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: 811-00126
ALLIANCEBERNSTEIN GROWTH AND INCOME 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
AllianceBernstein 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: October 31, 2006
Date of reporting period: April 30, 2006
ITEM 1. REPORTS TO STOCKHOLDERS.
SEMI-ANNUAL REPORT
AllianceBernstein Growth & Income Fund
Semi-Annual Report
April 30, 2006
[LOGO]
ALLIANCEBERNSTEIN
INVESTMENTS
Investment Products Offered
o Are Not FDIC Insured
o May Lose Value
o Are Not Bank Guaranteed
The investment return and principal value of an investment in the Fund will
fluctuate as the prices of the individual securities in which it invests
fluctuate, so that your shares, when redeemed, may be worth more or less than
their original cost. You should consider the investment objectives, risks,
charges and expenses of the Fund carefully before investing. For a free copy of
the Fund's prospectus, which contains this and other information, visit our web
site at www.alliancebernstein.com or call your financial advisor or
AllianceBernstein(R) at (800) 227-4618. Please read the prospectus carefully
before you invest.
You may obtain performance information current to the most recent month-end by
visiting www.alliancebernstein.com.
This shareholder report must be preceded or accompanied by the Fund's
prospectus for individuals who are not current shareholders of the Fund.
You may obtain a description of the Fund's proxy voting policies and
procedures, and information regarding how the Fund voted proxies relating to
portfolio securities during the most recent 12-month period ended June 30,
without charge. Simply visit AllianceBernstein's web site at
www.alliancebernstein.com, or go to the Securities and Exchange Commission's
(the "Commission") web site at www.sec.gov, or call AllianceBernstein at (800)
227-4618.
The Fund files its complete schedule of portfolio holdings with the Commission
for the first and third quarters of each fiscal year on Form N-Q. The Fund's
Forms N-Q are available on the Commission's web site at www.sec.gov. The Fund's
Forms N-Q may also be reviewed and copied at the Commission's Public Reference
Room in Washington, DC; information on the operation of the Public Reference
Room may be obtained by calling (800) SEC-0330. AllianceBernstein publishes
full portfolio holdings for the Fund monthly at www.alliancebernstein.com.
AllianceBernstein Investments, Inc. is an affiliate of AllianceBernstein L.P.,
the manager of the funds, and is a member of the NASD.
AllianceBernstein(R) and the AB Logo are registered trademarks and service
marks used by permission of the owner, AllianceBernstein L.P.
June 16, 2006
Semi-Annual Report
This report provides management's discussion of fund performance for
AllianceBernstein Growth and Income Fund (the "Fund") for the semi-annual
reporting period ended April 30, 2006.
Investment Objective and Policies
The objective of this open-ended fund is long-term growth of capital. The Fund
invests primarily in the equity securities of U.S. companies that
AllianceBernstein believes are undervalued. The Fund also invests in
high-quality securities of non-U.S. issuers.
Investment Results
The table on page 4 shows the Fund's performance compared to its benchmark, the
Russell 1000 Value Index, for the six- and 12-month periods ended April 30,
2006. Also included in the table are returns for the Fund's peer group, as
represented by the Lipper Large-Cap Value Funds Average (the "Lipper Average").
Funds in the Lipper Average have generally similar investment objectives to the
Fund, although some may have different investment policies and sales and
management fees.
The Fund underperformed its benchmark and its Lipper Average during both the
six-month and 12-month periods ended April 30, 2006. During both periods,
disappointing relative performance was due primarily to stock selection. More
specifically, the Fund's relative performance shortfall was rooted in what
stocks the Fund has not owned, as opposed to the stocks that it has owned.
On the sector front, the Fund's underweighted positions in traditional value
sectors, such as energy and financials, continued to hurt the Fund's
performance. On the stock front, stock selection in the health care sector was
weak.
Market Review and Investment Strategy
U.S. stocks rose faster than their long-term trend during the six- and 12-month
periods ended April 30, 2006, as the economy and corporate profits remained
buoyant despite escalating geopolitical tension, surging commodity prices and
rising interest rates. As they have since the end of the internet bubble,
smaller companies and deep value stocks outperformed U.S. broad market indices
in both periods.
The Fund's Relative Value Investment team ("the team") continues to see great
investment opportunity in large, high-quality stocks which have severely
underperformed the broad market over the past five years, despite delivering
strong fundamental performance. In an investment period generally characterized
by a low concern for risk, the best performers have been the riskiest asset
classes: emerging markets, small companies and the stocks of volatile
businesses. This phenomenon has been dominant around the world for a number of
years now.
The team has always sought to buy high-quality businesses that are undervalued.
It is the cornerstone of a disciplined investment process that has served the
Fund's shareholders well over the long-term. The team remains
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 1
fully committed to executing on its strategy and believes recent
underperformance is mostly a function of the market's unusual appetite for the
types of companies that we generally limit the Fund's exposure to. As the
global economic and corporate profit cycles mature, the team expects investor
appetite for risk taking to approach more historically normal levels. The team
believes this could benefit many of the big, high-quality holdings similar to
stocks that currently populate the Fund.
The Fund continues to maintain a lower-than-benchmark and lower-than-peer group
profile in winning "value" sectors like commodities, including the energy and
basic materials sectors. The team believes prices have detached from
fundamentals in many of these areas as speculators have become more involved in
the short-term direction of stock prices. In some respects, the momentum
building in these areas is reminiscent of the excesses that defined the prior
investment style cycle top in early 2000. In that period, "growth" style
investing was all the rage and companies like Yahoo, Cisco and Intel were the
"can't get enough of" stocks. Today, companies like Burlington Northern and
Phelps Dodge, a railroad and a copper mining company, are now considered
"growth" stocks.
2 o ALLIANCEBERNSTEIN GROWTH & INCOME 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 Investments at (800) 227-4618. You should read the prospectus
carefully before you invest.
Returns are annualized for periods longer than one year. All fees and expenses
related to the operation of the Fund have been deducted. NAV returns do not
reflect sales charges; if sales charges were reflected, the Fund's quoted
performance would be lower. SEC returns reflect the applicable sales charges
for each share class: a 4.25% maximum front-end sales charge for Class A
shares; the applicable contingent deferred sales charge for Class B shares (4%
year 1, 3% year 2, 2% year 3, 1% year 4); a 1% 1 year contingent deferred sales
charge for Class C shares. Returns for the different share classes will vary
due to different expenses associated with each class. Performance assumes
reinvestment of distributions and does not account for taxes.
Benchmark Disclosure
The unmanaged Russell 1000 Value Index does not reflect fees and expenses
associated with the active management of a mutual fund portfolio. The Russell
1000 Value Index contains those securities in the Russell 1000 Index with a
less-than-average growth orientation. The Russell 1000 Index is comprised of
1000 of the largest capitalized companies that are traded in the United States.
For the six- and 12-month periods ended April 30, 2006, the Lipper Large-Cap
Value Funds Average consisted of 506 and 496 funds, respectively. These funds
have generally similar investment objectives to the Fund, although some may
have different investment policies and sales and management fees. An investor
cannot invest directly in an index or average, and their results are not
indicative of the performance for any specific investment, including the Fund.
A Word About Risk
Value investing does not guarantee profit or eliminate risk. Not all companies
whose stocks are considered to be value stocks are able to turn their
businesses around or successfully employ corrective strategies which would
result in stock prices that do not rise as initially expected. The Fund's
assets can be invested in foreign securities which may magnify asset value
fluctuations due to changes in foreign exchange rates and the possibility of
substantial volatility due to political and economic uncertainties in foreign
countries. While the Fund invests principally in common stocks and other equity
securities, in order to achieve its investment objectives, the Fund may at
times use certain types of investment derivatives, such as options, futures,
forwards and swaps. These instruments involve risks different from, and in
certain cases, greater than, the risks presented by more traditional
investments. These risks are fully discussed in the Fund's prospectus.
(Historical Performance continued on next page)
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 3
HISTORICAL PERFORMANCE
(continued from previous page)
THE FUND VS. ITS BENCHMARK Returns
-------------------------------
PERIODS ENDED APRIL 30, 2006 6 Months 12 Months
---------- -----------
AllianceBernstein Growth & Income Fund
Class A 9.17% 13.12%
Class B 8.86% 12.24%
Class C 8.84% 12.21%
Advisor Class* 9.05% 13.28%
Class R* 8.97% 12.60%
Class K* 8.99% 12.92%
Class I* 9.27% 13.21%
Russell 1000 Value Index 12.87% 18.30%
Lipper Large-Cap Value Funds Average 11.05% 16.53%
- -------------------------------------------------------------------------------
* Please note that these share classes are for investors purchasing shares
through institutional pension plans.
See Historical Performance and Benchmark disclosures on previous page.
(Historical Performance continued on next page)
4 o ALLIANCEBERNSTEIN GROWTH & INCOME FUND
HISTORICAL PERFORMANCE
(continued from previous page)
AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2006
- ---------------------------------------------------------------------
NAV Returns SEC Returns
Class A Shares
1 Year 13.12% 8.30%
5 Years 2.22% 1.36%
10 Years 10.20% 9.71%
Class B Shares
1 Year 12.24% 8.24%
5 Years 1.44% 1.44%
10 Years(a) 9.53% 9.53%
Class C Shares
1 Year 12.21% 11.21%
5 Years 1.44% 1.44%
10 Years 9.37% 9.37%
Advisor Class Shares+
1 Year 13.28% 13.28%
5 Years 2.46% 2.46%
Since Inception* 10.37% 10.37%
Class R Shares+
1 Year 12.60% 12.60%
Since Inception* 10.99% 10.99%
Class K Shares+
1 Year 12.92% 12.92%
Since Inception* 6.73% 6.73%
Class I Shares+
1 Year 13.21% 13.21%
Since Inception* 7.01% 7.01%
(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.
