UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number: 811-6730
AllianceBernstein Large Cap Growth Fund, Inc.
(Exact name of registrant as specified in charter)
1345 Avenue of the Americas, New York, New York 10105
(Address of principal executive offices) (Zip code)
Mark R. Manley
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105
(Name and address of agent for service)
Registrant's telephone number, including area code: (800) 221-5672
Date of fiscal year end: July 31, 2005
Date of reporting period: July 31, 2005
ITEM 1. REPORTS TO STOCKHOLDERS.
[LOGO] AllianceBernstein (R)
Investment Research and Management
AllianceBernstein Large Cap Growth Fund
July 31, 2005
Annual Report
ANNUAL REPORT
Investment Products Offered
================================
o Are Not FDIC Insured
o May Lose Value
o Are Not Bank Guaranteed
================================
The investment return and principal value of an investment in the Fund will
fluctuate as the prices of the individual securities in which it invests
fluctuate, so that your shares, when redeemed, may be worth more or less than
their original cost. You should consider the investment objectives, risks,
charges and expenses of the Fund carefully before investing. For a free copy of
the Fund's prospectus, which contains this and other information, visit our web
site at www.alliancebernstein.com or call your financial advisor or
AllianceBernstein at (800) 227-4618. Please read the prospectus carefully
before you invest.
You may obtain performance information current to the most recent month-end by
visiting www.alliancebernstein.com.
This shareholder report must be preceded or accompanied by the Fund's
prospectus for individuals who are not current shareholders of the Fund.
You may obtain a description of the Fund's proxy voting policies and procedures,
and information regarding how the Fund voted proxies relating to portfolio
securities during the most recent 12-month period ended June 30, without
charge. Simply visit AllianceBernstein's web site at www.alliancebernstein.com,
or go to the Securities and Exchange Commission's (the "Commission") web site at
www.sec.gov, or call AllianceBernstein at (800) 227-4618.
The Fund files its complete schedule of portfolio holdings with the Commission
for the first and third quarters of each fiscal year on Form N-Q. The Fund's
Forms N-Q are available on the Commission's web site at www.sec.gov. The Fund's
Forms N-Q may also be reviewed and copied at the Commission's Public Reference
Room in Washington, DC; information on the operation of the Public Reference
Room may be obtained by calling (800) SEC-0330. AllianceBernstein publishes
full portfolio holdings for the Fund monthly at www.alliancebernstein.com.
AllianceBernstein Investment Research and Management, Inc. is an affiliate of
Alliance Capital Management L.P., the manager of the funds, and is a member of
the NASD.
September 15, 2005
Annual Report
This report provides management's discussion of fund performance for
AllianceBernstein Large Cap Growth Fund (the "Fund") for the annual reporting
period ended July 31, 2005. Prior to December 15, 2004, the Fund was named
AllianceBernstein Premier Growth Fund.
Investment Objective and Policies
This open-end fund seeks long-term growth of capital by investing predominately
in the securities of a limited number of large, carefully selected, high-
quality U.S. companies that are judged likely to achieve superior earnings
growth. Normally, about 40 to 60 companies will be represented in the Fund's
portfolio,
with the 25 most highly regarded of these usually constituting 70% of the
Fund's net assets.
Investment Results
The table on page 4 shows the Fund's performance compared to its benchmark, the
Russell 1000 Growth Index, for the six- and 12-month periods ended July 31,
2005. The Fund outperformed its benchmark for both the six- and 12-month
periods ended July 31, 2005. For comparison to the overall market, returns for
the Standard & Poor's (S&P) 500 Stock Index, a common measure of the broad U.S.
stock market, have also been provided.
For the 12-month period ended July 31, 2005, the Fund outperformed its
benchmark due primarily to better stock selection in the health care and
technology sectors, as well as an overweighted position in the outperforming
consumer discretionary sector. The Fund gained some ground relative to the
benchmark in the producer durables sector due to good stock selection and in
the energy sector due to overweighting this best performing sector in the
benchmark during the annual period under review. The Fund modestly lagged the
benchmark in the financials sector due to its overweighted position in this
poorly performing sector.
For the six-month period ended July 31, 2005, the Fund outperformed its
benchmark. The Fund gained considerable ground on the benchmark in the
technology and health care sectors due to strong stock selection. The Fund
gained some ground relative to the benchmark in the producer durables and
energy sectors also due to good stock selection. The Fund modestly beat the
benchmark in the consumer discretionary sector as the benefit of better stock
selection exceeded the loss from overweighting this underperforming sector.
The Fund lost some ground to the benchmark in the financial services sector due
to subpar stock selection.
Market Review and Investment Strategy
For the 12-month period ended July 31, 2005, the most notable trend in the
large-capitalization U.S. equity markets was the continued outperformance of
value stocks over growth stocks, as the Russell 1000 Value Index was up 19.04%
while the Russell 1000 Growth Index gained 13.04%. The market's value bias over
the last 4.75 years ended March 31, 2005 was unprecedented both in length and
magnitude with the Russell 1000 Value Index outperforming the Russell 1000
Growth Index by 79% cumulatively.
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ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 1
From April 2005 through July 2005, growth has outperformed value.
The Fund is well positioned for a market that favors growth stocks. The long,
strong value cycle has reduced the premium for growth stocks relative to the
broad market to its lowest level in 25 years. And within growth, the fastest
growing companies are selling at valuations not very different from their less
promising counterparts. For the last several quarters, this anomalous situation
has afforded the Fund's Large Cap Growth Team the opportunity, at little
premium, to trade up to companies that the Team's research indicates are poised
to become tomorrow's growth leaders.
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2 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
HISTORICAL PERFORMANCE
An Important Note About the Value of Historical Performance
The performance shown on the following pages represents past performance and
does not guarantee future results. Current performance may be lower or higher
than the performance information shown. You may obtain performance information
current to the most recent month-end by visiting www.alliancebernstein.com.
The investment return and principal value of an investment in the Fund will
fluctuate, so that your shares, when redeemed, may be worth more or less than
their original cost. You should consider the investment objectives, risks,
charges and expenses of the Fund carefully before investing. For a free copy of
the Fund's prospectus, which contains this and other information, visit our web
site at www.alliancebernstein.com or call your financial advisor or
AllianceBernstein at (800) 227-4618. You should read the prospectus carefully
before you invest.
Returns are annualized for periods longer than one year. All fees and expenses
related to the operation of the Fund have been deducted. NAV returns do not
reflect sales charges; if sales charges were reflected, the Fund's quoted
performance would be lower. SEC returns reflect the applicable sales charges
for each share class: a 4.25% maximum front-end sales charge for Class A
shares; the applicable contingent deferred sales charge for Class B shares
(4% year 1, 3% year 2, 2% year 3, 1% year 4); a 1% 1 year contingent deferred
sales charge for Class C shares. Returns for Advisor Class, Class R, Class K
and Class I shares will vary due to different expenses associated with these
classes. Performance assumes reinvestment of distributions and does not account
for taxes.
Benchmark Disclosure
The unmanaged Russell 1000 Growth Index and the unmanaged Standard & Poor's
(S&P) 500 Stock Index do not reflect fees and expenses associated with the
active management of a mutual fund portfolio. The Russell 1000 Growth Index
contains those securities in the Russell 1000 Index with a greater-than-average
growth orientation. The unmanaged Russell 1000 Index is comprised of 1000 of
the largest capitalized companies that are traded in the United States. The S&P
500 Stock Index is comprised of 500 U.S. companies and is a common measure of
the performance of the overall U.S. stock market. Investors cannot invest
directly in indices, and their results are not indicative of the performance
for any specific investment, including the Fund.
A Word About Risk
The Fund concentrates its investments in a limited number of issues and an
investment in the Fund is therefore subject to greater risk and volatility than
investments in a more diversified portfolio. Growth investing does not
guarantee a profit or eliminate risk. The stocks of these companies can have
relatively high valuations. Because of these high valuations, an investment in
a growth stock can be more risky than an investment in a company with more
modest growth expectations. While the Fund invests principally in common stocks
and other equity securities, in order to achieve its investment objectives, the
Fund may at times use certain types of investment derivatives, such as options,
futures, forwards and swaps. These instruments involve risks different from,
and in certain cases, greater than, the risks presented by more traditional
investments. These risks are fully discussed in the Fund's prospectus.
(Historical Performance continued on next page)
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ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 3
HISTORICAL PERFORMANCE
(continued from previous page)
THE FUND VS. ITS BENCHMARK Returns
PERIODS ENDED JULY 31, 2005 6 Months 12 Months
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AllianceBernstein Large Cap Growth Fund
Class A 9.62% 17.63%
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Class B 9.16% 16.76%
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Class C 9.20% 16.86%
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Advisor Class 9.78% 18.04%
- -------------------------------------------------------------------------------
Class R 9.58% 17.54%
- -------------------------------------------------------------------------------
Class K** 8.85%*
- -------------------------------------------------------------------------------
Class I** 8.90%*
- -------------------------------------------------------------------------------
Russell 1000 Growth Index 6.64% 13.04%
- -------------------------------------------------------------------------------
S&P 500 Stock Index 5.45% 14.04%
- -------------------------------------------------------------------------------
* Since Inception. (See inception dates below.)
** Please note that this is a new share class offering for investors purchasing
shares through institutional pension plans. The inception date for Class K
and Class I shares is 3/1/05.
GROWTH OF A $10,000 INVESTMENT IN THE FUND
7/31/95 TO 7/31/05
S&P 500 Stock Index: $25,887
Russell 1000 Growth Index: $20,563
AllianceBernstein Large Cap Growth Fund Class A: $18,648
AllianceBernstein
Large Cap Growth Fund
Class A Russell 1000 Growth Index S&P 500 Stock Index
- -------------------------------------------------------------------------------
7/31/95 $ 9,575 $10,000 $10,000
7/31/96 $10,498 $11,552 $11,655
7/31/97 $17,345 $17,542 $17,728
7/31/98 $22,345 $21,036 $21,152
7/31/99 $27,581 $26,093 $25,424
7/31/00 $33,635 $32,455 $27,705
7/31/01 $21,765 $21,076 $23,738
7/31/02 $14,393 $15,017 $18,131
7/31/03 $15,172 $16,765 $20,060
7/31/04 $15,853 $18,191 $22,700
7/31/05 $18,648 $20,563 $25,887
This chart illustrates the total value of an assumed $10,000 investment in
AllianceBernstein Large Cap Growth Fund Class A shares (from 7/31/95 to
7/31/05) as compared to the performance of the Fund's benchmark, the Russell
1000 Growth Index, and the broad market, as represented by the S&P 500 Stock
Index. The chart reflects the deduction of the maximum 4.25% sales charge from
the initial $10,000 investment in the Fund and assumes the reinvestment of
dividends and capital gains.
See Historical Performance and Benchmark disclosures on previous page.
(Historical Performance continued on next page)
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4 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
HISTORICAL PERFORMANCE
(continued from previous page)
AVERAGE ANNUAL RETURNS AS OF JULY 31, 2005
- -------------------------------------------------------------------------------
NAV Returns SEC Returns
Class A Shares
1 Year 17.63% 12.65%
5 Years -11.13% -11.90%
10 Years 6.89% 6.43%
Class B Shares
1 Year 16.76% 12.76%
5 Years -11.79% -11.79%
10 Years(a) 6.29% 6.29%
Class C Shares
1 Year 16.86% 15.86%
5 Years -11.77% -11.77%
10 Years 6.14% 6.14%
Advisor Class Shares
1 Year 18.04%
5 Years -10.86%
Since Inception* 6.12%
Class R Shares
1 Year 17.54%
Since Inception* 8.42%
Class K Shares+
Since Inception* 8.85%
Class I Shares+
Since Inception* 8.90%
SEC AVERAGE ANNUAL RETURNS (WITH SALES CHARGES)
AS OF THE MOST RECENT CALENDAR QUARTER-END (JUNE 30, 2005)
- -------------------------------------------------------------------------------
Class A Shares
1 Year -0.55%
5 Years -12.89%
10 Years 6.41%
Class B Shares
1 Year -0.98%
5 Years -12.79%
10 Years(a) 6.26%
Class C Shares
1 Year 2.08%
5 Years -12.76%
10 Years 6.13%
(a) Assumes conversion of Class B shares into Class A shares after eight years.
* Inception dates: 10/1/96 for Advisor Class shares; 11/3/03 for Class R
shares; 3/1/05 for Class K and Class I shares.
+ Please note that this is a new share class offering for investors
purchasing shares through institutional pension plans. The inception
dates for these share classes are listed above.
See Historical Performance disclosures on page 3.
- -------------------------------------------------------------------------------
ALLIANCEBERNSTEIN Large Cap Growth FUND o 5
FUND EXPENSES
As a shareholder of the Fund, you incur two types of costs: (1) transaction
costs, including sales charges (loads) on purchase payments, contingent
deferred sales charges on redemptions and (2) ongoing costs, including
management fees; distribution (12b-1) fees; and other Fund expenses. This
example is intended to help you understand your ongoing costs (in dollars)
of investing in the Fund and to compare these costs with the ongoing costs of
investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of
the period and held for the entire period as indicated below.
Actual Expenses
The table below provides information about actual account values and actual
expenses. You may use the information, together with the amount you invested,
to estimate the expenses that you paid over the period. Simply divide your
account value by $1,000 (for example, an $8,600 account value divided by
$1,000 = 8.6), then multiply the result by the number under the heading
entitled "Expenses Paid During Period" to estimate the expenses you paid on
your account during this period.
Hypothetical Example for Comparison Purposes
The table below also provides information about hypothetical account values and
hypothetical expenses based on the Fund's actual expense ratio and an assumed
annual rate of return of 5% before expenses, which is not the Fund's actual
return. The hypothetical account values and expenses may not be used to
estimate the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the
Fund and other funds by comparing this 5% hypothetical example with the 5%
hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any transactional costs, such as sales
charges (loads), or contingent deferred sales charges on redemptions.
Therefore, the hypothetical example is useful in comparing ongoing costs only,
and will not help you determine the relative total costs of owning different
funds. In addition, if these transactional costs were included, your costs
would have been higher.
Beginning Ending
Account Value Account Value Expenses Paid
February 1, 2005 July 31, 2005 During Period*
---------------- ------------- --------------
Actual Hypothetical Actual Hypothetical** Actual Hypothetical
-------- ------------ -------- -------------- -------- ------------
Class A $1,000 $1,000 $1,096.17 $1,017.36 $ 7.80 $ 7.50
- -------------------------------------------------------------------------------
Class B $1,000 $1,000 $1,091.55 $1,013.64 $11.67 $11.23
Class C $1,000 $1,000 $1,092.00 $1,013.79 $11.52 $11.08
Advisor
Class $1,000 $1,000 $1,097.79 $1,018.84 $ 6.24 $ 6.01
Class R $1,000 $1,000 $1,095.81 $1,017.21 $ 7.95 $ 7.65
Class K+ $1,000 $1,000 $1,088.48 $1,016.53 $ 4.48 $ 4.32
Class I+ $1,000 $1,000 $1,089.04 $1,017.37 $ 3.61 $ 3.49
* Expenses are equal to the classes' annualized expense ratios of 1.50%,
2.25%, 2.22%, 1.20%, 1.53%, 1.03% and 0.83%, respectively, multiplied by
the average account value over the period, multiplied by the number of days
in the period/365.
