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: 811-06730
ALLIANCEBERNSTEIN LARGE-CAP GROWTH FUND, INC.
(Exact name of registrant as specified in charter)
1345 Avenue of the Americas, New York, New York 10105
(Address of principal executive offices) (Zip code)
Mark R. Manley
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: July 31, 2007
Date of reporting period: January 31, 2007
ITEM 1. REPORTS TO STOCKHOLDERS.
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SEMI-ANNUAL REPORT
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AllianceBernstein Large Cap
Growth Fund
Semi-Annual Report
January 31, 2007
[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 AllianceBernstein 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.
March 20, 2007
Semi-Annual Report
This report provides management's discussion of fund performance for
AllianceBernstein Large Cap Growth Fund (the "Fund") for the semi-annual
reporting period ended January 31, 2007.
Investment Objective and Policies
The Fund's investment objective is long-term growth of capital. The Fund
invests primarily in equity securities of a limited number of large, carefully
selected, high-quality U.S. companies. The Adviser tends to focus on those
companies that have strong management, superior industry positions, excellent
balance sheets and superior earnings growth prospects. Under normal
circumstances, the Fund will invest at least 80% of its net assets in common
stocks of large-capitalization companies. Normally, the Fund invests in about
40-60 companies, with the 25 most highly regarded of these companies usually
constituting approximately 70% of the Fund's net assets. The Adviser expects
that normally the Fund's portfolio will tend to emphasize investments in
securities issued by U.S. companies, although it may invest in foreign
securities.
Investment Results
The table on page 4 shows the Fund's performance compared to its benchmark, the
Russell 1000 Growth Index, for the six- and 12-month periods ended January 31,
2007. For comparison to the overall market, returns for the Standard & Poor's
(S&P) 500 Stock Index, a common measure of the broad U.S. stock market, are
also provided.
For the six-month period ended January 31, 2007, the Fund under-performed its
benchmark, the Russell 1000 Growth Index, primarily due to overall sector
selection. The Fund lost the most ground relative to the benchmark in the
health care sector due to both adverse stock selection and a modestly
overweighted position in this underperforming sector. Similarly, in both the
technology and consumer discretionary sectors, the Fund lagged the benchmark
due to negative stock selection and modestly underweighted positions in these
outperforming sectors. The Fund lagged the benchmark in the energy sector
largely due to overweighting this worst performing sector. The Fund gained the
most ground relative to the benchmark in the financial services sector mainly
due to better stock selection, although significantly overweighting this
outperforming sector was also beneficial.
For the 12-month period ended January 31, 2007, the Fund substantially
underperformed the benchmark, primarily due to adverse stock selection, largely
in the technology, health care and consumer discretionary sectors.
Additionally, the Fund lagged the benchmark in the energy sector due to
overweighting this worst performing sector. The Fund gained the most ground
relative to the benchmark in the financial services sectors largely due to an
overweighted position in this outperforming sector.
Market Review and Investment Strategy
For 2006, U.S. equity markets were up across the board. Most of the gains came
after early August when the U.S.
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 1
Federal Reserve ("the Fed") decided to stop raising interest rates. Value
stocks significantly outperformed growth stocks for the year. The U.S. economy
ended the year with less momentum than it had at the start. The U.S. Large Cap
Growth Investment Team (the "Team") thinks that the economy is in the early
stages of a mid-cycle slowdown. However, the Team sees no fundamental evidence
to suggest that the relatively weak growth will end soon. As such, the Team
expects a long slowdown in 2007, driven by softness in big-ticket consumer
spending and residential investment. The Team also expects to see moderating
core inflation and a modest reduction in official and market interest rates.
The Fund remains aggressively positioned because the Team continues to believe
that the current opportunity for growth stocks is as attractive as it has
experienced in the last 20 years. Given the mismatches between earnings growth
potential and valuation that pervade today's market, the Team has a unique
opportunity to capitalize on investor aversion to the highest-quality U.S.
growth companies. As has been the case for some time now, future year earnings
growth forecasts for the Russell 1000 Growth Index are at or above historical
averages, yet the premiums (relative to the broad market) that investors must
pay for this above-average growth have remained near the lowest on record.