+ These share classes are offered at net asset value (NAV) to eligible
investors and their SEC returns are the same as the NAV returns. Please note
that these share classes are for investors purchasing shares through
institutional pension plans. The inception dates for these share classes are
listed above.
See Historical Performance disclosures on page 3.
(Historical Performance continued on next page)
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 5
HISTORICAL PERFORMANCE
(continued from previous page)
SEC AVERAGE ANNUAL RETURNS (WITH ANY APPLICABLE SALES CHARGES)
AS OF THE MOST RECENT CALENDAR QUARTER-END (MARCH 31, 2006)
- -------------------------------------------------------------------------------
SEC Returns
Class A Shares
1 Year 4.47%
5 Years 2.55%
10 Years 9.81%
Class B Shares
1 Year 4.40%
5 Years 2.60%
10 Years(a) 9.60%
Class C Shares
1 Year 7.38%
5 Years 2.60%
10 Years 9.43%
Advisor Class Shares+
1 Year 9.18%
5 Years 3.67%
Since Inception* 10.30%
Class R Shares+
1 Year 8.80%
Since Inception* 10.69%
Class K Shares+
1 Year 9.12%
Since Inception* 5.78%
Class I Shares+
1 Year 9.40%
Since Inception* 6.09%
(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 these share classes are 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.
6 o ALLIANCEBERNSTEIN GROWTH & INCOME FUND
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
November 1, 2005 April 30, 2006 During Period*
------------------------------ ------------------------------ ------------------------------
Actual Hypothetical Actual Hypothetical** Actual Hypothetical
-------------- -------------- -------------- -------------- -------------- --------------
Class A $ 1,000 $ 1,000 $ 1,091.74 $ 1,019.54 $ 5.50 $ 5.31
Class B $ 1,000 $ 1,000 $ 1,088.62 $ 1,015.82 $ 9.37 $ 9.05
Class C $ 1,000 $ 1,000 $ 1,088.37 $ 1,015.92 $ 9.27 $ 8.95
Advisor
Class $ 1,000 $ 1,000 $ 1,090.52 $ 1,020.88 $ 4.09 $ 3.96
Class R $ 1,000 $ 1,000 $ 1,089.65 $ 1,018.35 $ 6.74 $ 6.51
Class K $ 1,000 $ 1,000 $ 1,089.91 $ 1,020.08 $ 4.92 $ 4.76
Class I $ 1,000 $ 1,000 $ 1,092.71 $ 1,021.22 $ 3.74 $ 3.61
* Expenses are equal to the classes' annualized expense ratios of 1.06%,
1.81%, 1.79%, 0.79%, 1.30%, 0.95% and 0.72%, respectively, multiplied by the
average account value over the period, multiplied by 181/365 (to reflect the
one-half year period).
** Assumes 5% return before expenses.
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 7
PORTFOLIO SUMMARY
April 30, 2006 (unaudited)
PORTFOLIO STATISTICS
Net Assets ($mil): 4,920.7
SECTOR BREAKDOWN*
[ ] 28.2% Finance [PIE CHART OMITTED]
[ ] 16.2% Consumer Services
[ ] 12.8% Technology
[ ] 8.8% Energy
[ ] 8.6% Capital Goods
[ ] 7.2% Consumer Staples
[ ] 6.0% Health Care
[ ] 5.3% Utilities
[ ] 3.3% Transportation
[ ] 3.2% Basic Industry
[ ] 0.4% Consumer Manufacturing
TEN LARGEST HOLDINGS
April 30, 2006 (unaudited)
Company U.S. $ Value Net Assets
- ----------------------------------------------------------------------------
Citigroup, Inc. $247,252,500 5.0%
JPMorgan Chase & Co. 233,707,000 4.7
American International Group, Inc. 207,788,625 4.2
Time Warner, Inc. 183,570,000 3.7
Home Depot, Inc. 179,820,762 3.7
Fannie Mae 174,570,000 3.5
Microsoft Corp. 171,465,000 3.5
General Electric Co. 147,007,500 3.0
WellPoint, Inc. 145,237,600 3.0
International Business Machines Corp. 132,990,000 2.9
- ----------------------------------------------------------------------------
$1,823,408,987 37.2%
* All data are as of April 30, 2006. 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. These sector classifications
are broadly defined. The "Portfolio of Investments" section of the report
reflects more specific industry information and is consistent with the
investment restrictions discussed in the Fund's prospectus.
8 o ALLIANCEBERNSTEIN GROWTH & INCOME FUND
PORTFOLIO OF INVESTMENTS
April 30, 2006 (unaudited)
Company Shares U.S. $ Value
- ------------------------------------------------------------------------
COMMON STOCKS-99.6%
Finance-28.1%
Banking-0.6%
The Bank of New York, Inc. 850,000 $29,877,500
--------------
Banking - Money Center-5.7%
JPMorgan Chase & Co. 5,150,000 233,707,000
Wachovia Corp.* 800,000 47,880,000
--------------
281,587,000
Banking - Regional-4.1%
Bank of America Corp. 2,647,900 132,183,168
Northern Trust Corp.* 1,150,000 67,723,500
--------------
199,906,668
Brokerage & Money Management-1.2%
Goldman Sachs Group, Inc. 176,900 28,355,301
Merrill Lynch & Co., Inc.* 418,100 31,884,306
--------------
60,239,607
Insurance-7.6%
ACE, Ltd.* 1,400,000 77,756,000
American International Group, Inc. 3,184,500 207,788,625
Axis Capital Holdings, Ltd. 3,001,600 89,507,712
--------------
375,052,337
Mortgage Banking-3.6%
Fannie Mae 3,450,000 174,570,000
--------------
Miscellaneous-5.3%
Ambac Financial Group, Inc.* 150,000 12,354,000
Citigroup, Inc. 4,950,000 247,252,500
--------------
259,606,500
--------------
1,380,839,612
Consumer Services-16.1%
Broadcasting & Cable-9.3%
CBS Corp. 750,000 19,102,500
Comcast Corp. Cl.A(a) 1,150,000 35,592,500
News Corp.* 7,750,000 132,990,000
Time Warner, Inc.* 10,550,000 183,570,000
Viacom, Inc. Cl. B(a) 1,850,000 73,685,500
Westwood One, Inc. 1,200,000 11,580,000
--------------
456,520,500
Restaurants & Lodging-2.4%
Hilton Hotels Corp.* 2,750,000 74,085,000
McDonald's Corp. 1,334,400 46,130,208
--------------
120,215,208
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 9
Company Shares U.S. $ Value
- -------------------------------------------------------------------------
Retail - General Merchandise-4.4%
Home Depot, Inc.* 4,503,400 $179,820,762
Lowe's Cos., Inc. 392,100 24,721,905
The Gap, Inc. 709,300 12,831,237
--------------
217,373,904
--------------
794,109,612
Technology-12.7%
Communication Equipment-1.4%
Cisco Systems, Inc.(a) 1,420,700 29,763,665
Juniper Networks, Inc.(a) 395,100 7,301,448
Motorola, Inc. 1,400,000 29,890,000
--------------
66,955,113
Computer Hardware/Storage-4.9%
EMC Corp.(a) 5,750,000 77,682,500
International Business Machines Corp. 1,750,000 144,095,000
Sun Microsystems, Inc.(a) 4,444,700 22,223,500
--------------
244,001,000
Computer Services-0.2%
Fiserv, Inc.(a) 250,000 11,270,000
--------------
Computer Software-3.5%
Microsoft Corp. 7,100,000 171,465,000
--------------
Semiconductor Capital Equipment-1.7%
Applied Materials, Inc.* 2,429,300 43,605,935
KLA-Tencor Corp. 827,800 39,866,848
--------------
83,472,783
Semiconductor Components-0.6%
Advanced Micro Devices, Inc.(a)* 908,700 29,396,445
--------------
Software-0.4%
BEA Systems, Inc.(a)* 1,200,000 15,900,000
Check Point Software Technologies Ltd.(a) 250,000 4,837,500
--------------
20,737,500
--------------
627,297,841
Energy-8.8%
Domestic Producers-1.6%
Noble Energy, Inc. 1,750,000 78,715,000
--------------
International-4.1%
Chevron Corp. 1,250,000 76,275,000
Exxon Mobil Corp. 2,007,500 126,633,100
--------------
202,908,100
Oil Service-2.3%
Baker Hughes, Inc. 375,600 30,359,748
GlobalSantaFe Corp.* 46,800 2,864,628
Nabors Industries, Ltd.(a)* 2,083,600 77,780,788
--------------
111,005,164
10 o ALLIANCEBERNSTEIN GROWTH & INCOME FUND
Company Shares U.S. $ Value
- -------------------------------------------------------------------------
Miscellaneous-0.8%
ConocoPhillips 604,500 $40,441,050
--------------
433,069,314
Capital Goods-8.5%
Electrical Equipment-1.7%
Emerson Electric Co. 1,016,600 86,360,170
--------------
Machinery-0.4%
ITT Industries, Inc. 384,800 21,637,304
--------------
Miscellaneous-6.4%
General Electric Co. 4,250,000 147,007,500
Illinois Tool Works, Inc. 422,000 43,339,400
United Technologies Corp. 1,950,000 122,479,500
--------------
312,826,400
--------------
420,823,874
Consumer Staples-7.2%
Household Products-4.6%
Colgate-Palmolive Co. 250,000 14,780,000
Fortune Brands, Inc. 1,600,000 128,480,000
The Procter & Gamble Co. 1,400,000 81,494,000
--------------
224,754,000
Retail - Food & Drug-0.1%
CVS Corp.* 218,400 6,490,848
--------------
Tobacco-2.5%
Altria Group, Inc. 951,900 69,641,004
Loews Corp. - Carolina Group* 1,048,600 53,730,264
--------------
123,371,268
--------------
354,616,116
Health Care-6.0%
Drugs-2.7%
Eli Lilly & Co. 525,000 27,783,000
Forest Laboratories, Inc.(a)* 500,000 20,190,000
Merck & Co., Inc. 936,700 32,241,214