** Assumes 5% return before expenses.
+ The account value and expenses for Class K and Class I shares are based on
the period from March 1, 2005 (commencement of distribution) through July
31, 2005.
- -------------------------------------------------------------------------------
6 o ALLIANCEBERNSTEIN Large Cap Growth Fund
PORTFOLIO SUMMARY
July 31, 2005
PORTFOLIO STATISTICS
Net Assets ($mil): $4,485.9
SECTOR BREAKDOWN*
33.1% Technology
22.9% Health Care
17.6% Consumer Services
9.4% Finance
5.4% Energy
3.6% Consumer Staples
3.5% Capital Goods
3.1% Consumer Manufacturing
0.5% Aerospace & Defense
0.9% Short-Term
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TEN LARGEST HOLDINGS
July 31, 2005
Percent of
Company U.S. $ Value Net Assets
- -------------------------------------------------------------------------------
Yahoo!, Inc. $ 193,368,666 4.3%
- -------------------------------------------------------------------------------
Google, Inc. Cl.A 175,850,136 3.9
- -------------------------------------------------------------------------------
Dell, Inc. 168,456,375 3.8
- -------------------------------------------------------------------------------
eBay, Inc. 167,884,574 3.7
- -------------------------------------------------------------------------------
Target Corp. 163,542,375 3.6
- -------------------------------------------------------------------------------
Apple Computer, Inc. 158,798,745 3.5
- -------------------------------------------------------------------------------
General Electric Co. 157,754,700 3.5
- -------------------------------------------------------------------------------
Genentech, Inc. 156,148,840 3.5
- -------------------------------------------------------------------------------
QUALCOMM, Inc. 155,649,835 3.5
- -------------------------------------------------------------------------------
St. Jude Medical, Inc. 155,353,088 3.5
- -------------------------------------------------------------------------------
$1,652,807,334 36.8%
* All data are as of July 31, 2005. The Fund's sector breakdown is expressed
as a percentage of total investments (excluding security lending collateral)
and may vary over time.
Please Note: The sector classifications presented herein are based on the
sector categorization methodology of the Adviser.
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AllianceBernstein Large Cap Growth Fund o 7
PORTFOLIO OF INVESTMENTS
July 31, 2005
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
COMMON STOCKS-99.5%
Technology-33.3%
Communication Equipment-8.3%
Corning, Inc.(a)* ........................... 4,811,450 $ 91,658,122
Juniper Networks, Inc.(a)* .................. 5,159,800 123,783,602
QUALCOMM, Inc. .............................. 3,941,500 155,649,835
--------------
371,091,559
--------------
Computer Hardware/Storage-8.6%
Apple Computer, Inc.(a) ..................... 3,723,300 158,798,745
Dell, Inc.(a) ............................... 4,162,500 168,456,375
EMC Corp.(a) ................................ 4,252,200 58,212,618
--------------
385,467,738
--------------
Computer Peripherals-1.0%
Network Appliance, Inc.(a)* ................. 1,810,850 46,194,784
--------------
Computer Software-1.0%
Microsoft Corp. ............................. 1,782,200 45,642,142
--------------
Internet Media-8.2%
Google, Inc. Cl.A(a) ........................ 611,100 175,850,136
Yahoo!, Inc.(a)* ............................ 5,799,900 193,368,666
--------------
369,218,802
--------------
Semiconductor Components-6.2%
Altera Corp.(a)* ............................ 1,794,900 39,254,463
Broadcom Corp. Cl.A(a)* ...................... 2,885,400 123,408,558
Marvell Technology Group, Ltd. (Bermuda)(a)* . 2,227,250 97,308,552
Texas Instruments, Inc. ...................... 474,200 15,060,592
--------------
275,032,165
--------------
1,492,647,190
--------------
Health Care-23.0%
Biotechnology-5.6%
Affymetrix, Inc.(a)* ......................... 649,800 30,339,162
Amgen, Inc.(a) ............................... 625,900 49,915,525
Genentech, Inc.(a) ........................... 1,748,000 156,148,840
Gilead Sciences, Inc.(a) ..................... 317,400 14,222,694
--------------
250,626,221
--------------
Drugs-3.2%
Eli Lilly & Co. .............................. 627,800 35,357,696
Teva Pharmaceutical Industries, Ltd. (ADR)
(Israel)* .................................... 3,391,100 106,480,540
--------------
141,838,236
--------------
Medical Products-8.2%
Alcon, Inc. (Switzerland)* ................... 921,300 105,534,915
St. Jude Medical, Inc.(a) .................... 3,276,800 155,353,088
Zimmer Holdings, Inc.(a)* .................... 1,309,800 107,875,128
--------------
368,763,131
--------------
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8 o AllianceBernstein Large Cap Growth Fund
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Medical Services-6.0%
UnitedHealth Group, Inc. ................. 2,404,930 $ 125,777,839
WellPoint, Inc.(a) ....................... 2,028,300 143,481,942
--------------
269,259,781
--------------
1,030,487,369
--------------
Consumer Services-17.7%
Advertising-0.1%
Lamar Advertising Co. Cl.A(a) ............ 119,600 5,263,596
--------------
Broadcasting & Cable-1.7%
The E.W. Scripps Co. Cl.A* ............... 1,503,280 75,960,738
--------------
Entertainment & Leisure-4.8%
Carnival Corp. (Panama)* ................. 872,900 45,739,960
eBay, Inc.(a) ........................... 4,018,300 167,884,574
--------------
213,624,534
--------------
Restaurants & Lodging-1.1%
Outback Steakhouse, Inc.* ............... 406,700 18,944,086
Starbucks Corp.(a) ...................... 588,100 30,904,655
--------------
49,848,741
--------------
Retail - General Merchandise-6.9%
Lowe's Cos., Inc.* ...................... 2,220,200 147,021,644
Target Corp.* ........................... 2,783,700 163,542,375
--------------
310,564,019
--------------
Miscellaneous-3.1%
Electronic Arts, Inc.(a)* ............... 2,389,900 137,658,240
--------------
792,919,868
--------------
Finance-9.4%
Brokerage & Money Management-4.0%
Franklin Resources, Inc.* ............... 682,793 55,183,330
Legg Mason, Inc.* ....................... 264,400 27,008,460
Merrill Lynch & Co., Inc. ............... 369,700 21,730,966
The Goldman Sachs Group, Inc. ........... 726,500 78,084,220
--------------
182,006,976
--------------
Insurance-4.8%
AFLAC, Inc. ............................. 679,750 30,656,725
American International Group, Inc. ...... 2,187,850 131,708,570
The Progressive Corp.* .................. 532,401 53,075,056
--------------
215,440,351
--------------
Miscellaneous-0.6%
Citigroup, Inc. ......................... 599,574 26,081,469
--------------
423,528,796
--------------
Energy-5.4%
Oil Service-5.4%
Halliburton Co.* ........................ 2,154,700 120,770,935
Nabors Industries, Ltd. (Bermuda)(a)* ... 1,884,860 123,364,087
--------------
244,135,022
--------------
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AllianceBernstein Large Cap Growth Fund o 9
Shares or
Principal
Amount
Company (000) U.S. $ Value
- ------------------------------------------------------------------------------
Consumer Staples-3.6%
Household Products-2.9%
Colgate-Palmolive Co. ..................... 455,500 $ 24,114,170
The Procter & Gamble Co.* ................. 1,928,400 107,276,892
---------------
131,391,062
---------------
Retail - Food & Drug-0.7%
Whole Foods Market, Inc. .................. 214,000 29,213,140
---------------
160,604,202
---------------
Capital Goods-3.5%
Miscellaneous-3.5%
General Electric Co. ...................... 4,572,600 157,754,700
---------------
Consumer Manufacturing-3.1%
Building & Related-3.1%
Pulte Homes, Inc.* ........................ 1,493,800 139,849,556
---------------
Aerospace & Defense-0.5%
Aerospace-0.5%
The Boeing Co. ............................ 319,750 21,106,698
---------------
Total Common Stocks
(cost $3,174,794,076) .................. 4,463,033,401
---------------
SHORT-TERM INVESTMENT-0.9%
Time Deposit-0.9%
State Street Euro Dollar
2.60%, 8/01/05
(cost $40,861,000) ..................... $ 40,861 40,861,000
---------------
Total Investment Before Security
Lending Collateral-100.4%
(cost $3,215,655,076) .................. 4,503,894,401
---------------
INVESTMENT OF CASH COLLATERAL
FOR SECURITIES LOANED-14.7%
Short-Term Investment
UBS Private Money Market Fund, LLC, 3.20%
(cost $659,929,705) .................... 659,929,705 659,929,705
---------------
Total Investments-115.1%
(cost $3,875,584,781) .................. 5,163,824,106
Other assets less liabilities-(15.1%) ..... (677,950,475)
---------------
Net Assets-100% ........................... $ 4,485,873,631
---------------
* Represents entire or partial securities out on loan. See Note E for
securities lending information.
(a) Non-income producing security.
Glossary:
ADR-American Depositary Receipt.
See notes to financial statements.
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10 o AllianceBernstein Large Cap Growth Fund
STATEMENT OF ASSETS & LIABILITIES
July 31, 2005
Assets
Investments in securities, at value
(cost $3,875,584,781--including investment of cash
collateral for securities loaned of $659,929,705).... $ 5,163,824,106(a)
Cash.................................................... 773
Receivable for investment securities sold............... 30,812,797
Receivable for capital stock sold....................... 9,061,699
Dividends and interest receivable....................... 1,218,065
---------------
Total assets............................................ 5,204,917,440
---------------
Liabilities
Payable for collateral on securities loaned............. 659,929,705
Payable for investment securities purchased............. 27,836,186
Payable for capital stock redeemed...................... 25,602,449
Advisory fee payable.................................... 2,659,849
Transfer Agent fee payable.............................. 925,804
Distribution fee payable................................ 484,546
Administrative fee payable.............................. 6,837
Accrued expenses........................................ 1,598,433
---------------
Total liabilities....................................... 719,043,809
---------------
Net Assets.............................................. $ 4,485,873,631
---------------
Composition of Net Assets
Capital stock, at par................................... $ 244,316
Additional paid-in capital.............................. 11,965,903,270
Accumulated net realized loss on investment
transactions......................................... (8,768,513,280)
Net unrealized appreciation of investments.............. 1,288,239,325
---------------
$ 4,485,873,631
---------------
Calculation of Maximum Offering Price Per Share
Net Asset Value and: Maximum
-------------------
Shares Offering Redemption Offering
Class Net Assets Outstanding Price Price Price*
- -------------------------------------------------------------------------------
A $1,348,678,190 70,427,496 -- $19.15 $20.00
- -------------------------------------------------------------------------------
B $1,559,369,483 90,227,850 $ 17.28 -- --
- -------------------------------------------------------------------------------
C $ 536,803,489 30,975,149 $ 17.33 -- --
- -------------------------------------------------------------------------------
Advisor $1,040,893,870 52,678,586 $ 19.76 $19.76 --
- -------------------------------------------------------------------------------
R $ 106,824 5,593.15 $ 19.10 $19.10 --
- -------------------------------------------------------------------------------
K $ 10,885 567.22 $ 19.19 $19.19 --
- -------------------------------------------------------------------------------
I $ 10,890 567.22 $ 19.20 $19.20 --
- -------------------------------------------------------------------------------
* The maximum offering price per share for Class A shares includes a sales
charge of 4.25%.
(a) Includes securities on loan with a value of $631,447,644 (see Note E).
See notes to financial statements.
- -------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 11
STATEMENT OF OPERATIONS
Year Ended July 31, 2005
Investment Income
Dividends (net of foreign taxes withheld
of $281,103)........................ $ 30,274,371
Interest............................... 695,383 $ 30,969,754
---------------
Expenses
Advisory fee........................... 33,566,729
Distribution fee--Class A.............. 4,224,470
Distribution fee--Class B.............. 16,895,172
Distribution fee--Class C.............. 5,856,032
Distribution fee--Class R.............. 412
Distribution fee--Class K.............. 10
Transfer agency........................ 21,219,549
Printing............................... 1,220,631
Custodian.............................. 465,933
Registration fees...................... 143,319
Legal.................................. 92,173
Administrative......................... 81,420
Audit.................................. 60,579
Directors' fees and expenses........... 21,884
Miscellaneous.......................... 187,309
---------------
Total expenses......................... 84,035,622
Less: expenses waived by the Adviser
(see Note B)........................ (1,417,126)
Less: expense offset arrangement
(see Note B)........................ (65,491)
---------------
Net expenses........................... 82,553,005
---------------
Net investment loss.................... (51,583,251)
---------------
Realized and Unrealized Gain
on Investment Transactions
Net realized gain on investment
transactions........................ 287,552,147
Net change in unrealized
appreciation/depreciation
of investments...................... 490,377,829
---------------
Net gain on investment transactions.... 777,929,976
---------------
Net Increase in Net Assets from
Operations.......................... $ 726,346,725
---------------
See notes to financial statements.
- -------------------------------------------------------------------------------
12 o AllianceBernstein Large Cap Growth Fund
STATEMENT OF CHANGES IN NET ASSETS
Year Ended Year Ended
July 31, July 31,
2005 2004
--------------- ---------------
Increase (Decrease) in Net Assets
from Operations
Net investment loss.................... $ (51,583,251) $ (73,384,434)
Net realized gain on investment
transactions........................ 287,552,147 501,121,657
Net change in unrealized appreciation/
depreciation of investments......... 490,377,829 (130,895,371)
--------------- ---------------
Net increase in net assets
from operations..................... 726,346,725 296,841,852
Capital Stock Transactions
Net decrease........................... (1,090,829,489) (1,610,249,942)
--------------- ---------------
Total decrease......................... (364,482,764) (1,313,408,090)
Net Assets
Beginning of period.................... 4,850,356,395 6,163,764,485
--------------- ---------------
End of period, (including accumulated
net investment income of $0
and $0, respectively)............... $ 4,485,873,631 $ 4,850,356,395
=============== ===============
See notes to financial statements.
- -------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 13
NOTES TO FINANCIAL STATEMENTS
July 31, 2005
NOTE A
Significant Accounting Policies
AllianceBernstein Large Cap Growth Fund, Inc. (the "Fund"), formerly
AllianceBernstein Premier Growth Fund, Inc., organized as a Maryland corporation
on July 9, 1992, 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. Class B shares purchased before July 11, 1998 will
convert to Class A shares six years after the end of the calendar month of
purchase. Class B shares purchased on or after July 11, 1998 will 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 each class bears different distribution expenses and has exclusive
voting rights with respect to its distribution plan. The financial statements
have been prepared in conformity with U.S. generally accepted accounting
principles which require management to make certain estimates and assumptions
that affect the reported amounts of assets and liabilities in the financial
statements and amounts of income and expenses during the reporting period.
