Acquisition, should be
disclosed.
Response: We have not revised the disclosure in response to this comment
because the disclosure in the Proxy/Prospectus applies to the
Acquisition and not to subsequent decisions of shareholders to
purchase shares of Large Cap Growth or any other
AllianceBernstein mutual fund.
Comment 25: Appendix A - Fee Table: Footnotes (a) to "Other Expenses" in the
Annual Fund Operating Expenses tables state that the numbers are
based on estimates. Explanation should be provided as to why they
are not the actual numbers.
Response: "Other Expense" numbers for AMA and Large Cap Growth are
estimated to reflect what the expenses would be for a full 12
months based on the average net assets as of June 30, 2007.
"Other Expense" number for the combined fund is estimated on a
pro forma basis.
Comment 26: Appendix A - Fee Table: The "Net Expenses" number for Large Cap
Growth in the Fee Table (1.47%) differs from the number in the
Financial Highlights table (1.56%).
Response: The number in the Fee Table is a fiscal year end number whereas
the Financial Highlights number, 1.56%, is as of January 1, 2007.
Comment 27: Appendix A - Fee Table: Once the fee waiver of .10% is removed
from the "Annual Fund Operating Expenses" table for AMA, the
"Examples" numbers should be revised.
Response: We have revised the disclosure in response to this comment.
Comment 28: Appendix I - Capitalization: Adjustment for the cost of the
acquisitions should be disclosed.
Response: We have revised the disclosure in response to this comment.
Comment 29: Verify that, within 30 days prior to the date of the filing, the
net assets of AMA did not exceed 10% of Large Cap Growth's net
assets.
Response: We verify that, within 30 days prior to the date of the filing,
the net assets of AMA did not exceed 10% of Large Cap Growth's
net assets.
* * *
We hereby acknowledge that (i) each Fund is responsible for the adequacy
and accuracy of the disclosures in the filings; (ii) Staff comments or changes
to disclosures in response to Staff comments in the filings reviewed by the
Staff do not foreclose the SEC from taking any action with respect to the
filing; and (iii) a Fund may not assert Staff comments as a defense in any
proceedings initiated by the SEC or any person under the federal securities laws
of the United States.
If you have any additional comments or questions, please contact Kathleen
Clarke or the undersigned at (202) 737-8833.
Sincerely,
/s/ Young Seo
cc: Andrew L. Gangolf, Esq.
Christina A. Morse, Esq.
Kathleen K. Clarke, Esq.
SK 00250 0205 812547 v1