Pfizer, Inc. 1,500,000 37,995,000
Wyeth 249,300 12,133,431
--------------
130,342,645
Medical Services-3.3%
Health Management Associates, Inc. Cl.A* 365,000 7,559,150
UnitedHealth Group, Inc. 234,600 11,669,004
WellPoint, Inc.(a) 2,045,600 145,237,600
--------------
164,465,754
--------------
294,808,399
Utilities-5.3%
Electric & Gas Utility-0.8%
FirstEnergy Corp. 750,000 38,032,500
--------------
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 11
Company Shares U.S. $ Value
- -------------------------------------------------------------------------
Telephone Utility-4.5%
AT&T, Inc. 3,850,000 $100,908,500
BellSouth Corp. 1,148,400 38,792,952
Verizon Communications, Inc. 2,500,000 82,575,000
--------------
222,276,452
--------------
260,308,952
Transportation-3.3%
Air Freight-2.6%
United Parcel Service, Inc. Cl.B* 1,550,000 125,658,500
--------------
Railroads-0.7%
Union Pacific Corp. 397,400 36,246,854
--------------
161,905,354
Basic Industry-3.2%
Chemicals-3.0%
Air Products & Chemicals, Inc.* 1,850,000 126,762,000
E.I. Du Pont de Nemours & Co. 484,400 21,362,040
--------------
148,124,040
Containers - Metal/Glass/Paper-0.2%
Ball Corp. 265,000 10,594,700
--------------
158,718,740
Consumer Manufacturing-0.4%
Textile Products-0.4%
Building Materials Holding Corp.* 539,445 18,028,252
--------------
Total Investments Before Security Lending
Collateral-99.6%
(cost $4,200,911,583) 4,904,526,066
--------------
INVESTMENT OF CASH COLLATERAL FOR
SECURITIES LOANED-4.1%
Short-Term Investment
UBS Private Money Market Fund, LLC, 4.74%
(cost $200,375,550) 200,375,550 200,375,550
--------------
Total Investments-103.7%
(cost $4,401,287,133) 5,104,901,616
Other assets less liabilities-(3.7)% (184,191,483)
--------------
Net Assets-100% $4,920,710,133
--------------
* Represents entire or partial securities out on loan. See Note E for
securities lending information.
(a) Non-income producing security.
See notes to financial statements.
12 o ALLIANCEBERNSTEIN GROWTH & INCOME FUND
STATEMENT OF ASSETS & LIABILITIES
April 30, 2006 (unaudited)
Statement of Assets & Liabilities
Assets
Investments in securities, at value (cost $4,401,287,133-
including investments of cash collateral for securites
loaned of $200,375,550) $5,104,901,616(a)
Receivable for investment securities sold 104,338,169
Receivable for capital stock sold 13,544,593
Dividends receivable 9,090,596
---------------
Total assets 5,231,874,974
Liabilities
Due to custodian 7,214,529
Payable for collateral on securities loaned 200,375,550
Payable for investment securities purchased 65,535,339
Payable for capital stock redeemed 31,256,284
Advisory fee payable 2,045,108
Transfer Agent fee payable 970,648
Distribution fee payable 557,462
Administrative fee payable 7,748
Accrued expenses 3,202,173
---------------
Total liabilities 311,164,841
---------------
Net Assets $4,920,710,133
Composition of Net Assets
Capital stock, at par $ 12,290,059
Additional paid-in capital 4,501,046,250
Undistributed net investment income 17,354,847
Accumulated net realized loss on investment transactions (313,595,506)
Net unrealized appreciation of investments 703,614,483
---------------
$4,920,710,133
Net Asset Value Per Share--21 billion shares of capital stock authorized,
$.01 par value
Shares Net Asset
Class Net Assets Outstanding Value
- ------------------------------------------------------------------------
A $ 2,537,979,916 628,545,826 $ 4.04*
B $ 1,556,382,605 393,297,401 $ 3.96
C $ 624,879,529 157,472,306 $ 3.97
Advisor $ 198,646,028 48,987,996 $ 4.05
R $ 2,301,469 573,524 $ 4.01
K $ 44,968 11,129 $ 4.04
I $ 475,618 117,736 $ 4.04
* The maximum offering price per share for Class A shares was $4.22 which
reflects a sales charge of 4.25%.
(a) Includes securities on loan with a value of $193,791,504 (see Note E).
See notes to financial statements.
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 13
STATEMENT OF OPERATIONS
Six Months Ended April 30, 2006 (unaudited)
Investment Income
Dividends $53,664,395
Interest 394,988 $54,059,383
Expenses
Advisory fee 12,880,265
Distribution fee--Class A 3,569,366
Distribution fee--Class B 8,326,888
Distribution fee--Class C 3,274,911
Distribution fee--Class R 5,060
Distribution fee--Class K 35
Transfer agency--Class A 3,056,508
Transfer agency--Class B 2,211,616
Transfer agency--Class C 812,577
Transfer agency--Advisor Class 388,516
Transfer agency--Class R 2,665
Transfer agency--Class K 28
Transfer agency--Class I 25
Printing 631,344
Custodian 330,106
Registration 87,391
Legal 61,924
Administrative 45,584
Audit 33,051
Directors' fees 15,567
Miscellaneous 140,253
Total expenses 35,873,680
Less: expense offset arrangement
(see Note B) (84,489)
Net expenses 35,789,191
Net investment income 18,270,192
Realized and Unrealized Gain on
Investment Transactions
Net realized gain on
investment transactions 191,123,347
Net change in unrealized
appreciation/depreciation of investments 240,945,739
Net gain on investment transactions 432,069,086
Net Increase in Net Assets from
Operations $450,339,278
See notes to financial statements.
14 o ALLIANCEBERNSTEIN GROWTH & INCOME FUND
STATEMENT OF CHANGES IN NET ASSETS
Statement of Changes in Net Assets
Six Months
Ended Year Ended
April 30, 2006 October 31,
(unaudited) 2005
--------------- ---------------
Increase (Decrease) in Net Assets
from Operations
Net investment income $ 18,270,192 $ 61,673,862
Net realized gain on investment
transactions 191,123,347 1,062,096,564
Net change in unrealized
appreciation/depreciation
of investments 240,945,739 (590,725,074)
Net increase in net assets from
operations 450,339,278 533,045,352
Dividends to
Shareholders from
Net investment income
Class A (20,532,682) (15,823,255)
Class B (5,889,478) (4,834,738)
Class C (2,296,026) (1,811,072)
Advisor Class (3,827,969) (7,272,607)
Class R (21,113) (631)
Class K (93) (29)
Class I (119) (34)
Capital Stock Transactions
Net decrease (841,625,570) (2,174,499,337)
Total decrease (423,853,772) (1,671,196,351)
Net Assets
Beginning of period 5,344,563,905 7,015,760,256
End of period, (including undistributed net
investment income of $17,354,847 and
$31,652,135, respectively) $4,920,710,133 $5,344,563,905
See notes to financial statements.
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 15
NOTES TO FINANCIAL STATEMENTS
April 30, 2006 (unaudited)
NOTE A
Significant Accounting Policies
AllianceBernstein Growth and Income Fund, Inc. (the "Fund") 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 will automatically convert to Class A shares eight years after
the end of the calendar month of purchase. Class C shares are subject to a
contingent deferred sales charge of 1% on redemptions made within the first
year after purchase. Class R and Class K shares are sold without an initial or
contingent deferred sales charge. Advisor Class and Class I shares are sold
without an initial or contingent deferred sales charge and are not subject to
ongoing distribution expenses. All seven classes of shares have identical
voting, dividend, liquidation and other rights, except that each class bears
different distribution expenses and has exclusive voting rights with respect to
its distribution plan. The financial statements have been prepared in
conformity with U.S. generally accepted accounting principles which require
management to make certain estimates and assumptions that affect the reported
amounts of assets and liabilities in the financial statements and amounts of
income and expenses during the reporting period. Actual results could differ
from those estimates. Additional information about some of the items discussed
in these Notes to Financial Statements is contained in the Fund's Statement of
Additional Information, which is available upon request. The following is a
summary of significant accounting policies followed by the Fund.
1. Security Valuation
Portfolio securities are valued at their current market value determined on the
basis of market quotations or, if market quotations are not readily available
or are deemed unreliable, at "fair value" as determined in accordance with
procedures established by and under the general supervision of the Fund's Board
of Directors.