Actual results could differ from those estimates. Additional information about
some of the items discussed in these Notes to Financial Statements is contained
in the Fund's Statement of Additional Information, which is available upon
request. The following is a summary of significant accounting policies followed
by the Fund.
1. Security Valuation
Portfolio securities are valued at their current market value determined on the
basis of market quotations or, if market quotations are not readily available or
are deemed unreliable, at "fair value" as determined in accordance with
procedures established by and under the general supervision of the Fund's Board
of Directors.
In general, the market value of securities which are readily available and
deemed reliable are determined as follows. Securities listed on a national
securities exchange or on a foreign securities exchange are valued at the last
sale price at the close of the exchange or foreign securities exchange. If there
has been no sale on such day, the securities are valued at the mean of the
closing bid and asked prices
- -------------------------------------------------------------------------------
14 o AllianceBernstein Large Cap Growth Fund
on such day. Securities listed on more than one exchange are valued by
reference to the principal exchange on which the securities are traded;
securities not listed on an exchange but traded on The NASDAQ Stock Market,
Inc. ("NASDAQ") are valued in accordance with the NASDAQ Official Closing
Price; listed put or call options are valued at the last sale price. If there
has been no sale on that day, such securities will be valued at the closing
bid prices on that day; open futures contracts and options thereon are valued
using the closing settlement price or, in the absence of such a price, the most
recent quoted bid price. If there are no quotations available for the day of
valuation, the last available closing settlement price is used; securities
traded in the over-the-counter market, ("OTC") (but excluding securities traded
on NASDAQ) are valued at the mean of the current bid and asked prices as
reported by the National Quotation Bureau or other comparable sources; U.S.
Government securities and other debt instruments having 60 days or less
remaining until maturity are valued at amortized cost if their original
maturity was 60 days or less; or by amortizing their fair value as of the 61st
day prior to maturity if their original term to maturity exceeded 60 days;
fixed-income securities, including mortgage backed and asset backed securities,
may be valued on the basis of prices provided by a pricing service or at a
price obtained from one or more of the major broker/dealers. In cases where
broker/dealer quotes are obtained, Alliance Capital Management, L.P. (the
"Adviser") may establish procedures whereby changes in market yields or spreads
are used to adjust, on a daily basis, a recently obtained quoted price on a
security; and OTC and other derivatives are valued on the basis of a quoted bid
price or spread from a major broker/dealer in such security.
Securities for which market quotations are not readily available (including
restricted securities) or are deemed unreliable are valued at fair value.
Factors considered in making this determination may include, but are not
limited to, information obtained by contacting the issuer, analysts, analysis
of the issuer's financial statements or other available documents. In addition,
the Fund may use fair value pricing for securities primarily traded in non-U.S.
markets because, most foreign markets close well before the Fund values its
securities at 4:00 p.m., Eastern Time. The earlier close of these foreign
markets gives rise to the possibility that significant events, including broad
market moves, may have occurred in the interim and may materially affect the
value of those securities. To account for this, the Fund may frequently value
many of its foreign equity securities using fair value prices based on third
party vendor modeling tools to the extent available.
2. Currency Translation
Assets and liabilities denominated in foreign currencies and commitments under
forward exchange currency contracts are translated into U.S. dollars at the
mean of the quoted bid and asked prices of such currencies against the U.S.
dollar. Purchases and sales of portfolio securities are translated into U.S.
dollars at the rates of exchange prevailing when such securities were acquired
or sold. Income
- -------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 15
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 foreign investment transactions, and the difference between the
amounts of dividends, interest and foreign withholding taxes recorded on the
Fund's books and the U.S. dollar equivalent amounts actually received or paid.
Net unrealized currency gains and losses from valuing foreign currency
denominated assets and liabilities at period end exchange rates are reflected
as a component of net unrealized appreciation or depreciation of investments
and foreign currency denominated assets and liabilities.
3. Taxes
It is the Fund's policy to meet the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute all of its
investment company taxable income and net realized gains, if any, to
shareholders. Therefore, no provisions for federal income or excise taxes are
required. The Fund may be subject to taxes imposed by countries in which it
invests. Such taxes are generally based on income and/or capital gains earned
or repatriated. Taxes are accrued and applied to net investment income, net
realized gains and net unrealized appreciation/depreciation as such income
and/or gains are earned.
4. Investment Income and Investment Transactions
Dividend income is recorded on the ex-dividend date or as soon as the Fund is
informed of the dividend. Interest income is accrued daily. Investment
transactions are accounted for on the trade date the securities are purchased or
sold. Investment gains and losses are determined on the identified cost basis.
The Fund amortizes premiums and accretes discounts as adjustments to interest
income.
5. Income and Expenses
All income earned and expenses incurred by the Fund are borne on a pro-rata
basis by each outstanding class of shares, based on the proportionate interest
in the Fund represented by the net assets of such class, except that the Fund's
Class B and Class C shares bear higher distribution and transfer agent fees
than Class A, Advisor Class, Class R, Class K and Class I shares. Advisor Class
and Class I shares have no distribution fees.
6. Dividends and Distributions
Dividends and distributions to shareholders, if any, are recorded on the
ex-dividend date. Income dividends and capital gains distributions are
determined in accordance with federal tax regulations and may differ from those
determined in accordance with U.S. generally accepted accounting principles. To
the extent
- ------------------------------------------------------------------------------
16 o AllianceBernstein Large Cap Growth Fund
these differences are permanent, such amounts are reclassified within the
capital accounts based on their federal tax basis treatment; temporary
differences, do not require such reclassification.
NOTE B
Advisory Fee and Other Transactions with Affiliates
Until September 6, 2004, under the terms of an investment advisory agreement,
the Fund paid the Adviser an advisory fee at an annual rate of 1.00% of the
Fund's average daily net assets up to $5 billion, .95% of the next $2.5
billion, .90% of the next $2.5 billion, and .85% of the Fund's average daily
net assets over $10 billion. Effective September 7, 2004, the terms of the
investment advisory agreement were amended so that the advisory fee was reduced
to an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5
billion and .60% in excess of $5 billion of the Fund's average daily net
assets. The fee is accrued daily and paid monthly.
Effective January 1, 2004 through September 6, 2004, in contemplation of the
final agreement with the Office of New York Attorney General ("NYAG"), the
Adviser began waiving a portion of its advisory fee so as to charge the Fund at
the reduced annual rate discussed above. From August 1, 2004 through September
6, 2004, such waiver amounted to $1,417,126. For a more complete discussion of
the Adviser's settlement with the NYAG, please see "Legal Proceedings" below.
Pursuant to the advisory agreement, the Fund paid $81,420 to the Adviser
representing the cost of certain legal and accounting services provided to the
Fund by the Adviser for the year ended July 31, 2005.
The Fund compensates Alliance Global Investor Services, Inc. (AGIS), a
wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for
providing personnel and facilities to perform transfer agency services for the
Fund. Such compensation amounted to $11,188,540 for the year ended July 31,
2005.
For the year ended July 31, 2005, the Fund's expenses were reduced by $65,491
under an expense offset arrangement with AGIS.
AllianceBernstein Investment Research and Management, Inc., (the
"Distributor"), a wholly-owned subsidiary of the Adviser, serves as the
distributor of the Fund's shares. The Distributor has advised the Fund that it
has retained front-end sales charges of $31,554 from the sale of Class A shares
and received $45,277, $1,365,296 and $47,511 in contingent deferred sales
charges imposed upon redemptions by shareholders of Class A, Class B and Class
C shares, respectively, for the year ended July 31, 2005.
- -------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 17
Brokerage commissions paid on investment transactions for the year ended July
31, 2005 amounted to $6,936,024, of which $584,737 and $0, respectively, was
paid to Sanford C. Bernstein &Co. LLC and Sanford C. Bernstein Limited,
affiliates of the Adviser.
NOTE C
Distribution Services Agreement
The Fund has adopted a Distribution Services Agreement (the "Agreement")
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the
Agreement, the Fund pays distribution and servicing fees to the Distributor at
an annual rate of up to .50% of the Fund's average daily net assets
attributable to Class A and Class R shares, 1% of the Fund's average daily net
assets attributable to both Class B and Class C 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 Directors currently limit payments
under the Class A plan to .30% of the average net assets attributable to
Class A shares. The Agreement provides that the Distributor will use such
payments in their entirety for distribution assistance and promotional
activities. The Distributor has incurred expenses in excess of the distribution
costs reimbursed by the Fund in the amounts of $199,004,240, $16,546,563, $0
and $0 for Class B, Class C, Class R and Class K shares, respectively; such
costs may be recovered from the Fund in future periods so long as the Agreement
is in effect. In accordance with the Agreement, there is no provision for
recovery of unreimbursed distribution costs incurred by the Distributor beyond
the current fiscal year for Class A shares. The Agreement also provides that
the Adviser may use its own resources to finance the distribution of the
Fund's shares.
NOTE D
Investment Transactions
Purchases and sales of investment securities (excluding short-term investments)
for the year ended July 31, 2005, were as follows:
Purchases Sales
--------------- ---------------
Investment securities (excluding
U.S. government securities)......... $ 2,545,851,934 $ 3,688,423,982
U.S. government securities............. -0- -0-
The cost of investments for federal income tax purposes, gross unrealized
appreciation and unrealized depreciation are as follows:
Cost.................................................... $ 3,920,694,265
---------------
Gross unrealized appreciation........................... $ 1,251,222,021
Gross unrealized depreciation........................... (8,092,180)
---------------
Net unrealized appreciation............................. $ 1,243,129,841
---------------
- -------------------------------------------------------------------------------
18 o AllianceBernstein Large Cap Growth Fund
NOTE E
Securities Lending
The Fund has entered into a securities lending agreement with UBS Warburg LLC
(the "Lending Agent"). Under the terms of the agreement, the Lending Agent, on
behalf of the Fund, administers the lending of portfolio securities to certain
broker-dealers. In return, the Fund receives fee income from the lending
transactions or it retains a portion of interest on the investment of any cash
received as collateral. The Fund also continues to receive dividends or
interest on the securities loaned. Unrealized gain or loss on the value of the
securities loaned that may occur during the term of the loan will be
reflected in the accounts of the Fund. All loans are continuously secured by
collateral exceeding the value of the securities loaned. All collateral
consists of either cash or U.S. government securities. The Lending Agent may
invest the cash collateral received in an eligible money market vehicle in
accordance with the investment restrictions of the Fund. The Lending Agent will
indemnify the Fund for any loss resulting from a borrower's failure to return a
loaned security when due. As of July 31, 2005, the Fund had loaned securities
with a value of $631,447,644 and received cash collateral which was invested in
a money market fund valued at $659,929,705 as included in the accompanying
portfolio of investments. For the year ended July 31, 2005, the Fund earned
fee income of $190,958 which is included in interest income in the accompanying
statement of operations.
NOTE F
Capital Stock
There are 21,000,000,000 shares of $0.001 par value capital stock authorized,
divided into seven classes, designated Class A, Class B, Class C, Advisor
Class, Class R, Class K and Class I shares. Each Class consists of
3,000,000,000 authorized shares. Transactions in capital stock were as
follows:
Shares Amount
Year Ended Year Ended Year Ended Year Ended
July 31, July 31, July 31, July 31,
2005 2004 2005 2004
-----------------------------------------------------------
Class A
Shares sold 9,120,152 22,142,147 $ 158,058,675 $ 362,093,487
- -------------------------------------------------------------------------------
Shares converted
from Class B 1,194,471 12,367,013 21,393,988 207,109,956
- -------------------------------------------------------------------------------
Shares redeemed (35,137,620) (52,071,421) (610,166,042) (859,183,244)
- -------------------------------------------------------------------------------
Net decrease (24,822,997) (17,562,261) $(430,713,379) $(289,979,801)
- -------------------------------------------------------------------------------
Class B
Shares sold 3,076,383 6,096,721 $ 48,139,464 $ 92,021,760
- -------------------------------------------------------------------------------
Shares converted
to Class A (1,325,136) (13,564,017) (21,393,988) (207,109,956)
- -------------------------------------------------------------------------------
Shares redeemed (37,997,391) (53,215,096) (595,688,318) (807,847,772)
- -------------------------------------------------------------------------------
Net decrease (36,246,144) (60,682,392) $(568,942,842) $(922,935,968)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 19
Shares Amount
Year Ended Year Ended Year Ended Year Ended
July 31, July 31, July 31, July 31,
2005 2004 2005 2004
- -------------------------------------------------------------------------------
Class C
Shares sold 1,152,760 2,951,936 $ 18,127,392 $ 44,281,840
- -------------------------------------------------------------------------------
Shares redeemed (15,133,060) (23,945,640) (237,393,792) (363,830,595)
- -------------------------------------------------------------------------------
Net decrease (13,980,300) (20,993,704) $(219,266,400) $(319,548,755)
- -------------------------------------------------------------------------------
Advisor Class
Shares sold 12,095,279 11,410,512 $ 216,904,743 $ 194,635,966
- -------------------------------------------------------------------------------
Shares redeemed (4,934,526) (15,554,730) (88,916,350) (272,431,384)
- -------------------------------------------------------------------------------
Net increase
(decrease) 7,160,753 (4,144,218) $ 127,988,393 $ (77,795,418)
- -------------------------------------------------------------------------------
Year Ended November 3, Year Ended November 3,
July 31, 2003(a) to July 31, 2003(a) to
2005 July 31, 2004 2005 July 31, 2004
- -------------------------------------------------------------------------------
Class R
Shares sold 5,735 603 $ 97,611 $ 10,000
- -------------------------------------------------------------------------------
Shares redeemed (744) -0- (12,872) -0-
- -------------------------------------------------------------------------------
Net increase 4,991 603 $ 84,739 $ 10,000
- -------------------------------------------------------------------------------
March 1, March 1,
2005(a) to 2005(a) to
July 31, 2005 July 31, 2005
- -------------------------------------------------------------------------------
Class K
Shares sold 567 $ 10,000
- -------------------------------------------------------------------------------
Net increase 567 $ 10,000
- -------------------------------------------------------------------------------
Class I
Shares sold 567 $ 10,000
- -------------------------------------------------------------------------------
Net increase 567 $ 10,000
- -------------------------------------------------------------------------------
(a) Commencement of distributions.
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
exchange rates and the possibility of the future political and economic
developments which could adversely affect the value of such securities.
Moreover, securities of many foreign companies or foreign governments and
their markets may be less liquid and their prices more volatile than those
of comparable United States companies or of the United States Government.
Indemnification Risk--In the ordinary course of business, the Fund enters into
contracts that contain a variety of indemnifications. The Fund's maximum
exposure under these arrangements is unknown. However, the Fund has not had
prior
- -------------------------------------------------------------------------------
20 o AllianceBernstein Large Cap Growth Fund
claims or losses pursuant to these indemnification provisions and expects the
risk of loss thereunder to be remote.