In general, the market value of securities which are readily available and
deemed reliable are determined as follows. Securities listed on a national
securities exchange or on a foreign securities exchange are valued at the last
sale price at the close of the exchange or foreign securities exchange. If
there has been no sale on such day, the securities are valued at the mean of
the closing bid and asked prices on such day. Securities listed on more than
one exchange are valued by reference to the principal exchange on which the
securities are traded; securities not listed
16 o ALLIANCEBERNSTEIN GROWTH & INCOME FUND
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,
AllianceBernstein L.P. (prior to February 24, 2006 known as 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. 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
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 17
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.
3. 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 accretes discounts and amortizes premiums as adjustments to
interest income.
4. Class Allocations
All income earned and expenses incurred by the Fund are borne on a pro-rata
basis by each outstanding class of shares, based on the proportionate interest
in the Fund represented by the net assets of such class, except for class
specific expenses which are allocated to the respective class. Realized and
unrealized gains and losses are allocated among the various share classes based
on relative net assets.
5. 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 these differences are permanent, such amounts are reclassified
within the capital accounts based on their federal tax basis treatment;
temporary differences do not require such reclassification.
NOTE B
Advisory Fee and Other Transactions with Affiliates
Under the terms of the investment advisory agreement, the Fund pays the Adviser
an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of
the next $2.5 billion and .40% in excess of $5 billion, of the Fund's average
daily net assets. Prior to September 7, 2004, the Fund paid the Adviser an
advisory fee at an annual rate of .625% of the first $5 billion, .60% of the
excess over $5 billion up to $7.5 billion, .575% of the excess over $7.5
billion up to $10 billion and .55% of the excess over $10 billion of the Fund's
average daily net assets. The fee is accrued daily and paid monthly.
Pursuant to the advisory agreement, the Fund paid $45,584 to the Adviser
representing the cost of certain legal and accounting services provided to the
Fund by the Adviser for the six months ended April 30, 2006.
18 o ALLIANCEBERNSTEIN GROWTH & INCOME FUND
The Fund compensates AllianceBernstein Investor Services, Inc. (prior to
February 24, 2006 known as Alliance Global Investor Services, Inc.) ("ABIS"), a
wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for
providing personnel and facilities to perform transfer agency services for the
Fund. ABIS may make payments to intermediaries that provide omnibus account
services, sub-accounting services and/or networking services. Such compensation
retained by ABIS amounted to $2,432,496 for the six months ended April 30, 2006.
For the six months ended April 30, 2006, the Fund's expenses were reduced by
$84,489 under an expense offset arrangement with ABIS.
AllianceBernstein Investments, Inc. (prior to February 24, 2006 known as
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 $23,262 from the sale of Class A shares
and received $27,509, $450,606 and $26,058 in contingent deferred sales charges
imposed upon redemptions by shareholders of Class A, Class B and Class C
shares, respectively, for the six months ended April 30, 2006.
Brokerage commissions paid on investment transactions for the six months ended
April 30, 2006 amounted to $4,899,298, of which $780,540 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 .30% of the Fund's average daily net assets
attributable to Class A shares, 1% of the Fund's average daily net assets
attributable to Class B and Class C shares, .50% of the Fund's average daily
net assets attributable to Class R shares and .25% of the average daily net
assets attributable to Class K shares. There are no distribution and servicing
fees on the Advisor Class and Class I shares. During the fiscal year, with
respect to Class A shares, payments to the Distributor were limited to .28% of
the average daily net assets attributable to Class A shares. The fees are
accrued daily and paid monthly. The Agreement provides that the Distributor
will use such payments in their entirety for distribution assistance and
promotional activities. The Distributor has incurred expenses in excess of the
distribution costs reimbursed by the Fund in the amounts of $40,647,617,
$9,447,230, $6,326 and $4 for Class B, Class C, Class R and Class K shares,
respectively; such costs may be recovered from the Fund in future
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 19
periods so long as the Agreement is in effect. In accordance with the
Agreement, there is no provision for recovery of unreimbursed distribution
costs incurred by the Distributor beyond the current fiscal year for Class A
shares. The Agreement also provides that the Adviser may use its own resources
to finance the distribution of the Fund's shares.
NOTE D
Investment Transactions
Purchases and sales of investment securities (excluding short-term investments)
for the six months ended April 30, 2006, were as follows:
Purchases Sales
--------------- ---------------
Investment securities (excluding
U.S. government securities) $1,479,142,541 $2,334,837,048
U.S. government securities -0- -0-
The cost of investments for federal income tax purposes was substantially the
same as the cost for financial reporting purposes. Accordingly, gross
unrealized appreciation and unrealized depreciation are as follows:
Gross unrealized appreciation $770,123,841
Gross unrealized depreciation (66,509,358)
--------------
Net unrealized appreciation $703,614,483
1. Option Transactions
For hedging purposes, the Fund may purchase and write (sell) put and call
options on U.S. and foreign government securities and foreign currencies that
are traded on U.S. and foreign securities exchanges and over-the-counter
markets.
The risk associated with purchasing an option is that the Fund pays a premium
whether or not the option is exercised. Additionally, the Fund bears the risk
of loss of premium and change in market value should the counterparty not
perform under the contract. Put and call options purchased are accounted for in
the same manner as portfolio securities. The cost of securities acquired
through the exercise of call options is increased by premiums paid. The
proceeds from securities sold through the exercise of put options are decreased
by the premiums paid.
When the Fund writes an option, the premium received by the Fund is recorded as
a liability and is subsequently adjusted to the current market value of the
option written. Premiums received from written options which expire unexercised
are recorded by the Fund on the expiration date as realized gains from options
written. The difference between the premium received and the amount paid on
effecting a closing purchase transaction, including brokerage commis-
20 o ALLIANCEBERNSTEIN GROWTH & INCOME FUND
sions, is also treated as a realized gain, or if the premium received is less
than the amount paid for the closing purchase transaction, as a realized loss.
If a call option is exercised, the premium received is added to the proceeds
from the sale of the underlying security or currency in determining whether the
Fund has realized a gain or loss. If a put option is exercised, the premium
received reduces the cost basis of the security or currency purchased by the
Fund. In writing an option, the Fund bears the market risk of an unfavorable
change in the price of the security or currency underlying the written option.
Exercise of an option written by the Fund could result in the Fund selling or
buying a security or currency at a price different from the current market
value. For the six months ended April 30, 2006 the Fund had no transactions
in written options.
NOTE E
Securities Lending
The Fund has entered into a securities lending agreement with UBSWarburg 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 restriction of the Fund. The Lending Agent will indemnify the Fund
for any losses resulting from a borrower's failure to return a loaned security
when due. As of April 30, 2006, the Fund had loaned securities with a value of
$193,791,504 and received cash collateral which was invested in a money market
fund at $200,375,550 as included in the accompanying portfolio of investments.
For the six months ended April 30, 2006, the Fund earned fee income of $27,263
which is included in interest income in the accompanying statement of
operations.
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 21
NOTE F
Capital Stock
Each class consists of 3,000,000,000 authorized shares. Transactions in capital
shares for each class were as follows:
Shares Amont
--------------------------- ------------------------------
Six Months Ended Year Ended Six Months Ended Year Ended
April 30, 2006 October 31, April 30, 2006 October 31,
(unaudited) 2005 (unaudited) 2005
------------ ------------ -------------- --------------
Class A
Shares sold 37,003,552 89,289,179 $144,925,537 $330,847,312
Shares issued in
reinvestment of
dividends 4,536,738 3,585,942 17,647,910 13,234,952
Shares converted
from Class B 13,928,213 24,186,427 54,941,718 90,038,345
Shares redeemed (111,214,467) (263,667,347) (436,108,493) (980,602,824)
Net decrease (55,745,964) (146,605,799) $(218,593,328) $(546,482,215)
Class B
Shares sold 5,492,510 19,711,198 $21,108,404 $71,722,619
Shares issued in
reinvestment of
dividends 1,256,335 1,068,417 4,811,762 3,879,250
Shares converted
to Class A (14,199,143) (24,642,982) (54,941,718) (90,038,345)
Shares redeemed (72,207,742) (171,041,829) (278,002,310) (623,343,184)
Net decrease (79,658,040) (174,905,196) $(307,023,862) $(637,779,660)
Class C
Shares sold 2,675,721 9,559,272 $10,315,023 $34,892,110
Shares issued in
reinvestment of
dividends 421,178 349,626 1,617,324 1,272,950
Shares redeemed (29,866,787) (69,109,584) (115,280,817) (252,384,120)
Net decrease (26,769,888) (59,200,686) $(103,348,470) $(216,219,060)
Advisor Class
Shares sold 7,325,864 62,142,357 $28,744,552 $231,129,450
Shares issued in
reinvestment of
dividends 472,693 1,586,290 1,843,503 5,868,702
Shares redeemed (61,739,349) (266,691,483) (244,261,623) (1,012,515,141)
Net decrease (53,940,792) (202,962,836) $(213,673,568) $(775,516,989)
22 o ALLIANCEBERNSTEIN GROWTH & INCOME FUND
Shares Amount
--------------------------- ------------------------------
Six Months Ended Year Ended Six Months Ended Year Ended
April 30, 2006 October 31, April 30, 2006 October 31,
(unaudited) 2005 (unaudited) 2005
------------ ------------ -------------- --------------
Class R
Shares sold 184,901 404,334 $713,424 $1,514,879
Shares issued in
reinvestment of
dividends 5,453 171 21,104 631
Shares redeemed (53,303) (10,209) (207,351) (36,995)
Net increase 137,051 394,296 $527,177 $1,478,515
March 1, March 1,
Six Months Ended 2005(a) to Six Months Ended 2005(a) to
April 30, 2006 October 31, April 30, 2006 October 31,
(unaudited) 2005 (unaudited) 2005
------------ ------------ -------------- --------------
Class K
Shares sold 8,472 2,657 $33,318 $10,072
Net increase 8,472 2,657 $33,318 $10,072
Class I
Shares sold 119,656 2,638 $471,442 $10,000
Shares redeemed (4,558) -0- (18,279) -0-
Net increase 115,098 2,638 $453,163 $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 future political and economic
developments which could adversely affect the value of such securities.
Moreover, securities of many foreign companies or foreign governments and their
markets may be less liquid and their prices more volatile than those of
comparable U.S. companies or of the U.S. Government.
Indemnification Risk--In the ordinary course of business, the Fund enters into
contracts that contain a variety of indemnifications. The Fund's maximum
exposure under these arrangements is unknown. However, the Fund has not had
prior claims or losses pursuant to these indemnifications 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
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 23
connection with abnormal redemption activity. Commitment fees related to the
Facility are paid by the participating funds and are included in miscellaneous
expense in the statement of operations. The Fund did not utilize the Facility
during the six months ended April 30, 2006.
NOTE I
Distributions to Shareholders
The tax character of distributions to be paid for the year ending October 31,
2006 will be determined at the end of the current fiscal year. The tax
character of distributions paid during the fiscal years ended October 31, 2005
and October 31, 2004 were as follows:
2005 2004
--------------- ---------------
Distributions paid from:
Ordinary income $29,742,366 $65,673,907
--------------- ---------------
Total taxable distributions $29,742,366 $65,673,907
As of October 31, 2005, the components of accumulated earnings/(deficit) on a
tax basis were as follows:
Undistributed ordinary income $31,589,348
Accumulated capital and other losses (494,474,066)(a)
Unrealized appreciation/(depreciation) 452,486,744(b)
--------------
Total accumulated earnings/(deficit) $(10,397,974)
(a) On October 31, 2005, the Fund had a net capital loss carryforward of
$494,474,066, which will expire in the year 2011. Future realized gains offset
by the loss carryforwards are not required to be distributed to shareholders.
To the extent future capital gains are offset by capital loss carryforwards
such gains will not be distributed. Any such gains distributed may be taxable
to shareholders. During the fiscal year, the Fund utilized capital loss
carryforwards of $998,579,052.
(b) The difference between book-basis and tax-basis unrealized
appreciation/(depreciation) is attributable primarily to the tax deferral of
losses on wash sales.
NOTE J
Legal Proceedings
As has been previously reported, the staff of the U.S. Securities and Exchange
Commission ("SEC") and the NYAG have been investigating practices in the mutual
fund industry identified as "market timing" and "late trading" of mutual fund
shares. Certain other regulatory authorities have also been conducting
investigations into these practices within the industry and have requested that
the Adviser provide information to them. The Adviser has been cooperating and
will continue to cooperate with all of these authorities.
On December 18, 2003, the Adviser confirmed that it had reached terms with the
SEC and the NYAG for the resolution of regulatory claims relating to the
practice of "market timing" mutual fund shares in some of the AllianceBernstein
24 o ALLIANCEBERNSTEIN GROWTH & INCOME FUND
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
Assurance of Discontinuance dated September 1, 2004 ("NYAG Order"). Among the
key provisions of these agreements are the following:
(i) The Adviser agreed to establish a $250 million fund (the
"Reimbursement Fund") to compensate mutual fund shareholders for the adverse
effects of market timing attributable to market timing relationships described
in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be
paid, in order of priority, to fund investors based on (i) their aliquot share
of losses suffered by the fund due to market timing, and (ii) a proportionate
share of advisory fees paid by such fund during the period of such market
timing;
(ii) The Adviser agreed to reduce the advisory fees it receives from
some of the AllianceBernstein long-term, open-end retail funds until December
31, 2008; and
(iii) The Adviser agreed to implement changes to its governance and
compliance procedures. Additionally, the SEC Order and the NYAG Order
contemplate that the Adviser's registered investment company clients, including
the Fund, will introduce governance and compliance changes.
In anticipation of final, definitive documentation of the NYAG Order and
effective January 1, 2004, the Adviser began waiving a portion of its advisory
fee. On September 7, 2004, the Fund's investment advisory agreement was amended
to reflect the reduced advisory fee. For more information on this waiver and
amendment to the Fund's investment advisory agreement, please see "Advisory Fee
and Other Transactions with Affiliates" above.
A special committee of the Adviser's Board of Directors, comprised of the
members of the Adviser's Audit Committee and the other independent member of
the Adviser's Board, directed and oversaw 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
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 25
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, 43 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. The
plaintiffs in such lawsuits have asserted a variety of theories for recovery
including, but not limited to, violations of the Securities Act, the Exchange
Act, the Advisers Act, the Investment Company Act, the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), certain state securities
laws and common law. All state court actions against the Adviser either were
voluntarily dismissed or removed to federal court. On February 20, 2004, the
Judicial Panel on Multidistrict Litigation transferred all actions to the
United States District Court for the District of Maryland (the "Mutual Fund
MDL").
On September 29, 2004, plaintiffs filed consolidated amended complaints with
respect to four claim types: mutual fund shareholder claims; mutual fund
derivative claims; derivative claims brought on behalf of Alliance Holding; and
claims brought under ERISA by participants in the Profit Sharing Plan for
Employees of the Adviser. All four complaints include substantially identical
factual allegations, which appear to be based in large part on the SEC Order
and the NYAG Order. The claims in the mutual fund derivative consolidated
amended complaint are generally based on the theory that all fund advisory
agreements, distribution agreements and 12b-1 plans between the Adviser and the
AllianceBernstein Funds should be invalidated, regardless of whether market
timing occurred in each individual fund, because each was approved by fund
trustees on the basis of materially misleading information with respect to the
level of market timing permitted in funds managed by the Adviser. The claims
asserted in the other three consolidated amended complaints are similar to
those that the respective plaintiffs asserted in their previous federal
lawsuits. All of these lawsuits seek an unspecified amount of damages.
26 o ALLIANCEBERNSTEIN GROWTH & INCOME FUND
On April 21, 2006, the Advisor and attorneys for the plaintiffs in the mutual
fund shareholder claims, mutual fund derivative claims, and ERISA claims
entered into a confidential memorandum of understanding ("MOU") containing
their agreements to settle these claims. The agreement will be documented by a
stipulation of settlement and will be submitted for court approval at a later
date.
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 Commissioner") (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 October 19, 2005, the WVAG Complaint was
transferred to the Mutual Fund MDL.
On August 30, 2005, the deputy commissioner of securities of the West Virginia
Securities Commissioner signed a Summary Order to Cease and Desist, and Notice
of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary
Order claims that the Adviser and Alliance Holding violated the West Virginia
Uniform Securities Act, and makes factual allegations generally similar to
those in the Commission Order and the NYAG Order. On January 26, 2006, the
Adviser, Alliance Holding, and various unaffiliated defendants filed a Petition
for Writ of Prohibition and Order Suspending Proceedings in West Virginia state
court seeking to vacate the Summary Order and for other relief. On April 12,
2006, respondents' petition was denied. On May 4, 2006, respondents appealed
the court's determination.
On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v.
Alliance Capital Management L.P., et al. ("Aucoin Complaint") was filed against
the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA
Financial, Inc., AllianceBernstein Investment Research & Management, Inc.,
certain current and former directors of the AllianceBernstein Mutual Funds, and
unnamed Doe defendants. The Aucoin Complaint names certain of the
AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was
filed in the United States District Court for the Southern District of New York
by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 27
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, nine additional lawsuits making factual allegations
substantially similar to those in the Aucoin Complaint were filed against the
Adviser and certain other defendants. All nine of the lawsuits (i) were brought
as class actions filed in the United States District Court for the Southern
District of New York, (ii) assert claims substantially identical to the Aucoin
Complaint, and (iii) are brought on behalf of shareholders of the Funds.
On February 2, 2005, plaintiffs filed a consolidated amended class action
complaint ("Aucoin Consolidated Amended Complaint") that asserts claims
substantially similar to the Aucoin Complaint and the nine additional lawsuits
referenced above. On October 19, 2005, the District Court dismissed each of the
claims set forth in the Aucoin Consolidated Amended Complaint, except for
plaintiffs' claim under Section 36(b) of the Investment Company Act. On
January 11, 2006, the District Court granted defendants' motion for
reconsideration and dismissed the remaining Section 36(b) claim. On May 31,
2006 the District Court denied plaintiffs' motion for leave to file an amended
complaint.
It is possible that these matters and/or other developments resulting from
these matters could result in increased redemptions of the AllianceBernstein
Mutual Funds' shares or other adverse consequences to the AllianceBernstein
Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell
investments held by those funds to provide for sufficient liquidity and could
also have an adverse effect on the investment performance of the
AllianceBernstein Mutual Funds. However, the Adviser believes that these
matters are not likely to have a material adverse effect on its ability to
perform advisory services relating to the AllianceBernstein Mutual Funds.
28 o ALLIANCEBERNSTEIN GROWTH & INCOME FUND
NOTE K
Subsequent Event
On June 14, 2006, KPMG LLP ("KPMG") was selected as the Fund's independent
registered public accounting firm for the 2006 fiscal year. A majority of the
Fund's Board of Directors, including a majority of the independent Directors,
approved the appointment of KPMG LLP. The predecessor independent registered
public accounting firm's reports on the Fund's financial statements for the
year ended October 31, 2005 and the year ended October 31, 2004 contained no
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles. During such fiscal
periods there were no disagreements between the Fund and the predecessor
independent registered public accounting firm on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which such disagreements, if not resolved to the satisfaction of
the predecessor independent registered accounting firm, would have caused them
to make reference to the subject matter of the disagreement in connection with
their reports on the financial statements for such periods.