NOTE H
Joint Credit Facility
A number of open-end mutual funds managed by the Adviser, including the Fund,
participate in a $250 million revolving credit facility (the "Facility")
intended to provide short-term financing if necessary, subject to certain
restrictions in connection with abnormal redemption activity. Commitment fees
related to the Facility are paid by the participating funds and are included in
miscellaneous expenses in the statement of operations. The Fund did not utilize
the Facility during the year ended July 31, 2005.
NOTE I
Components of Accumulated Earnings (Deficit)
As of July 31, 2005, the components of accumulated earnings/(deficit) on a tax
basis were as follows:
Accumulated capital and other losses................... $(8,723,403,793)(a)
Unrealized appreciation/(depreciation)................. 1,243,129,841(b)
----------------
Total accumulated earnings/(deficit)................... $(7,480,273,952)
----------------
(a) On July 31, 2005, the Fund had a net capital loss carryforward of
$8,723,403,793, of which $5,548,844,576 expires in the year 2009,
$2,082,402,414 expires in the year 2010 and $1,092,156,803 which expires in
the year 2011. To the extent future capital gains are offset by capital
loss carryforward, such gains will not be distributed.
(b) The difference between book-basis and tax-basis unrealized
appreciation/(depreciation) is attributable primarily to the tax deferral
of losses on wash sales. During the fiscal year, the Fund utilized capital
loss carryforward of $235,364,533.
During the current fiscal year, permanent differences, primarily due to a net
investment loss and a return of capital from underlying investments, resulted
in a net decrease in accumulated net investment loss and accumulated net
realized loss on investment transactions and a corresponding decrease in
additional paid in capital. This reclassification had no effect on net assets.
NOTE J
Legal Proceedings
On September 12, 2002, a complaint entitled Lawrence E. Jaffe Pension Plan,
Lawrence E. Jaffe Trustee U/A 1198 v. Alliance Capital Management L.P., Alfred
Harrison and Alliance Premier Growth Fund, Inc. ("Jaffe Complaint") was filed
in federal district court in the Southern District of New York against the
Adviser, Alfred Harrison and the Fund, alleging violation of the 1940 Act. The
Jaffe Complaint alleges that the defendants breached their fiduciary duties of
loyalty, care and good faith to the Fund by causing the Fund to invest in the
securities of Enron Corp. ("Enron") and that the agreements between the Fund
and the Adviser violated the 1940 Act because all of the directors of the Fund
should be
- -------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 21
deemed interested under the 1940 Act. Plaintiff seeks damages equal to the
Fund's losses as a result of the Fund's investment in shares of Enron and a
recovery of all fees paid to the Adviser beginning November 1, 2000. On March
24, 2003, the court granted the Adviser's motion to transfer the Jaffe
Complaint to the United States District Court for the District of New Jersey.
The Fund is no longer named as a defendant in this case. On January 23, 2004,
defendants moved to dismiss the Jaffe Complaint. On May 23, 2005 the District
Court granted the defendants' motion and dismissed the Complaint. Plaintiff has
not filed an appeal. The Adviser believes that plaintiff's allegations in the
Jaffe Complaint are without merit and intend to vigorously defend against these
allegations.
On December 13, 2002, a complaint entitled Patrick J. Goggins et al. v.
Alliance Capital Management L.P. et al. ("Goggins Complaint") was filed in
federal district court in the Southern District of New York against the
Adviser, the Fund and individual directors and certain officers of the Fund.
The Goggins Complaint alleges that defendants violated the Securities Act,
because the Fund's registration statements and prospectuses allegedly were
materially misleading, contained untrue statements of material fact and omitted
material facts in describing the strategic objectives and investment strategies
of the Fund in relation to its investments, including its investments in Enron
securities. Plaintiffs seek rescissory relief or an unspecified amount of
compensatory damages. The Adviser's time to move, answer or otherwise respond
to the Goggins Complaint is currently stayed. On January 23, 2004, defendants
moved to dismiss the Goggins Complaint. On December 10, 2004, the court granted
Alliance Capital's motion and dismissed the case.On January 5, 2005, plaintiff
appealed the court's decision. The Adviser, the Fund and the other defendants
believe the plaintiffs' allegations in the Goggins Complaint are without merit
and intend to vigorously defend against these allegations.
On October 1, 2003, a class action complaint entitled Erb, et al. v. Alliance
Capital Management L.P. was filed in the Circuit Court of St. Clair County,
Illinois, against the Adviser. The plaintiff, purportedly a shareholder in the
Fund, alleges that the Adviser breached unidentified provisions of the Fund's
prospectus and subscription and confirmation agreements that allegedly required
that every security bought for the Fund's portfolio must be a "1-rated" stock,
the highest rating that the Adviser's research analysts could assign. Plaintiff
alleges that the Adviser impermissibly purchased shares of stocks that were not
1-rated. On June 24, 2004, plaintiff filed an amended complaint. The amended
complaint makes allegations similar to those contained in the previous
complaint, however, it adds a new plaintiff and seeks to allege claims on
behalf of a purported class of persons or entities holding an interest in any
portfolio managed by the Adviser's Large Cap Growth Team. The amended complaint
alleges that the Adviser breached its contracts with these persons or entities
by impermissibly purchasing shares of stocks that were not 1-rated. Plaintiffs
seek rescission of all purchases of any non-1-rated stocks the Adviser made for
the Fund and other Large Cap Growth Team clients' portfolios over the past
eight years, as well as an
- -------------------------------------------------------------------------------
22 o AllianceBernstein Large Cap Growth Fund
unspecified amount of damages. On July 13, 2004, the Adviser removed the Erb
action to the United States District Court for the Southern District of
Illinois on the basis that plaintiffs' claims are preempted under the
Securities Litigation Uniform Standards Act. On August 30, 2004, the District
Court remanded the action to the Circuit Court. On September 15, 2004, the
Adviser filed a notice of appeal with respect to the District Court's order. On
September 2, 2005, the Adviser's appeal was denied. The Adviser believes that
plaintiffs' allegations in the amended Erb complaint are without merit and
intends to vigorously defend against these allegations.
As has been previously reported, the staff of the U.S. Securities and Exchange
Commission ("SEC") and the NYAG have been investigating practices in the mutual
fund industry identified as "market timing" and "late trading" of mutual fund
shares. Certain other regulatory authorities have also been conducting
investigations into these practices within the industry and have requested that
the Adviser provide information to them. The Adviser has been cooperating and
will continue to cooperate with all of these authorities.
On December 18, 2003, the Adviser confirmed that it had reached terms with the
SEC and the NYAG for the resolution of regulatory claims relating to the
practice of "market timing" mutual fund shares in some of the AllianceBernstein
Mutual Funds. The agreement with the SEC is reflected in an Order of the
Commission ("SEC Order"). The agreement with the NYAG is memorialized in an
Assurrance of Discontinuance dated September 1, 2004 ("NYAG Order"). Among the
key provisions of these agreements are the following:
(i) The Adviser agreed to establish a $250 million fund (the
"Reimbursement Fund") to compensate mutual fund shareholders for the
adverse effects of market timing attributable to market timing
relationships described in the SEC Order. According to the SEC
Order, the Reimbursement Fund is to be paid, in order of priority,
to fund investors based on (i) their aliquot share of losses suffered
by the fund due to market timing, and (ii) a proportionate share of
advisory fees paid by such fund during the period of such market
timing;
(ii) The Adviser agreed to reduce the advisory fees it receives from some
of the AllianceBernstein long-term, open-end retail funds until
December 31, 2008; and
(iii) The Adviser agreed to implement changes to its governance and
compliance procedures. Additionally, the SEC Order and the NYAG
Order contemplate that the Adviser's registered investment company
clients, including the Fund, will introduce governance and
compliance changes.
In anticipation of final, definitive documentation of the NYAG Order and
effective January 1, 2004, the Adviser began waiving a portion of its advisory
fee. On
- -------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 23
September 7, 2004, the Fund's investment advisory agreement was amended to
reflect the reduced advisory fee. For more information on this waiver and
amendment to the Fund's investment advisory agreement, please see "Advisory Fee
and Other Transactions with Affiliates" above.
A special committee of the Adviser's Board of Directors, comprised of the
members of the Adviser's Audit Committee and the other independent member of
the Adviser's Board, is continuing to direct and oversee an internal
investigation and a comprehensive review of the facts and circumstances
relevant to the SEC's and the NYAG's investigations. In addition, the
Independent Directors of the Fund ("the Independent Directors") have initiated
an investigation of the above-mentioned matters with the advice of an
independent economic consultant and independent counsel. The Independent
Directors have formed a special committee to supervise the investigation.
On October 2, 2003, a purported class action complaint entitled Hindo, et al.
v. AllianceBernstein Growth & Income Fund, et al. ("Hindo Complaint") was filed
against the Adviser, Alliance Capital Management Holding L.P. ("Alliance
Holding"), Alliance Capital Management Corporation, AXA Financial, Inc., the
AllianceBernstein Funds, certain officers of the Adviser ("Alliance
defendants"), and certain other defendants not affiliated with the Adviser, as
well as unnamed Doe defendants. The Hindo Complaint was filed in the United
States District Court for the Southern District of New York by alleged
shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges
that certain of the Alliance defendants failed to disclose that they improperly
allowed certain hedge funds and other unidentified parties to engage in "late
trading" and "market timing" of AllianceBernstein Fund securities, violating
Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the
Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an
unspecified amount of compensatory damages and rescission of their contracts
with the Adviser, including recovery of all fees paid to the Adviser pursuant
to such contracts.
Since October 2, 2003, numerous additional lawsuits making factual allegations
generally similar to those in the Hindo Complaint were filed in various federal
and state courts against the Adviser and certain other defendants, and others
may be filed. On February 20, 2004, the Judicial Panel on Multidistrict
Litigation transferred all federal actions, and all removed state court
actions,to the United States District Court for the District of Maryland.
On September 29, 2004, plaintiffs filed consolidated amended complaints with
respect to four claim types: mutual fund shareholder claims; mutual fund
derivative claims; derivative claims brought on behalf of Alliance Holding; and
claims brought under ERISA by participants in the Profit Sharing Plan for
Employees of the Adviser. All four complaints include substantially identical
factual allegations, which appear to be based in large part on the SEC Order
and the NYAG
- -------------------------------------------------------------------------------
24 o AllianceBernstein Large Cap Growth Fund
Order. The claims in the mutual fund derivative consolidated amended complaint
are generally based on the theory that all fund advisory agreements,
distribution agreements and 12b-1 plans between the Adviser and the
AllianceBernstein Funds should be invalidated, regardless of whether market
timing occurred in each individual fund, because each was approved by fund
trustees on the basis of materially misleading information with respect to the
level of market timing permitted in funds managed by the Adviser. The claims
asserted in the other three consolidated amended complaints are similar to
those that the respective plaintiffs asserted in their previous federal
lawsuits. All of these lawsuits seek an unspecified amount of damages. The
Alliance defendants have moved to dismiss the complaints, and those motions
are pending.
On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the
Office of the Attorney General of the State of West Virginia and (ii) a request
for information from West Virginia's Office of the State Auditor, Securities
Commission (the "West Virginia Securities Commission") (together, the
"Information Requests"). Both Information Requests require the Adviser to
produce documents concerning, among other things, any market timing or late
trading in the Adviser's sponsored mutual funds. The Adviser responded to the
Information Requests and has been cooperating fully with the investigation.
On April 11, 2005, a complaint entitled The Attorney General of the State of
West Virginia v. AIM Advisors, Inc., et al. ("WVAG Complaint") was filed
against the Adviser, Alliance Holding, and various other defendants not
affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court
of Marshall County, West Virginia by the Attorney General of the State of West
Virginia. The WVAG Complaint makes factual allegations generally similar to
those in the Hindo Complaint. On May 31, 2005, defendants removed the WVAG
Complaint to the United States District Court for the Northern District of West
Virginia. On July 12, 2005, plaintiff moved to remand. That motion is pending.
On August 30, 2005, the deputy commissioner of securities of the West Virginia
Securities Commission signed a "Summary Order to Cease and Desist, and Notice
of Right to Hearing" addressed to the Adviser and Alliance Holding. The Summary
Order claims that the Adviser and Alliance Holding violated the West Virginia
Uniform Securities Act, and makes factual allegations generally similar to
those in the Hindo Complaint. The time for the Adviser and Alliance Holding to
respond to the Summary Order has been extended. The Adviser intends to
vigorously defend against the allegations in the WVAG Complaint and the Summary
Order.
As a result of the matters discussed above, investors in the AllianceBernstein
Mutual Funds may choose to redeem their investments. This may require the
AllianceBernstein Mutual Funds to sell investments held by those funds to pro-
- -------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 25
vide for sufficient liquidity and could also have an adverse effect on the
investment performance of the AllianceBernstein Mutual Funds.
On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v.
Alliance Capital Management L.P., et al. ("Aucoin Complaint") was filed against
the Adviser, Alliance Capital Management Holding L.P., Alliance Capital
Management Corporation, AXA Financial, Inc., AllianceBernstein Investment
Research & Management, Inc., certain current and former directors of the
AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin
Complaint names certain of the AllianceBernstein mutual funds as nominal
defendants. The Aucoin Complaint was filed in the United States District Court
for the Southern District of New York by an alleged shareholder of an
AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other
things, (i) that certain of the defendants improperly authorized the payment
of excessive commissions and other fees from fund assets to broker-dealers
in exchange for preferential marketing services, (ii) that certain of the
defendants misrepresented and omitted from registration statements and other
reports material facts concerning such payments, and (iii) that certain
defendants caused such conduct as control persons of other defendants. The
Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and
48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers
Act, breach of common law fiduciary duties, and aiding and abetting breaches
of common law fiduciary duties. Plaintiffs seek an unspecified amount of
compensatory damages and punitive damages, rescission of their contracts with
the Adviser, including recovery of all fees paid to the Adviser pursuant to
such contracts, an accounting of all fund-related fees, commissions and soft
dollar payments, and restitution of all unlawfully or discriminatorily obtained
fees and expenses.
Since June 22, 2004, numerous additional lawsuits making factual allegations
substantially similar to those in the Aucoin Complaint were filed against the
Adviser and certain other defendants. The complaints have been consolidated in
the Southern District of New York, and the Alliance defendants have moved to
dismiss the consolidated complaint. That motion is pending.
It is possible that these matters and/or other developments resulting from
these matters could result in increased redemptions of the Fund's shares or
other adverse consequences to the Fund. However, the Adviser believes that
these matters are not likely to have a material adverse effect on its ability
to perform advisory services relating to the Fund.