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 29
FINANCIAL HIGHLIGHTS
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
----------------------------------------------------------------------------
Class A
----------------------------------------------------------------------------
Six Months
Ended
April 30, Year Ended October 31
2006, --------------------------------------------------------------
(unaudited) 2005 2004 2003 2002 2001
----------- ----------- ----------- ----------- ----------- -----------
Net asset value,
beginning of period $3.73 $3.48 $3.15 $2.60 $3.42 $4.07
Income From Investment
Operations
Net investment income(a) .02 .04 .03(b) .03 .03 .02
Net realized and unrealized
gain (loss) on investment
transactions .32 .23 .34 .56 (.71) (.39)
Net increase (decrease) in net
asset value from operations .34 .27 .37 .59 (.68) (.37)
Less: Dividends and
Distributions
Dividends from net
investment income (.03) (.02) (.03) (.02) (.02) (.04)
Tax return of capital -0- -0- -0- (.02) (.02) -0-
Distributions from net realized
gain on investment
transactions -0- -0- (.01) -0- (.10) (.24)
Total dividends and
distributions (.03) (.02) (.04) (.04) (.14) (.28)
Net asset value, end of period $4.04 $3.73 $3.48 $3.15 $2.60 $3.42
Total Return
Total investment return based
on net asset value(c) 9.17% 7.77% 11.77% 22.89% (20.89)% (9.49)%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $2,537,980 $2,553,632 $2,893,373 $3,003,001 $2,553,700 $2,914,367
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements 1.06%(d)(e) 1.06% 1.02% 1.22% 1.14% 1.09%
Expenses, before waivers/
reimbursements 1.06%(d)(e) 1.06% 1.13% 1.22% 1.14% 1.09%
Net investment income 1.02%(d) 1.19% .85%(b) .94% .83% .64%
Portfolio turnover rate 27% 63% 48% 43% 75% 67%
See footnote summary on page 36.
30 o ALLIANCEBERNSTEIN GROWTH & INCOME FUND
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Financial Highlights
----------------------------------------------------------------------------------
Class B
----------------------------------------------------------------------------------
Six Months
Ended
April 30, Year Ended October 31,
2006, --------------------------------------------------------------------
(unaudited) 2005 2004 2003 2002 2001
----------- ----------- ----------- ----------- ----------- -----------
Net asset value,
beginning of period $3.65 $3.42 $3.11 $2.56 $3.37 $4.02
Income From Investment
Operations
Net investment income(a) .01 .02 -0-(b)(f) .01 -0-(e) -0-(f)
Net realized and unrealized
gain (loss) on investment
transactions .31 .22 .33 .56 (.69) (.39)
Net increase (decrease) in net
asset value from operations .32 .24 .33 .57 (.69) (.39)
Less: Dividends and
Distributions
Dividends from net
investment income (.01) (.01) (.01) (.01) (.01) (.02)
Tax return of capital -0- -0- -0- (.01) (.01) -0-
Distributions from net realized
gain on investment
transactions -0- -0- (.01) -0- (.10) (.24)
Total dividends and distributions (.01) (.01) (.02) (.02) (.12) (.26)
Net asset value, end of period $3.96 $3.65 $3.42 $3.11 $2.56 $3.37
Total Return
Total investment return based
on net asset value(c) 8.86% 6.96% 10.49% 22.19% (21.52)% (10.22)%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $1,556,383 $1,728,375 $2,218,606 $2,555,235 $2,484,499 $3,360,119
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements 1.81%(d)(e) 1.80% 1.77% 1.97% 1.88% 1.84%
Expenses, before waivers/
reimbursements 1.81%(d)(e) 1.80% 1.88% 1.97% 1.88% 1.84%
Net investment income
(loss) .27%(d) .47% .10%(b) .19% .07% (.11)%
Portfolio turnover rate 27% 63% 48% 43% 75% 67%
See footnote summary on page 36.
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 31
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
----------------------------------------------------------------------------
Class C
----------------------------------------------------------------------------
Six Months
Ended
April 30, Year Ended October 31,
2006, -----------------------------------------------------------------
(unaudited) 2005 2004 2003 2002 2001
----------- ----------- ----------- ----------- ----------- -----------
Net asset value,
beginning of period $3.66 $3.43 $3.11 $2.57 $3.37 $4.02
Income From Investment
Operations
Net investment income(a) .01 .02 -0-(b)(f) .01 -0-(f) -0-(f)
Net realized and unrealized
gain (loss) on investment
transactions .31 .22 .34 .55 (.68) (.39)
Net increase (decrease) in net
asset value from operations .32 .24 .34 .56 (.68) (.39)
Less: Dividends and
Distributions
Dividends from net
investment income (.01) (.01) (.01) (.01) (.01) (.02)
Tax return of capital -0- -0- -0- (.01) (.01) -0-
Distributions from net realized
gain on investment
transactions -0- -0- (.01) -0- (.10) (.24)
Total dividends and distributions (.01) (.01) (.02) (.02) (.12) (.26)
Net asset value, end of period $3.97 $3.66 $3.43 $3.11 $2.57 $3.37
Total Return
Total investment return based
on net asset value(c) 8.84% 6.94% 10.82% 21.71% (21.21)% (10.23)%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $624,879 $675,089 $835,755 $975,038 $960,176 $1,233,033
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements 1.79%(d)(e) 1.79% 1.75% 1.95% 1.86% 1.83%
Expenses, before waivers/
reimbursements 1.79%(d)(e) 1.79% 1.86% 1.95% 1.86% 1.83%
Net investment income (loss) .29%(d) .48% .12%(b) .21% .09% (.10)%
Portfolio turnover rate 27% 63% 48% 43% 75% 67%
See footnote summary on page 36.
32 o ALLIANCEBERNSTEIN GROWTH & INCOME FUND
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Financial Highlights
----------------------------------------------------------------------------
Advisor Class
----------------------------------------------------------------------------
Six Months
Ended
April 30, Year Ended October 31,
2006, ---------------------------------------------------------------
(unaudited) 2005 2004 2003 2002 2001
----------- ----------- ----------- ----------- ----------- -----------
Net asset value,
beginning of period $3.75 $3.49 $3.16 $2.61 $3.43 $4.08
Income From Investment
Operations
Net investment income(a) .03 .06 .04(b) .04 .04 .03
Net realized and unrealized
gain (loss) on investment
transactions .31 .22 .34 .56 (.71) (.39)
Net increase (decrease) in net
asset value from operations .34 .28 .38 .60 (.67) (.36)
Less: Dividends and
Distributions
Dividends from net
investment income (.04) (.02) (.04) (.03) (.02) (.05)
Tax return of capital -0- -0- -0- (.02) (.03) -0-
Distributions from net realized
gain on investment
transactions -0- -0- (.01) -0- (.10) (.24)
Total dividends and distributions (.04) (.02) (.05) (.05) (.15) (.29)
Net asset value, end of period $4.05 $3.75 $3.49 $3.16 $2.61 $3.43
Total Return
Total investment return based
on net asset value(c) 9.05% 8.15% 12.00% 23.15% (20.62)% (9.27)%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $198,646 $385,823 $1,067,879 $994,254 $681,620 $700,348
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements .79%(d)(e) .75% .73% .94% .86% .84%
Expenses, before waivers/
reimbursements .79%(d)(e) .75% .84% .94% .86% .84%
Net investment income 1.30%(d) 1.53% 1.13%(b) 1.22% 1.10% .87%
Portfolio turnover rate 27% 63% 48% 43% 75% 67%
See footnote summary on page 36.
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 33
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
--------------------------------------
Class R
--------------------------------------
Six Months
Ended November 3,
April 30, Year Ended 2003(g) to
2006 October 31, October 31,
(unaudited) 2005 2004
----------- ----------- -----------
Net asset value, beginning of period $3.72 $3.48 $3.17
Income From Investment Operations
Net investment income(a) .02 .01 .02(b)
Net realized and unrealized gain on investment transactions .31 .25 .32
Net increase in net asset value from operations .33 .26 .34
Less: Dividends and Distributions
Dividends from net investment income (.04) (.02) (.02)
Distributions from net realized gain on investment transactions -0- -0- (.01)
Total dividends and distributions (.04) (.02) (.03)
Net asset value, end of period $4.01 $3.72 $3.48
Total Return
Total investment return based on net asset value(c) 8.97% 7.36% 10.81%
Ratios/Supplemental Data
Net assets, end of period (000's omitted) $2,301 $1,625 $147
Ratio to average net assets of:
Expenses, net of waivers/reimbursements 1.30%(d)(e) 1.42% 1.16%(d)
Expenses, before waivers/reimbursements 1.30%(d)(e) 1.42% 1.27%(d)
Net investment income .77%(d) .56% .67%(d)
Portfolio turnover rate 27% 63% 48%
See footnote summary on page 36.