- -------------------------------------------------------------------------------
26 o AllianceBernstein Large Cap Growth Fund
FINANCIAL HIGHLIGHTS
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
--------------------------------------------------------------------------------
Class A
--------------------------------------------------------------------------------
December 1,
2002 to
Year Ended July 31, July 31, Year Ended November 30,
--------------------- -------------------------------------
2005 2004 2003(a) 2002 2001 2000
--------------------------------------------------------------------------------
Net asset value,
beginning of period.................. $16.28 $15.58 $15.07 $20.24 $29.51 $35.82
--------------------------------------------------------------------------------
Income From Investment
Operations
Net investment loss(b).................. (.14)(c) (.15)(c)(d) (.10) (.19) (.19) (.26)
Net realized and unrealized
gain (loss) on investment
transactions......................... 3.01 .85 .61 (4.98) (6.43) (3.69)
--------------------------------------------------------------------------------
Net increase (decrease) in net
asset value from operations ......... 2.87 .70 .51 (5.17) (6.62) (3.95)
--------------------------------------------------------------------------------
Less: Distributions
Distributions from net realized gain
on investment transactions .......... -0- -0- -0- -0- (2.38) (2.36)
Distributions in excess of
net realized gain on
investment transactions.............. -0- -0- -0- -0- (.27) -0-
--------------------------------------------------------------------------------
Total distributions..................... -0- -0- -0- -0- (2.65) (2.36)
--------------------------------------------------------------------------------
Net asset value, end of period ........ $19.15 $16.28 $15.58 $15.07 $20.24 $29.51
=================================================================================
Total Return
Total investment return based on
net asset value(e)................... 17.63% 4.49% 3.38% (25.54)% (24.90)% (11.91)%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted)...................... $1,348,678 $1,550,292 $1,757,243 $2,098,623 $3,556,040 $4,817,131
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements..................... 1.50% 1.58% 1.89%(f) 1.73% 1.53% 1.44%
Expenses, before waivers/
reimbursements.. .................. 1.53% 1.76% 1.89%(f) 1.73% 1.53% 1.44%
Net investment loss................... (.82)%(c) (.90)%(c)(d) (1.08)%(f) (1.09)% (.83)% (.71)%
Portfolio turnover rate................. 56% 61% 60% 93% 135% 125%
See footnote summary on page 33.
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 27
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
--------------------------------------------------------------------------------
Class B
--------------------------------------------------------------------------------
December 1,
2002 to
Year Ended July 31, July 31, Year Ended November 30,
--------------------- -------------------------------------
2005 2004 2003(a) 2002 2001 2000
--------------------------------------------------------------------------------
Net asset value,
beginning of period................. $14.80 $14.27 $13.88 $18.78 $27.76 $34.05
---------------------------------------------------------------------------------
Income From Investment
Operations
Net investment loss(b)................. (.25)(c) (.25)(c)(d) (.16) (.29) (.35) (.48)
Net realized and unrealized
gain (loss) on investment
transactions........................ 2.73 .78 .55 (4.61) (5.98) (3.45)
---------------------------------------------------------------------------------
Net increase (decrease) in
net asset value from
operations.......................... 2.48 .53 .39 (4.90) (6.33) (3.93)
---------------------------------------------------------------------------------
Less: Distributions
Distributions from net realized
gain on investment
transactions........................ -0- -0- -0- -0- (2.38) (2.36)
Distributions in excess of
net realized gain on
investment transactions............. -0- -0- -0- -0- (.27) -0-
---------------------------------------------------------------------------------
Total distributions.................... -0- -0- -0- -0- (2.65) (2.36)
---------------------------------------------------------------------------------
Net asset value, end of period ........ $17.28 $14.80 $14.27 $13.88 $18.78 $27.76
=================================================================================
Total Return
Total investment return based on
net asset value(e).................. 16.76% 3.71% 2.81% (26.09)% (25.48)% (12.51)%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted)..................... $1,559,369 $1,871,308 $2,670,330 $3,080,955 $5,774,836 $8,797,132
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements.................... 2.25% 2.34% 2.65%(f) 2.47% 2.25% 2.13%
Expenses, before waivers/
reimbursements.................... 2.28% 2.52% 2.65%(f) 2.47% 2.25% 2.13%
Net investment loss.................. (1.57)%(c) (1.66)%(c)(d) (1.84)%(f) (1.84)% (1.59)% (1.40)%
Portfolio turnover rate................ 56% 61% 60% 93% 135% 125%
See footnote summary on page 33.
- --------------------------------------------------------------------------------
28 o AllianceBernstein Large Cap Growth Fund
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
--------------------------------------------------------------------------------
Class C
---------------------------------------------------------------------------------
December 1,
2002 to
Year Ended July 31, July 31, Year Ended November 30,
--------------------- --------------------------------------
2005 2004 2003(a) 2002 2001 2000
---------------------------------------------------------------------------------
Net asset value,
beginning of period..... ............. $14.83 $14.30 $13.90 $18.81 $27.80 $34.09
---------------------------------------------------------------------------------
Income From Investment
Operations
Net investment loss(b).. ................ (.24)(c) (.25)(c)(d) (.16) (.29) (.35) (.48)
Net realized and unrealized
gain (loss) on investment
transactions............ ............. 2.74 .78 .56 (4.62) (5.99) (3.45)
---------------------------------------------------------------------------------
Net increase (decrease) in net
asset value from operations .......... 2.50 .53 .40 (4.91) (6.34) (3.93)
---------------------------------------------------------------------------------
Less: Distributions
Distributions from net realized gain
on investment transactions ........... -0- -0- -0- -0- (2.38) (2.36)
Distributions in excess of
net realized gain on
investment transactions. ............. -0- -0- -0- -0- (.27) -0-
---------------------------------------------------------------------------------
Total distributions..... ................ -0- -0- -0- -0- (2.65) (2.36)
---------------------------------------------------------------------------------
Net asset value,
end of period........... ............. $17.33 $14.83 $14.30 $13.90 $18.81 $27.80
=================================================================================
Total Return
Total investment return based on
net asset value(e)...... ............. 16.86% 3.71% 2.88% (26.10)% (25.48)% (12.49)%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted)......... ............. $536,804 $666,851 $943,029 $1,116,314 $2,173,671 $3,361,307
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements........ ............. 2.22% 2.31% 2.62%(f) 2.45% 2.26% 2.13%
Expenses, before waivers/
reimbursements........ ............. 2.25% 2.49% 2.62%(f) 2.45% 2.26% 2.13%
Net investment loss... ................ (1.53)%(c) (1.62)%(c)(d) (1.81)%(f) (1.81)% (1.59)% (1.40)%
Portfolio turnover rate. ................ 56% 61% 60% 93% 135% 125%
See footnote summary on page 33.
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 29
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
---------------------------------------------------------------------------------
Advisor Class
---------------------------------------------------------------------------------
December 1,
2002 to
Year Ended July 31, July 31, Year Ended November 30,
--------------------- --------------------------------------
2005 2004 2003(a) 2002 2001 2000
---------------------------------------------------------------------------------
Net asset value,
beginning of period..... $16.74 $15.97 $15.42 $20.65 $29.99 $36.25
---------------------------------------------------------------------------------
Income From Investment
Operations
Net investment loss(b).. (.09)(c) (.10)(c)(d) (.08) (.14) (.14) (.14)
Net realized and unrealized
gain (loss) on investment
transactions............ 3.11 .87 .63 (5.09) (6.55) (3.76)
---------------------------------------------------------------------------------
Net increase (decrease) in net
asset value from operations 3.02 .77 .55 (5.23) (6.69) (3.90)
---------------------------------------------------------------------------------
Less: Distributions
Distributions from net realized gain
on investment transactions -0- -0- -0- -0- (2.38) (2.36)
Distributions in excess of
net realized gain on
investment transactions. -0- -0- -0- -0- (.27) -0-
---------------------------------------------------------------------------------
Total distributions..... -0- -0- -0- -0- (2.65) (2.36)
---------------------------------------------------------------------------------
Net asset value,
end of period........... $19.76 $16.74 $15.97 $15.42 $20.65 $29.99
=================================================================================
Total Return
Total investment return based on
net asset value(e)...... 18.04% 4.82% 3.57% (25.33)% (24.72)% (11.61)%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted)......... $1,040,894 $761,895 $793,162 $590,508 $510,603 $523,315
Ratio to average net assets of:
Expenses net of waivers/
reimbursements........ 1.20% 1.28% 1.60%(f) 1.45% 1.25% 1.11%
Expenses, before waivers/
reimbursements........ 1.23% 1.46% 1.60%(f) 1.45% 1.25% 1.11%
Net investment loss... (.53)%(c) (.60)(c)(d) (.78)%(f) (.79)% (.59)% (.38)%
Portfolio turnover rate. 56% 61% 60% 93% 135% 125%
See footnote summary on page 33.
- --------------------------------------------------------------------------------
30 o AllianceBernstein Large Cap Growth Fund
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
---------------------------
Class R
---------------------------
November 3,
Year Ended 2003(g) to
July 31, July 31,
2005 2004
---------------------------
Net asset value, beginning of period........................................... $16.25 $16.59
---------------------------
Income From Investment Operations
Net investment loss(b)......................................................... (.17)(c) (.20)(c)(d)
Net realized and unrealized gain (loss) on investment transactions ............ 3.02 (.14)
---------------------------
Net increase (decrease) in net asset value from operations .................... 2.85 (.34)
---------------------------
Net asset value, end of period................................................. $19.10 $16.25
===========================
Total Return
Total investment return based on net asset value(e)............................ 17.54% (2.05)%
Ratios/Supplemental Data
Net assets, end of period (000's omitted)...................................... $107 $10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements...................................... 1.59% 1.70%(f)
Expenses, before waivers/reimbursements...................................... 1.62% 1.95%(f)
Net investment loss.......................................................... (.90)%(c) (1.08)%(c)(d)(f)
Portfolio turnover rate........................................................ 56% 61%
See footnote summary on page 33.
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 31
Selected Data For A Share Of Capital Stock Outstanding Throughout The Period
--------------
Class K
--------------
March 1,
2005(g) to
July 31,
2005
--------------
Net asset value, beginning of period....................................... $17.63
--------------
Income From Investment Operations
Net investment loss(b)..................................................... (.04)
Net realized and unrealized gain on investment transactions ............... 1.60
--------------
Net increase in net asset value net asset value from from operations ...... 1.56
--------------
Net asset value, end of period............................................. $19.19
--------------
Total Return
Total investment return based on net asset value(e)........................ 8.85%
Ratios/Supplemental Data
Net assets, end of period (000's omitted).................................. $11
Ratio to average net assets of:
Expenses(f).............................................................. 1.03%
Net investment loss(f)................................................... (.48)%
Portfolio turnover rate.................................................... 56%
See footnote summary on page 33.
- --------------------------------------------------------------------------------
32 o AllianceBernstein Large Cap Growth Fund
Selected Data For A Share Of Capital Stock Outstanding Throughout The Period
--------------
Class I
--------------
March 1,
2005(g) to
July 31,
2005
--------------
Net asset value, beginning of period.......................... $17.63
--------------
Income From Investment Operations
Net investment loss(b) (.02)
Net realized and unrealized gain on investment transactions... 1.59
--------------
Net increase in net asset value from operations............... 1.57
--------------
Net asset value, end of period................................ $19.20
--------------
Total Return
Total investment return based on net asset value(e)........... 8.90%
Ratios/Supplemental Data
Net assets, end of period (000's omitted)..................... $11
Ratio to average net assets of:
Expenses(f)................................................. .83%
Net investment loss(f)...................................... (.27)%
Portfolio turnover rate....................................... 56%
(a) The Fund changed its fiscal year end from November 30 to July 31.
(b) Based on average shares outstanding.
(c) Net of fees and expenses waived/reimbursed by the Adviser.
(d) Net of fees and expenses waived/reimbursed by the Transfer Agent.
(e) Total investment return is calculated assuming an initial investment made at
the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period. Initial sales 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.
(f) Annualized.
(g) Commencement of distributions.
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 33
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of AllianceBernstein Large Cap Growth
Fund, Inc.
In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of AllianceBernstein Large Cap Growth
Fund, Inc., formerly AllianceBernstein Premier Growth Fund, Inc., (the "Fund")
at July 31, 2005, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period and the
financial highlights for each of the periods presented, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at July 31, 2005 by
correspondence with the custodian and brokers, provide a reasonable basis for
our opinion.
PricewaterhouseCoopers LLP
New York, New York
September 16, 2005
- --------------------------------------------------------------------------------
34 o AllianceBernstein Large Cap Growth Fund
BOARD OF DIRECTORS
William H. Foulk, Jr.(1), Chairman
Marc O. Mayer, President
Ruth Block(1)
David H. Dievler(1)
John H. Dobkin(1)
Michael J. Downey(1)
OFFICERS
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer
Thomas J. Bardong, Vice President
Thomas Kamp(2), Vice President
Daniel Nordby, Vice President
Michael J. Reilly, Vice President
Mark R. Manley, Secretary
Mark D. Gersten, Treasurer & Chief Financial Officer
Vincent S. Noto, Controller
Custodian
State Street Bank & Trust Company
225 Franklin Street
Boston, MA 02110
Principal Underwriter
AllianceBernstein Investment Research and Management, Inc.
1345 Avenue of the Americas
New York, NY 10105
Transfer Agent
Alliance Global Investor Services, Inc.
P.O. Box 786003
San Antonio, TX 78278-6003
Toll-Free (800) 221-5672
Independent Registered
Public Accounting Firm
PricewaterhouseCoopers LLP
300 Madison Avenue
New York, NY 10017
Legal Counsel
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
(1) Member of the Audit Committee, the Governance and Nominating Committee and
the Independent Directors Committee.
(2) The day-to-day management of and investment decisions for the
AllianceBernstein Large Cap Growth Fund's portfolio are made by the
Adviser's Large Cap Growth Team, which is responsible for management of all
of the Adviser's Large Cap Growth accounts. While all members of the team
work jointly to determine the majority of the investment strategy, including
stock selection for the Adviser's Large Cap Growth accounts, Mr. Thomas G.
Kamp, Senior Vice President of ACMC, a member of the Adviser's Large Cap
Growth Investment Team, is primarily responsible for day-to-day management
of, and has oversight and trading responsibilities for, the Fund's portfolio
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 35
MANAGEMENT OF THE FUND
Board of Directors Information
The business and affairs of the Fund are managed under the direction of the
Board of Directors. Certain information concerning the Fund's Directors is set
forth below.
PORTFOLIOS
PRINCIPAL IN FUND OTHER
NAME, ADDRESS OCCUPATION(S) COMPLEX DIRECTORSHIPS
DATE OF BIRTH, DURING OVERSEEN BY HELD BY
(FIRST YEAR OF SERVICE*) PAST 5 YEARS DIRECTOR DIRECTOR
- --------------------------------------------------------------------------------------------------
Marc O. Mayer, ** Executive Vice President of ACMC 81 None
1345 Avenue of the since 2001; prior thereto, Chief
Americas Executive Officer of Sanford C.
New York, NY 10105 Bernstein & Co., LLC ("SCB & Co.")
10/2/57 and its predecessor since prior to
(2003) 2000.