34 o ALLIANCEBERNSTEIN GROWTH & INCOME FUND
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Financial Highlights
-------------------------
Class K
-------------------------
Six Months
Ended March 1,
April 30, 2005(g) to
2006 October 31,
(unaudited) 2005
----------- -----------
Net asset value, beginning of period $3.74 $3.79
Income From Investment Operations
Net investment income(a) .02 .03
Net realized and unrealized gain (loss) on investment transactions .32 (.07)
Net increase (decrease) in net asset value from operations .34 (.04)
Less: Dividends
Dividends from net investment income (.04) (.01)
Net asset value, end of period $4.04 $3.74
Total Return
Total investment return based on net asset value(c) 8.99% (1.02)%
Ratios/Supplemental Data
Net assets, end of period (000's omitted) $45 $10
Ratio to average net assets of:
Expenses(d) .95%(e) 1.03%
Net investment income(d) 1.19% .79%
Portfolio turnover rate 27% 63%
See footnote summary on page 36.
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 35
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
-------------------------
Class I
-------------------------
Six Months
Ended March 1,
April 30, 2005(g) to
2006 October 31,
(unaudited) 2005
----------- -----------
Net asset value, beginning of period $3.74 $3.79
Income From Investment Operations
Net investment income(a) .02 .04
Net realized and unrealized gain (loss) on investment transactions .33 (.08)
Net increase (decrease) in net asset value from operations .35 (.04)
Less: Dividends
Dividends from net investment income (.05) (.01)
Net asset value, end of period $4.04 $3.74
Total Return
Total investment return based on net asset value(c) 9.27% (.97)%
Ratios/Supplemental Data
Net assets, end of period (000's omitted) $476 $10
Ratio to average net assets of:
Expenses(d) .72%(e) .74%
Net investment income(d) 1.64% 1.08%
Portfolio turnover rate 27% 63%
(a) Based on average shares outstanding.
(b) Net of expenses waived by the Adviser and the Transfer Agent.
(c) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period. Initial sales charges or contingent
deferred sales charges are not reflected in the calculation of total investment
return. Total return does not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares. Total
investment return calculated for a period of less than one year is not
annualized.
(d) Annualized.
(e) The ratio includes expenses attributable to estimated cost of proxy
solicitation.
(f) Amount is less than $.005.
(g) Commencement of distributions.
36 o ALLIANCEBERNSTEIN GROWTH & INCOME FUND
RESULTS OF SHAREHOLDERS MEETING
(unaudited)
A Special Meeting of the AllianceBernstein Growth and Income Fund (the "Fund")
was held on November 15, 2005 and adjourned until December 6, 2005, and
December 19, 2005. At the November 15, 2005 Meeting, with respect to the first
item of business, the election of Directors, the required number of outstanding
shares were voted in favor of the proposal, and the proposal was approved. At
the December 19, 2005 Meeting, with respect to the third item of business, the
amendment, elimination, or reclassification as non-fundamental of the
fundamental investment restrictions, and the fourth item of business, the
reclassification of the Fund's fundamental investment objective as
non-fundamental with changes to the Fund's investment objectives, the required
number of outstanding shares voted in favor of each proposal, and each proposal
was approved. With respect to the second item of business, approval of
amendment and restatement of the Charter, an insufficient number of required
outstanding shares voted in favor of the proposal, and the proposal was not
approved. A description of each proposal and number of shares voted at the
Meetings are as follows (the proposal numbers shown below correspond to the
proposal numbers in the Fund's proxy statement):
1. The election of the Trustees, each such Trustee to serve a term of an
indefinite duration and until his or her successor is duly elected and
qualifies.
Withheld
Voted For Authority
--------------------------------------------
Ruth Block 773,835,066 24,612,239
David H. Dievler 399,223,652 26,153,721
John H. Dobkin 774,382,782 24,064,523
Michael J. Downey 774,585,427 23,861,877
William H. Foulk, Jr. 773,971,834 24,475,471
D. James Guzy 748,781,743 49,665,562
Marc O. Mayer 772,920,929 25,526,375
Marshall C. Turner, Jr. 774,391,468 24,055,837
Voted Broker
Voted For Against Abstained Non-Votes
- ------------------------------------------------------------------------------------------
2. Approve the Amendment 732,653,218 21,233,406 35,903,096 0
and Restatement of the
Charter
3.A. Diversification 568,288,225 23,061,879 23,061,879 198,514,126
3.B. Issuing Senior Securities 564,518,323 26,733,319 8,681,537 198,514,126
and Borrowing Money
3.C. Underwriting Securities 565,750,949 24,557,807 9,624,423 198,514,126
3.D. Concentration of 566,651,220 23,885,295 9,396,663 198,514,126
Investments
3.E. Real Estate and 566,743,959 24,077,643 9,111,576 198,514,126
Companies that Deal
in Real Estate
3.F. Commodity Contracts 565,208,828 25,576,163 9,148,187 198,514,126
and Futures Contracts
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 37
Voted Broker
Voted For Against Abstained Non-Votes
- ------------------------------------------------------------------------------------------
3.G. Loans 564,925,534 26,092,880 8,914,764 198,514,126
3.I. Exercising Control 566,129,593 23,472,984 10,330,601 198,514,126
3.J. Other Investment 565,198,263 25,223,771 9,511,145 198,514,126
Companies
3.K. Oil, Gas and Other 567,216,385 24,165,590 8,551,203 198,514,126
Types of Minerals or
Mineral Leases
3.L. Purchases of Securities 563,513,898 27,866,387 8,552,893 198,514,126
on Margin
3.M. Short Sales 564,226,660 26,945,490 8,761,028 198,514,126
3.N. Pledging, 563,241,701 27,215,592 9,475,885 198,514,126
Hypothecating,
Mortgaging, or
Otherwise
Encumbering Assets
3.O. Illiquid or Restricted 563,914,849 26,943,681 9,074,649 198,514,126
Securities
3.P. Warrants 564,698,540 25,929,019 9,305,619 198,514,126
3.Q. Unseasoned 562,850,221 28,024,339 9,058,618 198,514,126
Companies
3.T. Securities of Issuers 564,144,613 27,156,496 8,632,069 198,514,126
in which Officers, or
Directors, or Partners
have an Interest
3.Z.1 Investment Grade 568,593,808 22,608,867 8,730,502 198,514,126
Securities
4.B. The Reclassification 644,204,384 51,953,828 35,365,858 200,643,254
as Non-Fundamental
and Changes to Specific
Fund's Investment
Objectives
38 o ALLIANCEBERNSTEIN GROWTH & INCOME 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)
D. James Guzy(1)
Nancy P. Jacklin(1)
Marshall C. Turner, Jr.(1)
OFFICERS
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer
Frank V. Caruso(2), Senior Vice President
Paul C. Rissman, Senior Vice President
Craig Ayers, Vice President
Thomas J. Bardong, Vice President
Aryeh Glatter, Vice President
Stephen Pelensky, Vice President
Emilie D. Wrapp, Secretary
Mark D. Gersten, Treasurer and Chief Financial Officer
Vincent S. Noto, Controller
Custodian
State Street Bank & Trust Company
One Lincoln Street
Boston, MA 02111
Principal Underwriter
AllianceBernstein Investments, Inc.
1345 Avenue of the Americas
New York, NY 10105
Legal Counsel
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
Transfer Agent
AllianceBernstein Investor Services, Inc.
P.O. Box 786003
San Antonio, TX 78278-6003
Toll-Free (800) 221-5672
Independent Registered Public Accounting Firm
KPMG LLP
345 Park Avenue
23rd Floor
New York, NY 10154
(1) Member of the Audit Committee, Governance and Nominating Committee and
the Independent Directors Committee.
(2) The day-to-day management of and investment decisions for the Fund are
made by the Relative Value Investment Team. Mr. Caruso is the investment
professional with the most significant responsibility for the day-to-day
management of the Fund.
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 39
ALLIANCEBERNSTEIN FAMILY OF FUNDS
- --------------------------------------------
Wealth Strategies Funds
- --------------------------------------------
Balanced Wealth Strategy
Wealth Appreciation Strategy
Wealth Preservation Strategy
Tax-Managed Balanced Wealth Strategy
Tax-Managed Wealth Appreciation Strategy
Tax-Managed Wealth Preservation Strategy
- --------------------------------------------
Blended Style Funds
- --------------------------------------------
U.S. Large Cap Portfolio
International Portfolio
Tax-Managed International Portfolio
- --------------------------------------------
Growth Funds
- --------------------------------------------
Domestic
Growth Fund
Mid-Cap Growth Fund
Large Cap Growth Fund
Small Cap Growth Portfolio
Global & International
Global Health Care Fund
Global Research Growth Fund
Global Technology Fund
Greater China '97 Fund
International Growth Fund
International Research Growth Fund*
- --------------------------------------------
Value Funds
- --------------------------------------------
Domestic
Balanced Shares
Focused Growth & Income Fund
Growth & Income Fund
Real Estate Investment Fund
Small/Mid-Cap Value Fund
Utility Income Fund
Value Fund
Global & International
Global Value Fund
International Value Fund
- --------------------------------------------
Taxable Bond Funds
- --------------------------------------------
Global Government Income Trust*
Corporate Bond Portfolio
Emerging Market Debt Fund
Global Strategic Income Trust
High Yield Fund
Multi-Market Strategy Trust
Intermediate Bond Portfolio*
Short Duration Portfolio
U.S. Government Portfolio
- --------------------------------------------
Municipal Bond Funds
- --------------------------------------------
National Michigan
Insured National Minnesota
Arizona New Jersey
California New York
Insured California Ohio
Florida Pennsylvania
Massachusetts Virginia
- --------------------------------------------
Intermediate Municipal Bond Funds
- --------------------------------------------
Intermediate California
Intermediate Diversified
Intermediate New York
- --------------------------------------------
Closed-End Funds
- --------------------------------------------
All-Market Advantage Fund
ACM Income Fund
ACM Government Opportunity Fund
ACM Managed Dollar Income Fund
ACM Managed Income Fund
ACM Municipal Securities Income Fund
California Municipal Income Fund
National Municipal Income Fund
New York Municipal Income Fund
The Spain Fund
World Dollar Government Fund
World Dollar Government Fund II
- --------------------------------------------
Retirement Strategies Funds
- --------------------------------------------
2000 Retirement Strategy
2005 Retirement Strategy
2010 Retirement Strategy
2015 Retirement Strategy
2020 Retirement Strategy
2025 Retirement Strategy
2030 Retirement Strategy
2035 Retirement Strategy
2040 Retirement Strategy
2045 Retirement Strategy
We also offer Exchange Reserves,** which serves as the money market fund
exchange vehicle for the AllianceBernstein mutual funds.