DISINTERESTED DIRECTORS
William H. Foulk, Jr., #+ Investment adviser and an 108 None
2 Sound View Drive independent consultant. He was
Suite 100 formerly Senior Manager of Barrett
Greenwich, CT 06830 Associates, Inc., a registered
(Chairman of the Board) investment adviser, with which he
9/7/32 had been associated since prior to
(1992) 2000. He was formerly Deputy
Comptroller and Chief Investment
Officer of the State of New York
and, prior thereto, Chief Investment
Officer of the New York Bank
for Savings.
Ruth Block, #++ Formerly Executive Vice President 105 None
500 S.E. Mizner Blvd. and Chief Insurance Officer of The
Boca Raton, FL 33432 Equitable Life Assurance Society
11/7/30 of the United States; Chairman
(1992) and Chief Executive Officer of
Evlico (insurance); Director of
Avon, BP (oil and gas), Ecolab
Incorporated (specialty chemicals),
Tandem Financial Group and Donaldson,
Lufkin & Jenrette Securities
Corporation; former Governor
at Large, National Association
of Securities Dealers, Inc.
David H. Dievler, # Independent Consultant. Until 107 None
P.O. Box 167 December 1994, he was Senior
Spring Lake, NJ 07762 Vice President of ACMC
10/23/29 responsible for mutual fund
(1992) administration. Prior to joining
ACMC in 1984, he was Chief Financial
Officer of Eberstadt Asset Management
since 1968. Prior to that, he was a
Senior Manager at Price Waterhouse &
Co. Member of American Institute of
Certified Public Accountants since
1953.
- --------------------------------------------------------------------------------
36 o AllianceBernstein Large Cap Growth Fund
PORTFOLIOS
PRINCIPAL IN FUND OTHER
NAME, ADDRESS OCCUPATION(S) COMPLEX DIRECTORSHIPS
DATE OF BIRTH, DURING OVERSEEN BY HELD BY
(FIRST YEAR OF SERVICE*) PAST 5 YEARS DIRECTOR DIRECTOR
- --------------------------------------------------------------------------------------------------
DISINTERESTED DIRECTORS
(continued)
John H. Dobkin, # Consultant. He was formerly 105 None
P.O. Box 12 President of Save Venice, Inc.
Annandale, NY 12504 (preservation organization) from
2/19/42 2001-2002, Senior Adviser from
(1992) June 1999-June 2000 and
President of Historic Hudson
Valley (historic preservation)
from December 1989-May 1999.
Previously, Director of the
National Academy of Design and
during 1988-1992, he was Director
and Chairman of the Audit
Committee of ACMC.
Michael J. Downey, # Consultant since 2004. Formerly 81 Asia Pacific
1345 Avenue of the managing partner of Lexington Capital, Fund, Inc.
Americas, LLC (investment advisory firm) from and The
New York, NY10105 1997 until December 2003. Prior Merger
1/26/44 thereto, Chairman and CEO of Fund.
(2005) Prudential Mutual Fund Management
(1987-1993).
* There is no stated term of office for the Fund's Directors.
** Mr. Mayer is an "interested director", as defined in the 1940 Act, due to
his position as an Executive Vice President of ACMC, the Fund's investment
adviser.
# Member of the Audit Committee, the Governance and Nominating Committee and
the Independent Directors Committee.
+ Member of the Fair Value Pricing Committee.
++ Ms. Block was an "interested person", as defined in the 1940 Act, from July
22, 1992 until October 21, 2004 by reason of her ownership of securities of
a control person of the Adviser. Ms. Block received shares of The Equitable
Companies Incorporated ("Equitable") as part of the demutualization of The
Equitable Life Assurance Society of the United States in 1992. Ms. Block's
Equitable shares were subsequently converted through a corporate action into
American Depositary Shares of AXA, which were sold for approximately $2,400
on October 21, 2004. Equitable and AXA are control persons of the Adviser.
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 37
Officer Information
Certain information concerning the Fund's Officers is listed below.
NAME, ADDRESS* AND POSITION(S) PRINCIPAL OCCUPATION
DATE OF BIRTH HELD WITH FUND DURING PAST 5 YEARS**
- --------------------------------------------------------------------------------------------------------------
Marc O. Mayer President and Chief See biography above.
10/2/57 Executive Officer
Philip L. Kirstein Senior Vice President Senior Vice President and Independent
5/29/45 and Independent Compliance Officer of the
Compliance Officer AllianceBernstein Funds with which
he has been associated since October
2004. Prior thereto, he was Of Counsel
to Kirkpatrick & Lockhart, LLP from October
2003 to October 2004, and General Counsel
of Merrill Lynch Investment Managers,
L.P. since prior to 2000 until March 2003.
Thomas J. Bardong Vice President Senior Vice President of ACMC,** with
4/28/45 which he has been associated since prior to 2000.
Thomas Kamp Vice President Senior Vice President of ACMC,** with
8/11/61 which he has been associated since prior to 2000.
Daniel Nordby Vice President Senior Vice President of ACMC,** with
4/27/44 which he has been associated since prior to 2000.
Michael J. Reilly Vice President Senior Vice President of ACMC,**
6/3/64 with which he has been associated since prior to 2000.
Mark R. Manley Secretary Senior Vice President, Deputy General
10/23/62 Counsel and Chief Compliance Officer
of ACMC,** with which he has been
associated since prior to 2000.
Andrew L. Gangolf Assistant Secretary Senior Vice President and Assistant
8/15/54 General Counsel of AllianceBernstein Investment
Research and Management, Inc. ("ABIRM"),**
with which he has been associated since prior to 2000.
Mark D. Gersten Treasurer and Chief Senior Vice President of Alliance
10/4/50 Financial Officer Global Services, Inc. ("AGIS") and Vice
President of ABIRM,** with which he has been
associated since prior to 2000.
Vincent S. Noto Controller Vice President of AGIS,** with which he has
12/14/64 been associated since prior to 2000.
* The address for each of the Fund's officers is 1345 Avenue of the Americas,
New York, NY 10105.
** ACMC, ABIRM, AGIS and SCB&Co. are affiliates of the Fund. The Fund's
Statement of Additional Information (SAI) has additional information about
the Fund's Directors and Officers and is available without charge upon
request. Contact your financial representative or Alliance Capital at (800)
227-4618 for a free prospectus or SAI.
- --------------------------------------------------------------------------------
38 o AllianceBernstein Large Cap Growth Fund
Information Regarding the Review and Approval of the Fund's Advisory Agreement
The Fund's disinterested directors (the "directors") unanimously approved the
continuance of the Advisory Agreement between the Fund and the Adviser at a
meeting held on June 15, 2005.
In preparation for the meeting, the directors had requested from the Adviser and
evaluated extensive materials, including performance and expense information for
other investment companies with similar investment objectives derived from data
compiled by Lipper Inc. ("Lipper"), which is not affiliated with the Adviser.
The directors also reviewed an independent evaluation from the Fund's Senior
Officer (who is also the Fund's Independent Compliance Officer) of the
reasonableness of the advisory fees (as contemplated by the Assurance of
Discontinuance between the Adviser and the New York Attorney General) in the
Fund's Advisory Agreement wherein the Senior Officer concluded that such fees
were reasonable. In addition, the directors received a presentation from the
Adviser and had an opportunity to ask representatives of the Adviser various
questions relevant to the proposed approval. The directors noted that the Senior
Officer's evaluation considered the following factors: management fees charged
to institutional and other clients of the Adviser for like services; management
fees charged by other mutual fund companies for like services; cost to the
Adviser and its affiliates of supplying services pursuant to the management fee
agreement, excluding any intra-corporate profit; profit margins of the Adviser
and its affiliates from supplying such services; possible economies of scale as
the Fund grows larger; and nature and quality of the Adviser's services
including the performance of the Fund.
Prior to voting, the directors reviewed the proposed continuance of the Advisory
Agreement with management and with experienced counsel who are independent of
the Adviser and received a memorandum from such counsel discussing the legal
standards for their consideration of the proposed continuance. The directors
also discussed the proposed continuance in three private sessions at which only
the directors, their independent counsel and the Fund's Independent Compliance
Officer were present. In reaching their determinations relating to continuance
of the Advisory Agreement, the directors considered all factors they believed
relevant, including the following:
1. information comparing the performance of the Fund to other investment
companies with similar investment objectives and to an index;
2. the nature, extent and quality of investment, compliance,
administrative and other services rendered by the Adviser;
3. payments received by the Adviser from all sources in respect of the
Fund and all investment companies in the AllianceBernstein Fund
complex;
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 39
4. the costs borne by, and profitability of, the Adviser and its
affiliates in providing services to the Fund and to all investment
companies in the AllianceBernstein Fund complex;
5. comparative fee and expense data for the Fund and other investment
companies with similar investment objectives;
6. the extent to which economies of scale would be realized to the
extent the Fund grows and whether fee levels reflect any economies of
scale for the benefit of investors;
7. the Adviser's policies and practices regarding allocation of
portfolio transactions of the Fund, including the extent to which the
Adviser benefits from soft dollar arrangements;
8. information about "revenue sharing" arrangements that the Adviser has
entered into in respect of the Fund;
9. portfolio turnover rates for the Fund compared to other investment
companies with similar investment objectives;
10. fall-out benefits which the Adviser and its affiliates receive from
their relationships with the Fund;
11. information about fees charged by the Adviser to other clients with
similar investment objectives;
12. the Senior Officer's evaluation of the reasonableness of the fee
payable to the Adviser in the Advisory Agreement;
13. the professional experience and qualifications of the Fund's
portfolio management team and other senior personnel of the Adviser;
and
14. the terms of the Advisory Agreement.
The directors also considered their knowledge of the nature and quality of the
services provided by the Adviser to the Fund gained from their experience as
directors or trustees of most of the funds advised by the Adviser, their overall
confidence in the Adviser's integrity and competence they have gained from that
experience and the Adviser's responsiveness to concerns raised by them in the
past, including the Adviser's willingness to consider and implement
organizational and operational changes designed to improve investment results
and the services provided to the AllianceBernstein Funds.
- --------------------------------------------------------------------------------
40 o AllianceBernstein Large Cap Growth Fund
In their deliberations, the directors did not identify any particular
information that was all-important or controlling, and each director attributed
different weights to the various factors.
The directors determined that the overall arrangements between the Fund and the
Adviser, as provided in the Advisory Agreement, were fair and reasonable in
light of the services performed, expenses incurred and such other matters as the
directors considered relevant in the exercise of their business judgment.
The material factors and conclusions that formed the basis for the directors
reaching their determinations to approve the continuance of the Advisory
Agreement (including their determinations that the Adviser should continue to be
the investment adviser for the Fund, and that the fees payable to the Adviser
pursuant to the Advisory Agreement are appropriate) were separately discussed by
the directors.
Nature, extent and quality of services provided by the Adviser
The directors noted that, under the Advisory Agreement, the Adviser, subject to
the control of the directors, administers the Fund's business and other affairs.
The Adviser manages the investment of the assets of the Fund, including making
purchases and sales of portfolio securities consistent with the Fund's
investment objective and policies. Under the Advisory Agreement, the Adviser
also provides the Fund with such office space, administrative and other services
(exclusive of, and in addition to, any such services provided by any others
retained by the Fund) and executive and other personnel as are necessary for the
Fund's operations. The Adviser pays all of the compensation of directors of the
Fund who are affiliated persons of the Adviser and of the officers of the Fund.
The directors also considered that the Advisory Agreement provides that the Fund
will reimburse the Adviser for the cost of certain clerical, accounting,
administrative and other services provided at the Fund's request by employees of
the Adviser or its affiliates. Requests for these "at no more than cost"
reimbursements are approved by the directors on a quarterly basis and (to the
extent requested and paid) result in a higher rate of total compensation from
the Fund to the Adviser than the stated fee rates in the Fund's Advisory
Agreement.
The directors considered the scope and quality of services provided by the
Adviser under the Advisory Agreement and noted that the scope of services
provided by advisers of funds had expanded over time as a result of regulatory
and other developments. The directors noted, for example, that the Adviser is
responsible for maintaining and monitoring its own and, to varying degrees, the
Fund's compliance programs, and that these compliance programs have recently
been refined and enhanced in light of new regulatory requirements. The directors
considered the quality of the in-house investment research capabilities of the
Adviser and the other resources it has dedicated to performing services for the
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 41
Fund. The quality of administrative and other services, including the Adviser's
role in coordinating the activities of the Fund's other service providers, also
were considered. The directors also considered the Adviser's response to recent
regulatory compliance issues affecting a number of the investment companies in
the AllianceBernstein Fund complex. The directors concluded that, overall, they
were satisfied with the nature, extent and quality of services provided to the
Fund under the Advisory Agreement.
Costs of Services Provided and Profitability to the Adviser
The directors reviewed a schedule of the revenues, expenses and related notes
indicating the profitability of the Fund to the Adviser for calendar years 2003
and 2004. The directors reviewed the assumptions and methods of allocation used
by the Adviser in preparing fund-specific profitability data, and noted the
Adviser's representation to them that it believed that the methods of allocation
used in preparing the profitability information were reasonable and appropriate
and that the Adviser had previously discussed with the directors that there is
no generally accepted allocation methodology for information of this type. The
directors also noted that the methodology for preparing fund-by-fund
profitability information was being reviewed and that it was expected that an
updated methodology would be implemented later in the year, and that it would
differ in various respects from the methodology used previously.
The directors recognized that it is difficult to make comparisons of
profitability from fund advisory contracts because comparative information is
not generally publicly available and is affected by numerous factors, including
the structure of the particular adviser, the types of funds it manages, its
business mix, numerous assumptions regarding allocations and the adviser's
capital structure and cost of capital. In considering profitability information,
the directors considered the effect of fall-out benefits on the Adviser's
expenses, as well as the "revenue sharing" arrangements the Adviser has entered
into with certain entities that distribute shares of the Fund. The directors
focused on the profitability of the Adviser's relationship with the Fund before
taxes and distribution expenses. The directors recognized that the Adviser
should generally be entitled to earn a reasonable level of profits for the
services it provides to the Fund and, based on their review, concluded that they
were satisfied that the Adviser's level of profitability from its relationship
with the Fund was not excessive.
Fall-Out Benefits
The directors considered that the Adviser benefits from soft dollar arrangements
whereby it receives brokerage and research services from many of the brokers and
dealers that execute purchases and sales of securities on behalf of its clients,
including the Fund. They noted that the Adviser makes presentations to the
directors regarding its trading practices and brokerage allocation policies,
including its policies with respect to soft dollar arrangements, from time to
time and had made a special presentation to the directors in May 2005 on this
subject.
- --------------------------------------------------------------------------------
42 o AllianceBernstein Large Cap Growth Fund
The directors noted that the Adviser has represented to them that all of its
soft dollar arrangements are consistent with applicable legal requirements
including the achievement of best execution. At the special presentation, the
directors received and reviewed information concerning the Adviser's soft dollar
arrangements, which included a description of the Adviser's policies and
procedures with respect to allocating portfolio transactions for brokerage and
research services, data on the dollar amount of commissions allocated for
third-party research and brokerage services and for proprietary research and
brokerage services, and a list of firms providing third-party research and
brokerage to the Adviser.
The directors also considered that the Distributor, which is a wholly-owned
subsidiary of the Adviser: receives 12b-1 fees from the Fund in respect of
classes of shares of the Fund that are subject to the Fund's 12b-1 plan; retains
a portion of the 12b-1 fees from the Fund; and receives all or a portion of the
sales charges on sales or redemptions of certain classes of shares. The
directors also noted that certain affiliates of the Adviser distribute shares of
the Fund and receive compensation in that connection, that a subsidiary of the
Adviser provides transfer agency services to the Fund and receives compensation
from the Fund for such services, and that brokers who are affiliated with the
Adviser are permitted to execute brokerage transactions for the Fund subject to
satisfaction of certain requirements.
The directors recognized that the Adviser's profitability would be somewhat
lower if it did not receive research for soft dollars or if the Adviser's
affiliates did not receive the other benefits described above. The directors
believe that the Adviser derives reputational and other benefits from its
association with the Fund.
Investment Results
In addition to the information reviewed by the directors in connection with the
meeting, the directors receive detailed comparative performance information for
the Fund at each regular Board meeting during the year. At the meeting, the
directors reviewed information prepared by the Adviser based on information
obtained from Lipper showing performance for Class A shares of the Fund as
compared to other funds in the Lipper Large-Cap Growth Funds Average for periods
ending March 31, 2005 over the year to date, 1-, 3-, 5- and 10-year and since
inception periods (inception September 1992) and for each of the last ten
calendar years and compared to the Russell 1000 Growth Index. The directors also
reviewed information from a report prepared by Lipper showing performance for
Class A shares of the Fund as compared to a group of 14 to 9 funds (depending on
the year) in its Lipper category selected by Lipper (the "Performance Group")
and as compared to a universe of 132 to 37 funds (depending on the year) in its
Lipper category selected by Lipper (the "Performance Universe") for periods
ended March 31, 2005 over the 1-, 3-, 5- and 10-year periods. The directors
noted that the Lipper category data showed the Fund's performance for most
periods ending March 31, 2005 was signifi-
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 43
cantly below the Lipper medians although its performance for the 10-year and
since inception periods was somewhat above the Lipper medians, and that the
Fund's calendar year performance was below the Lipper medians in all periods
reviewed except calendar years 1995 to 1998, which was significantly above the
Lipper medians, and 2004, which was somewhat above the median. The directors
further noted that in the Performance Group and Performance Universe
comparisons, the Fund was in the fourth or fifth quintile for all periods
reviewed except for the 10-year period when the Fund was in the second quintile
in the Performance Universe comparison. Based on their review and their
discussions of the reasons for the Fund's recent underperformance with the
Adviser, the directors retained confidence in the Adviser's ability to continue
to advise the Fund and concluded that the Fund's investment performance was
understandable. The directors informed the Adviser that they planned to closely
monitor the Fund's performance.
Advisory Fees and Other Expenses
The directors considered the advisory fee rate paid by the Fund to the Adviser
and information prepared by Lipper concerning fee rates paid by other funds in
the same Lipper category as the Fund at a common asset level. The directors
recognized that it is difficult to make comparisons of advisory fees because
there are variations in the services that are included in the fees paid by other
funds.
The directors also considered the fees the Adviser charges other clients with
investment objectives similar to those of the Fund. For this purpose, they
reviewed information in the Adviser's Form ADV and a chart prepared by the
Adviser disclosing the institutional fee schedule for institutional products
that have a substantially similar investment style as the Fund. They also
received an oral presentation from the Adviser that supplemented such
information. The Adviser manages accounts for institutional clients with a
comparable investment style to the Fund. The directors noted that the
institutional fee schedule for these accounts had much lower breakpoints than
the fee schedule in the Fund's Advisory Agreement. The directors also noted that
the application of such fee schedule to the level of assets of the Fund would
result in a fee rate that would be significantly lower than that in the Fund's
Advisory Agreement. The directors noted that the Adviser may, in some cases,
negotiate fee rates with large institutional clients that are lower than those
reviewed by the directors and discussed with the Adviser the level of such
negotiated fees for strategies similar to those of the Fund. The directors also
reviewed information that indicated that the Adviser sub-advises certain
registered investment companies that have investment strategies similar to the
Fund at lower fee rates than those paid by the Fund.
The Adviser reviewed with the directors the significant differences in the scope
of services it provides to institutional clients and to the Fund. For example,
the Advisory Agreement requires the Adviser to provide, in addition to
investment advice, office facilities and officers (including officers to provide
required certifi-
- --------------------------------------------------------------------------------
44 o AllianceBernstein Large Cap Growth Fund
cations). The Adviser also coordinates the provision of services to the Fund by
non-affiliated service providers and is responsible for the compensation of the
Fund's Independent Compliance Officer and certain related expenses. The
provision of these non-advisory services involves costs and exposure to
liability. The Adviser explained that many of these services normally are not
provided to non-investment company clients or to investment company clients when
the Adviser acts in a pure sub-advisory capacity, and that fees charged to the
Fund reflect the costs and risks of the additional obligations. The Adviser also
noted that since the Fund is constantly issuing and redeeming its shares, it is
more difficult to manage than an institutional account, where the assets are
relatively stable. In light of these facts, the directors did not place
significant weight on these fee comparisons.
The directors also considered the total expense ratio of the Class A shares of
the Fund in comparison to the fees and expenses of funds within two comparison
groups created by Lipper: an Expense Group and an Expense Universe. Lipper
described an Expense Group as a representative sample of comparable funds and an
Expense Universe as a broader group, consisting of all funds in the investment
classification/objective with a similar load type as the subject Fund. The Class
A expense ratio of the Fund was based on the Fund's latest fiscal year expense
ratio adjusted to show the effect of the new lower contractual advisory fees
implemented in January 2004. The directors recognized that the expense ratio
information for the Fund potentially reflected on the Adviser's provision of
services, as the Adviser is responsible for coordinating services provided to
the Fund by others. The directors noted that it was likely that the expense
ratios of some funds in the Fund's Lipper category also were lowered by waivers
or reimbursements by those funds' investment advisers, which in some cases were
voluntary and perhaps temporary.
The directors noted that the Fund's at approximate current size contractual
effective fee rate of 70.8 basis points was the same as the median for the
Expense Group. The directors noted that the Fund's expense ratio was materially
above the median for the Expense Group and somewhat above the median for the
Expense Universe and that the Adviser had explained to them that this was
influenced by the Fund's relatively large number of small shareholder accounts.
They concluded that the Fund's expense ratio was acceptable.
Economies of Scale
The directors noted that the advisory fee schedule for the Fund contains
breakpoints so that, if assets were to increase over the breakpoint levels, the
fee rates would be reduced on the incremental assets. The directors also
considered a presentation by an independent consultant discussing economies of
scale issues in the mutual fund industry. The directors believe that economies
of scale are realized (if at all) by the Adviser across a variety of products
and services, and not only in respect of a single fund. The directors noted that
there is no uniform
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 45
methodology for establishing breakpoints that give effect to fund-specific
services provided by the Adviser and to the economies of scale that the Adviser
may realize in its overall mutual fund business or those components of it which
directly or indirectly affect the Fund's operations. The directors observed that
in the mutual fund industry as a whole, as well as among funds similar to the
Fund, there is no uniformity or pattern in the fees and asset levels at which
breakpoints (if any) apply. Depending on the age and size of a particular fund
and its adviser's cost structure, different conclusions can be drawn as to
whether there are economies of scale to be realized at any particular level of
assets, notwithstanding the intuitive conclusion that such economies exist, or
will be realized at some level of total assets. Moreover, because different
advisers have different cost structures and service models, it is difficult to
draw meaningful conclusions from the comparison of a fund's advisory fee
breakpoints with those of comparable funds. The directors also noted that the
advisory agreements for many funds do not have breakpoints at all. Having taken
these factors into account, the directors concluded that the Fund's breakpoint
arrangements would result in a sharing of economies of scale in the event of a
very significant increase in the Fund's net assets.
- --------------------------------------------------------------------------------
46 o AllianceBernstein Large Cap Growth Fund
ALLIANCEBERNSTEIN FAMILY OF FUNDS
- -----------------------------------------------------
Wealth Strategies Funds
- -----------------------------------------------------
Balanced Wealth Strategy
Wealth Appreciation Strategy
Wealth Preservation Strategy
Tax-Managed Balanced Wealth Strategy
Tax-Managed Wealth Appreciation Strategy
Tax-Managed Wealth Preservation Strategy
- -----------------------------------------------------
Blended Style Funds
- -----------------------------------------------------
U.S. Large Cap Portfolio
International Portfolio
Tax-Managed International Portfolio
- -----------------------------------------------------
Growth Funds
- -----------------------------------------------------
Domestic
Growth Fund
Mid-Cap Growth Fund
Large Cap Growth Fund*
Small Cap Growth Portfolio
Global & International
Global Health Care Fund*
Global Research Growth Fund
Global Technology Fund*
Greater China '97 Fund
International Growth Fund*
International Research Growth Fund*
- -----------------------------------------------------
Value Funds
- -----------------------------------------------------
Domestic
Balanced Shares
Focused Growth & Income Fund*
Growth & Income Fund
Real Estate Investment Fund
Small/Mid-Cap Value Fund*
Utility Income Fund
Value Fund
Global & International
Global Value Fund
International Value Fund
- -----------------------------------------------------
Taxable Bond Funds
- -----------------------------------------------------
Americas Government Income Trust
Corporate Bond Portfolio
Emerging Market Debt Fund
Global Strategic Income Trust
High Yield Fund
Multi-Market Strategy Trust
Quality Bond Portfolio
Short Duration Portfolio
U.S. Government Portfolio
- -----------------------------------------------------
Municipal Bond Funds
- -----------------------------------------------------
National
Insured National
Arizona
California
Insured California
Florida
Massachusetts
Michigan
Minnesota
New Jersey
New York
Ohio
Pennsylvania
Virginia
- -----------------------------------------------------
Intermediate Municipal Bond Funds
- -----------------------------------------------------
Intermediate California
Intermediate Diversified
Intermediate New York
- -----------------------------------------------------
Closed-End Funds
- -----------------------------------------------------
All-Market Advantage Fund
ACM Income Fund
ACM Government Opportunity Fund
ACM Managed Dollar Income Fund
ACM Managed Income Fund
ACM Municipal Securities Income Fund
California Municipal Income Fund
National Municipal Income Fund
New York Municipal Income Fund
The Spain Fund
World Dollar Government Fund
World Dollar Government Fund II
We also offer Exchange Reserves,** which serves as the money market fund
exchange vehicle for the AllianceBernstein mutual funds.
For more complete information on any AllianceBernstein mutual fund, including
investment objectives and policies, sales charges, expenses, risks and other
matters of importance to prospective investors, visit our web site at
www.alliancebernstein.com or call us at (800) 227-4618 for a current prospectus.
You should read the prospectus carefully before you invest.
* Prior to December 15, 2004, these Funds were named as follows: Global Health
Care Fund was Health Care Fund; Large Cap Growth Fund was Premier Growth
Fund; Global Technology Fund was Technology Fund; and Focused Growth &
Income Fund was Disciplined Value Fund. Prior to February 1, 2005,
Small/Mid-Cap Value Fund was named Small Cap Value Fund. Prior to May 13,
2005, International Growth Fund was named Worldwide Privatization Fund and
prior to May 10, 2005 International Research Growth Fund was named
International Premier Growth Fund. On June 24, 2005, All-Asia Investment
Fund merged into International Research Growth Fund. On July 8, 2005, New
Europe Fund merged into International Research Growth Fund.
** An investment in the Fund is not a deposit in a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Although the Fund seeks to preserve the value of your
investment at $1.00 per share, it is possible to lose money by investing in
the Fund.
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 47
THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS
SUMMARY OF SENIOR OFFICER'S EVALUATION OF
INVESTMENT ADVISORY AGREEMENT*
The following is a summary of the evaluation of the investment advisory
agreement between Alliance Capital Management L.P., (the "Adviser") and the
AllianceBernstein Large Cap Growth Fund, Inc., (the "Fund"), prepared by Philip
L. Kirstein, the Senior Officer, for the independent directors of the Fund, as
required by the Assurance of Discontinuance between the New York State Attorney
General and the Adviser. The Senior Officer's evaluation of the investment
advisory agreement is not meant to diminish the responsibility or authority of
the Boards of Directors to perform their duties pursuant to Section 15 of the
Investment Company Act of 1940 (the "40 Act") and applicable state law. The
purpose of the summary is to provide shareholders with a synopsis of the
independent evaluation of the reasonableness of the advisory fees which was
provided to the independent directors in connection with their review of the
proposed continuance of the investment advisory agreement. The Senior Officer's
evaluation considered the following factors:
1. Management fees charged to institutional and other clients of the
Adviser for like services.
2. Management fees charged by other mutual fund companies for like
services.
3. Costs to the Adviser and its affiliates of supplying services
pursuant to the advisory agreement, excluding any intra-corporate
profit.
4. Profit margins of the Adviser and its affiliates from providing such
services.
5. Possible economies of scale as the Fund grows larger.
6. Nature and quality of the Adviser's services, including the
performance of the Fund.
FUND ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS
The table below describes the Fund's advisory fee pursuant to the Investment
Advisory Agreement. This is the fee schedule the Adviser implemented in
* It should be noted that the information in the fee summary was completed on
June 8, 2005 and presented to the Board of Directors and Trustees on June
15, 2005 in accordance with the Assurance of Discontinuance with the New
York State Attorney General. It also should be noted that references in the
fee summary pertaining to performance and expense ratios refer to Class A
shares of the Fund.
- --------------------------------------------------------------------------------
48 o AllianceBernstein Large Cap Growth Fund
January 2004 as a result of the settlement with the New York State Attorney
General.
Advisory Fee Based on % of
Average Daily Net Assets
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund, Inc. First $2.5 billion .75%
Next $2.5 billion .65%
Excess over $5 billion .60%
The table below shows pro-forma expense ratio information for the Fund for its
most recent fiscal year.
Pro-Forma Fiscal
Expense Ratio* Year End
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund, Inc. Advisor-1.19% July 31, 2004
Class A-1.49%
Class B-2.24%
Class C-2.21%
Class R-1.15%
The Adviser is reimbursed as specified in the Investment Advisory Agreement for
certain clerical, legal, accounting, administrative and other services provided
to the Fund as indicated below:
Latest
Fiscal Year As % of Average
Amount Daily Net Assets
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund, Inc. $111,000.00 .002
I. MANAGEMENT FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS OF THE ADVISER
The management fees charged to investment companies which the Adviser manages
and sponsors may be higher than those charged to institutional accounts,
including pension plans and sub-advised investment companies. The fee
differential reflects, among other things, different services provided to such
clients, and different liabilities assumed. Services provided by the Adviser to
the Fund that are not provided to non-investment company clients include
providing office space and personnel to serve as Fund Officers and coordinating
with and monitoring the Fund's third party service providers such as Fund
counsel, auditors, custodians, transfer agents and pricing services. The
accounting, administrative and legal/compliance requirements for the Fund are
more costly than those for institutional assets due to the greater complexities
and time required for investment companies. A portion of the expenses related to
these services are reimbursed by the Fund to the Adviser. Managing the cash flow
of an investment company may be more difficult than for other accounts,
particularly if the Fund is in net redemptions, as the Adviser is forced to sell
securities to meet redemptions.