For more complete information on any AllianceBernstein mutual fund, including
investment objectives and policies, sales charges, expenses, risks and other
matters of importance to prospective investors, visit our website at
www.alliancebernstein.com or call us at (800) 227-4618 for a current
prospectus. You should read the prospectus carefully before you invest.
* On July 8, 2005, New Europe Fund merged into International Research
Growth Fund. Prior to February 1, 2006, Global Government Income Trust was
named Americas Government Income Trust and Intermediate Bond Portfolio was
named Quality Bond Portfolio.
** An investment in the Fund is not a deposit in a bank and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Although the Fund seeks to preserve the value of your
investment at $1.00 per share, it is possible to lose money by investing in the
Fund.
40 o ALLIANCEBERNSTEIN GROWTH & INCOME FUND
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
AllianceBernstein Growth & Income 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.
* 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.
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 41
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 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 Growth and Income Fund, Inc. First $2.5 billion .55%
Next $2.5 billion .45%
Excess over $5 billion .40%
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 Advisor-.69% October 31,
Growth and Income Fund, Inc. Class A-.97% 2004
Class B-1.72%
Class C-1.70%
Class R-1.26%
The Adviser is reimbursed as specified in the Investment Advisory Agreement for
certain clerical, legal, accounting, administrative and other services provided
to the Funds as indicated below:
Latest Fiscal As % of Average
Year Amount Daily Net Assets
- -------------------------------------------------------------------------------
AllianceBernstein Growth and Income Fund, Inc. $98,000.00 .001
I. MANAGEMENT FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS
The management fees charged to investment companies which the Adviser manages
and sponsors may be higher than those charged to institutional accounts,
including pension plans and sub-advised investment companies. The fee
differential reflects, among other things, different services provided to such
clients, and different liabilities assumed. Services provided by the Adviser to
the Fund that are not provided to non-investment company clients include
providing office space and personnel to serve as Fund Officers and coordinating
with and monitoring the Fund's third party service providers such as Fund
counsel, auditors, custodians, transfer agents and pricing services. The
accounting, administrative and legal/compliance requirements for the Fund are
more costly than those for institutional assets due to the greater complexities
and time required for investment companies. A portion of the expenses related
to these services
* This pro-forma expense ratio information shows what would have been the
Fund's expense ratio in the indicated fiscal year had the current fee been in
effect throughout the fiscal year.
42 o ALLIANCEBERNSTEIN GROWTH & INCOME FUND
are reimbursed by the Fund to the Adviser. Managing the cash flow of an
investment company may be more difficult than for other accounts, particularly
if the Fund is in net redemptions, as the Adviser is forced to sell securities
to meet redemptions.
Notwithstanding the Adviser's view that managing an investment company is not
comparable to managing other institutional accounts because the services
provided are different, the Senior Officer believes it is worth noting the
information from the Adviser's ADV regarding the advisory fees charged to
institutional accounts in the same asset class as the Fund.
Total Net Assets Alliance
03/31/05 Institutional
($MIL) Fee Schedule
- -------------------------------------------------------------------------------
Growth and Income 6,821 Relative Value Schedule
65 bp on 1st $25 m
50 bp on next $25 m
40 bp on next $50 m
30 bp on next $100 m
25 bp on the balance
Minimum account size $10 m
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 Growth AST Alliance Growth 0.30% on first $1 billion
and Income Fund, Inc. & Income Portfolio 0.25% on next $500 million
0.20% thereafter
Prudential Skandia 0.30% on first $1 billion
Equity Income Fund 0.25% on next $500 billion
0.20% thereafter
EQ/Alliance 0.30% flat
Growth & Income
AXA Premier VIP 0.60% on the first $1 billion
Large Cap Value 0.55% on next $500 million
Equity 0.50% on next $500 million
0.45% on next $500 million
0.40% thereafter
AXA/Enterprise 0.30% flat
Multi-manager
Large Cap Value
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 43
The Adviser also manages and sponsors retail mutual funds organized in
jurisdictions outside the United States, generally Luxembourg, and sold to
non-United States resident investors. The Adviser charges the following fee for
an offshore mutual fund with a similar investment style as the Fund:
Asset Class Fee
- ---------------------------------------------------------------------
Equity Value .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
Fee Group Median Rank
- -------------------------------------------------------------------------------
AllianceBernstein Growth and
Income Fund, Inc. 0.473 0.592 3/10
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 Lipper
Expense Universe Universe Group Group
Ratio Median Rank Rank Median
- -------------------------------------------------------------------------------
AllianceBernstein Growth
and Income Fund, Inc. 1.024 1.215 18/73 5/10 1.048
Based on this analysis, the Fund has a more favorable ranking on an advisory
fee basis than on a total expense ratio basis. The Fund has a more favorable
expense ratio ranking among funds in the Lipper universe compared to funds in
the Lipper group.
* 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
the 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 adviser to be
represented by more than just one fund.
44 o ALLIANCEBERNSTEIN GROWTH & INCOME FUND
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) 0.25% 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.
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 45
After payments to third party intermediaries, ABIRM retained the following
amount in Class A front-end load sales charge from sales of the Fund's shares
in the Fund's most recent fiscal year:
Amount Received
- -------------------------------------------------------------------------------
AllianceBernstein Growth and Income Fund, Inc. $38,793
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-1 Fee
Received* CDSC Received
- -------------------------------------------------------------------------------
AllianceBernstein Growth and Income Fund, Inc. $42,271,588 $356,395
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 Growth and Income Fund, Inc. $8,977,000
The Fund effected brokerage transactions through the Adviser's affiliate,
Sanford C. Bernstein & Co. LLC ("SCB"), and paid commissions during the Fund's
recent fiscal year. The Adviser represented that SCB's profitability from
business conducted with the Fund is comparable to the profitability of SCB's
dealings with other third party clients.
V. POSSIBLE ECONOMIES OF SCALE
The Adviser has indicated that the breakpoints in the fee schedule for the Fund
reflect a sharing of economies of scale to the extent they exist. Based on some
of the professional literature that have considered economies of scale in the
mutual fund industry it is thought that to the extent economies of scale exist,
they may more often exist across a fund family as opposed to a specific fund.
This is because the costs incurred by the Adviser, such as investment research
or technology for trading or compliance systems can be spread across a greater
asset base as the fund family increases in size. It is also possible that as
the level of services required to operate a successful investment company has
increased over time, and advisory firms have made such investments in their
business to provide improved
* 12b-1 amounts are gross amounts paid to ABIRM.
46 o ALLIANCEBERNSTEIN GROWTH & INCOME FUND
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 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 THE 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 Growth
and Income Fund, Inc. 73/92 71/81 27/63 4/38
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
ALLIANCEBERNSTEIN GROWTH & INCOME FUND o 47
NOTES
48 o ALLIANCEBERNSTEIN GROWTH & INCOME FUND
ALLIANCEBERNSTEIN GROWTH & INCOME FUND
1345 Avenue of the Americas
New York, NY 10105
(800) 221-5672
[LOGO]
ALLIANCEBERNSTEIN
INVESTMENTS
GI-0152-0406
ITEM 2. CODE OF ETHICS.
Not applicable when filing a semi-annual report to shareholders.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable when filing a semi-annual report to shareholders.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable when filing a semi-annual report to shareholders.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to the registrant.
ITEM 6. SCHEDULE OF INVESTMENTS.
Please see Schedule of Investments contained in the Report to Shareholders
included under Item 1 of this Form N-CSR.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable to the registrant.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to the registrant.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable to the registrant.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which shareholders may
recommend nominees to the Fund's Board of Directors since the Fund last
provided disclosure in response to this item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive officer and principal financial
officer have concluded that the registrant's disclosure controls and procedures
(as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as
amended) are effective at the reasonable assurance level based on their
evaluation of these controls and procedures as of a date within 90 days of the
filing date of this document.
(b) There were no changes in the registrant's internal controls over financial
reporting that occurred during the second fiscal quarter of the period that has
materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.
ITEM 12. EXHIBITS.
The following exhibits are attached to this Form N-CSR:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
12 (b) (1) Certification of Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
12 (b) (2) Certification of Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
12 (c) Certification of Principal Executive Officer and
Principal Financial Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant): AllianceBernstein Growth and Income Fund, Inc.
By: /s/ Marc O. Mayer
-----------------
Marc O. Mayer
President
Date: June 28, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ Marc O. Mayer
-----------------
Marc O. Mayer
President
Date: June 28, 2006
By: /s/ Mark D. Gersten
-----------------
Mark D. Gersten
Treasurer and Chief Financial Officer
Date: June 28, 2006