* This pro-forma expense ratio information shows what would have been the
Fund's expense ratio in the indicated fiscal year had the current fee been
in effect throughout the fiscal year.
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 49
Notwithstanding the Adviser's view that managing an investment company is not
comparable to managing other institutional accounts because the services
provided are different, the Senior Officer believes it is worth noting the
information from the Adviser's ADV regarding the advisory fees charged to
institutional accounts in the same asset class as the Fund.
Total Net Assets Alliance
03/31/05 Institutional
($MIL) Fee Schedule
- -------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund, Inc. 4,287 Large Cap
Growth Schedule
80bp on 1st $25m
50bp on next $25m
40bp on next $50m
30bp on next $100m
25bp on the balance
Minimum accounts
size $10m
The Adviser provides sub-advisory investment services to certain other
investment companies managed by other fund families that have similar investment
styles as the Fund. Set forth below are the names and fee schedules of the funds
sub-advised by the Adviser that have the same investment style as the Fund:
Sub-advised Fund Fee Schedule
- --------------------------------------------------------------------------------
AllianceBernstein AST Alliance Growth 0.40% flat
Large Cap Growth
Fund, Inc. Prudential Skandia Large 0.60% on first $500 million
Cap Growth Portfolio 0.50% thereafter
EQ / Alliance Premier
Growth 0.60% on the first $1 billion
0.55% on the next $500 million
0.50% on the next $500 million
0.45% on the next $500 million
0.40% thereafter
EQ / Bernstein Diversified
Value 0.50% on first $1 billion
0.40% on next $1 billion
0.30% on next $1 billion
0.20% thereafter
SunAmerica Alliance
Growth 0.35% on first $50 million
0.30% on next $100 million
0.25% thereafter
MassMutual Large Cap
Growth 0.40% on first $300 million
0.37% on next $300 million
0.35% on next $300 million
0.32% on next $600 million
0.25% thereafter
- --------------------------------------------------------------------------------
50 o AllianceBernstein Large Cap Growth Fund
The Adviser also manages and sponsors retail mutual funds organized in
jurisdictions outside the United States, generally Luxembourg, and sold to
non-United States investors. The Adviser charges the following fee for an
offshore mutual fund with a similar investment style as the Fund:
Asset Class Fee
- --------------------------------------------------------------------------------
Equity Growth .80%
II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.
Lipper, Inc., an analytical service that is not affiliated with the Adviser,
compared the fees charged to the Fund with fees charged to other investment
companies for similar services by other investment advisers. Lipper's analysis
included the Fund's ranking with respect to the proposed advisory fees relative
to the Lipper group median at the approximate current asset level for the Fund.*
Lipper Group
Fee Median Rank
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund, Inc. 0.708 0.708 8/14
Lipper also analyzed the expense ratio of the Fund in comparison to its Lipper
Expense Group** and Lipper Expense Universe***. Lipper describes a Lipper
Expense Group as a representative sample of comparable funds and a Lipper
Universe as a broader group, consisting of all funds in the investment
classification/objective with a similar load type as the subject Fund. The
results of that analysis are set forth below:
Lipper Lipper Lipper
Expense Universe Universe Lipper Group
Ratio Median Rank Group Rank Median
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap
Growth Fund, Inc. 1.470 1.380 75/116 13/14 1.218
Based on this analysis, the Fund has a more favorable ranking on an advisory fee
basis than on a total expense ratio basis. This has resulted in a variety of
efforts by the Adviser to lower non-management expenses.
* A ranking of "1" means that the AllianceBernstein Fund has the lowest
effective fee rate in the Lipper peer group.
** Lipper uses the following criteria in screening funds to be included in each
Fund's expense group: fund type, investment classification/objective, load
type and similar 12b-1/non-12b-1 service fees, asset (size) comparability,
and expense components and attributes. An expense group will typically
consist of seven to twenty funds.
*** Except for asset (size) comparability, Lipper uses the same criteria for
selecting an expense group when selecting an expense universe. Unlike an
expense group, an expense universe allows for the same advisor to be
represented by more than just one fund.
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 51
III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO
THE ADVISORY AGREEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.
The profitability information for the Fund prepared by the Adviser for the Board
of the Directors was reviewed by the Senior Officer. An independent consultant
is working with the Adviser's personnel on a new system to produce profitability
information at the Fund level which will reflect the Adviser's management
reporting approach. It is possible that future Fund profitability information
may differ from previously reviewed information due to changes in methodologies
and allocations.
See Section IV for additional discussion.
IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH
SERVICES.
The Adviser's profitability for the Fund decreased during calendar 2004 relative
to 2003 primarily as a result of the reduction in the advisory fee schedule
implemented early in 2004.
In addition to the Adviser's direct profits from managing the Fund pursuant to
the investment advisory agreement, certain of the Adviser's affiliates have
business relationships with the Fund and may earn a profit from providing other
services to the Fund. These affiliates provide transfer agency and distribution
related services and receive transfer agent fees, Rule 12b-1 payments, front-end
sales loads, contingent deferred sales charges ("CDSC") and commissions for
providing brokerage services. In addition, the Adviser benefits from soft dollar
arrangements which offset expenses the Adviser would otherwise incur. Additional
information regarding distribution related fees can be found in the prospectus
of the Fund.
Different classes of shares are charged different types of distribution fees.
The Adviser's affiliate, AllianceBernstein Investment Research and Management
Inc. ("ABIRM"), is the Fund's principal underwriter. ABIRM and the Adviser may
make payments* from their own resources, in addition to sales loads and Rule
12b-1 fees, to firms that sell shares of the Fund. In 2004, ABIRM paid from its
own resources approximately .04% of the average monthly assets of the Fund for
distribution services and educational support. For 2005, it is anticipated that
ABIRM will pay approximately .04% of average monthly assets of the Fund for such
purposes.
* The total amount paid to the financial intermediary in connection with the
sale of shares will generally not exceed the sum of (a) .25% of the current
year's Fund sales by that firm and (b) .10% of the average daily net assets
attributable to that firm over the year.
- --------------------------------------------------------------------------------
52 o AllianceBernstein Large Cap Growth Fund
After payments to third party intermediaries, ABIRM retained the following
amount in Class A front-end load sales charges from sales of the Fund's shares
in the Fund's most recent fiscal year:
Amount Received
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund, Inc. $47,224
ABIRM received the amounts set forth below in Rule 12b-1 fees and CDSC for the
Fund during the Fund's most recent fiscal year. A significant percentage of such
amounts were paid out to third party intermediaries by ABIRM.
12b-1Fee
Received* CDSC Received
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund, Inc. $37,430,814 $3,164,195
Fees and reimbursements for out of pocket expenses charged by Alliance Global
Investor Services, Inc. ("AGIS"), the affiliated transfer agent, are based on
the level of the network account and the class of share held by the account.
AGIS also receives a fee per shareholder sub-account for each account maintained
by an intermediary on an omnibus basis. AGIS' after-tax profitability decreased
in 2004 in comparison to 2003.
AGIS received the following fee from the Fund in the most recent fiscal year:
AGIS Fee
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund $14,390,000
The Fund effected brokerage transactions through the Adviser's affiliate,
Sanford C. Bernstein & Co. LLC ("SCB"), and paid commissions during the Fund's
recent fiscal year. The Adviser represented that SCB's profitability from
business conducted with the Fund is comparable to the profitability of SCB's
dealings with other third party clients.
V. POSSIBLE ECONOMIES OF SCALE
The Adviser has indicated that the breakpoints in the fee schedule for the Fund
reflect a sharing of economies of scale to the extent they exist. Based on some
of the professional literature that have considered economies of scale in the
mutual fund industry it is thought that to the extent economies of scale exist,
they may more often exist across a fund family as opposed to a specific fund.
This is because the costs incurred by the Adviser, such as investment research
or technology for trading or compliance systems can be spread across a greater
asset base as the fund family increases in size. It is also possible that as the
level of services required to operate a successful investment company has
increased over time, and
* 12b-1 amounts are gross amounts paid to ABIRM.
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 53
advisory firms have made such investments in their business to provide improved
services, there may be a sharing of economies of scale without a reduction in
advisory fees.
An independent consultant made a presentation to the Board of Directors and the
Senior Officer regarding possible economies of scale or scope in the mutual fund
industry. Based on the presentation, it was evident that fund management
companies benefit from economies of scale. However, due to the lack of cost data
which forced the researchers to infer facts about the costs from the behavior of
fund expenses, there was a lack of consensus among researchers as to whether
economies of scale were being passed on to the shareholders. It is contemplated
that additional work will be performed to determine if the benefits of economies
of scale or scope are being passed to shareholders by the Adviser. In the
meantime, it is clear that to the extent the Fund's assets exceed the initial
breakpoint its shareholders benefit from a lower fee rate.
VI. NATURE AND QUALITY OF THE ADVISER'S SERVICES INCLUDING PERFORMANCE OF THE
FUND.
With assets under management of $534.4 billion as of March 31, 2005, the Adviser
has the investment experience and resources necessary to effectively manage the
Fund and provide non-investment services (described in Section II) to the Fund.
The information prepared by Lipper showed the 1, 3, 5 and 10 year performance
ranking of the Fund relative to its Lipper universe:
Performance Year
Rank in Performance Universe for Periods
Ended March 31, 2005
- --------------------------------------------------------------------------------
1 3 5 10
- --------------------------------------------------------------------------------
AllianceBernstein Large Cap
Growth Fund, Inc. 93/132 106/118 83/102 12/37
CONCLUSION:
Based on the factors discussed above the Senior Officer's conclusion is that the
proposed fee for the Fund is reasonable and within the range of what would have
been negotiated at arms-length in light of all the surrounding circumstances.
This conclusion in respect of the Fund is based on an evaluation of all of these
factors and no single factor was dispositive.
Dated: July 22, 2005
- --------------------------------------------------------------------------------
54 o AllianceBernstein Large Cap Growth Fund
NOTES
- -------------------------------------------------------------------------------
AllianceBernstein Large Cap Growth Fund o 55
NOTES
- --------------------------------------------------------------------------------
56 o AllianceBernstein Large Cap Growth Fund
[LOGO] AllianceBernstein (R)
Investment Research and Management
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
1345 Avenue of the Americas
New York, NY 10105
(800) 221-5672
APGAR0705
ITEM 2. CODE OF ETHICS.
(a) The registrant has adopted a code of ethics that applies to its principal
executive officer, principal financial officer and principal accounting officer.
A copy of the registrant's code of ethics is filed herewith as Exhibit 12(a)(1).
(b) During the period covered by this report, no material amendments were made
to the provisions of the code of ethics adopted in 2(a) above.
(c) During the period covered by this report, no implicit or explicit waivers to
the provisions of the code of ethics adopted in 2(a) above were granted.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The registrant's Board of Directors has determined that independent directors
David H. Dievler and William H. Foulk, Jr. qualify as audit committee financial
experts.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) - (c) The following table sets forth the aggregate fees billed by the
independent registered public accounting firm PricewaterhouseCoopers LLP, for
the Fund's last two fiscal years for professional services rendered for: (i) the
audit of the Fund's annual financial statements included in the Fund's annual
report to stockholders; (ii) assurance and related services that are reasonably
related to the performance of the audit of the Fund's financial statements and
are not reported under (i), which include advice and education on accounting and
auditing issues, quarterly press release review (for those Funds that issue
quarterly press releases), and preferred stock maintenance testing (for those
Funds that issue preferred stock); and (iii) tax compliance, tax advice and tax
return preparation.
Audit-Related
Audit Fees Fees Tax Fees
---------- ---------- --------
2004 $39,000 $1,708 $14,400
2005 $42,000 $3,680 $ 6,100
(d) Not applicable.
(e) (1) Beginning with audit and non-audit service contracts entered into on or
after May 6, 2003, the Fund's Audit Committee policies and procedures require
the pre-approval of all audit and non-audit services provided to the Fund by the
Fund's independent registered public accounting firm. The Fund's Audit Committee
policies and procedures also require pre-approval of all audit and non-audit
services provided to the Adviser and Service Affiliates to the extent that
these services are directly related to the operations or financial reporting
of the Fund.
(e) (2) All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in
the table under Item 4 (a) - (c) are for services pre-approved by the Fund's
Audit Committee.
(f) Not applicable.
(g) The following table sets forth the aggregate non-audit services provided to
the Fund, the Fund's Adviser and entities that control, are controlled by or
under common control with the Adviser that provide ongoing services to the Fund,
which include conducting an annual internal control report pursuant to Statement
on Auditing Standards No. 70 ("Service Affiliates"):
Total Amount of
Foregoing Column
Pre-approved by the
All Fees for Audit Committee
Non-Audit Services (Portion Comprised of
Provided to the Audit Related Fees)
Portfolio, the Adviser (Portion Comprised of
and Service Affiliates Tax Fees)
----------------------- ----------------------
2004 $743,182 [$16,108]
($1,708)
($14,400)
2005 $812,555 [$9,780]
($3,680)
($6,100)
(h) The Audit Committee of the Fund has considered whether the provision of any
non-audit services not pre-approved by the Audit Committee provided by the
Fund's independent registered public accounting firm to the Adviser and Service
Affiliates is compatible with maintaining the independent registered public
accounting firm's independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to the registrant.
ITEM 6. SCHEDULE OF INVESTMENTS.
Please see Schedule of Investments contained in the Report to Shareholders
included under Item 1 of this Form N-CSR.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable to the registrant.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to the registrant.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable to the registrant.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which shareholders may
recommend nominees to the Fund's Board of Directors since the Fund last provided
disclosure in response to this item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive officer and principal financial officer
have concluded that the registrant's disclosure controls and procedures (as
defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended)
are effective at the reasonable assurance level based on their evaluation of
these controls and procedures as of a date within 90 days of the filing date of
this document.
(b) There were no significant changes in the registrant's internal controls over
financial reporting during the second fiscal quarter of the period that could
significantly affect these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
ITEM 12. EXHIBITS.
The following exhibits are attached to this Form N-CSR:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
12 (a) (1) Code of Ethics that is subject to the
disclosure of Item 2 hereof
12 (b) (1) Certification of Principal Executive Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2) Certification of Principal Financial Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
12 (c) Certification of Principal Executive Officer and
Principal Financial Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant): AllianceBernstein Large Cap Growth Fund, Inc.
By: /s/ Marc O. Mayer
-----------------
Marc O. Mayer
President
Date: September 28, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ Marc O. Mayer
-----------------
Marc O. Mayer
President
Date: September 28, 2005
By: /s/ Mark D. Gersten
-------------------
Mark D. Gersten
Treasurer and Chief Financial Officer
Date: September 28, 2005