2 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
HISTORICAL PERFORMANCE
An Important Note About the Value of Historical Performance
The performance shown on the following pages represents past performance and
does not guarantee future results. Current performance may be lower or higher
than the performance information shown. You may obtain performance information
current to the most recent month-end by visiting www.alliancebernstein.com.
The investment return and principal value of an investment in the Fund will
fluctuate, so that your shares, when redeemed, may be worth more or less than
their original cost. You should consider the investment objectives, risks,
charges and expenses of the Fund carefully before investing. For a free copy of
the Fund's prospectus, which contains this and other information, visit our web
site at www.alliancebernstein.com or call your financial advisor or
AllianceBernstein Investments at 800.227.4618. You should read the prospectus
carefully before you invest.
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
Neither the unmanaged Russell 1000 Growth Index nor the unmanaged Standard &
Poor's (S&P) 500 Stock Index reflects fees and expenses associated with the
active management of a mutual fund portfolio. The Russell 1000 Growth Index
contains those securities in the Russell 1000 Index with a greater-than-average
growth orientation. The unmanaged Russell 1000 Index is comprised of 1,000 of
the largest capitalized companies that are traded in the United States. The S&P
500 Stock Index is comprised of 500 U.S. companies and is a common measure of
the performance of the overall U.S. stock market. An investor cannot invest
directly in an index, and its results are not indicative of the performance for
any specific investment, including the Fund.
A Word About Risk
The Fund concentrates its investments in a limited number of issues and an
investment in the Fund is therefore subject to greater risk and volatility than
investments in a more diversified portfolio. Growth investing does not
guarantee a profit or eliminate risk. The stocks of these companies can have
relatively high valuations. Because of these high valuations, an investment in
a growth stock can be more risky than an investment in a company with more
modest growth expectations. While the Fund invests principally in common stocks
and other equity securities, in order to achieve its investment objectives, the
Fund may at times use certain types of investment derivatives, such as options,
futures, forwards and swaps. These instruments involve risks different from,
and in certain cases, greater than, the risks presented by more traditional
investments.
These risks are fully discussed in the Fund's prospectus.
(Historical Performance continued on next page)
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 3
HISTORICAL PERFORMANCE
(continued from previous page)
THE FUND VS. ITS BENCHMARK Returns
PERIODS ENDED JANUARY 31, 2007 6 Months 12 Months
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AllianceBernstein Large Cap Growth Fund
Class A 12.77% -3.24%
Class B 12.39% -3.96%
Class C 12.35% -3.95%
Advisor Class* 12.96% -2.95%
Class R* 12.76% -3.38%
Class K* 12.98% -2.99%
Class I* 13.58% -2.39%
Russell 1000 Growth Index 15.12% 9.95%
S&P 500 Stock Index 13.76% 14.53%
* Please note that these share classes are for investors purchasing shares
through accounts established under certain fee-based programs sponsored and
maintained by certain broker/dealers and financial intermediaries,
institutional pension plans and/or investment advisory clients of, and certain
other persons associated with, the Adviser and its affiliates or the Funds.
See Historical Performance and Benchmark disclosures on previous page.
(Historical Performance continued on next page)
4 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
HISTORICAL PERFORMANCE
(continued from previous page)
AVERAGE ANNUAL RETURNS AS OF JANUARY 31, 2007
NAV Returns SEC Returns
- -------------------------------------------------------------------------------
Class A Shares
1 Year -3.24% -7.35%
5 Years 1.68% 0.80%
10 Years 4.15% 3.70%
Class B Shares
1 Year -3.96% -7.80%
5 Years 0.92% 0.92%
10 Years(a) 3.56% 3.56%
Class C Shares
1 Year -3.95% -4.91%
5 Years 0.96% 0.96%
10 Years 3.42% 3.42%
Advisor Class Shares+
1 Year -2.95% -2.95%
5 Years 1.99% 1.99%
10 Years 4.49% 4.49%
Class R Shares+
1 Year -3.38% -3.38%
Since Inception* 7.30% 7.30%
Class K Shares+
1 Year -2.99% -2.99%
Since Inception* 9.72% 9.72%
Class I Shares+
1 Year -2.39% -2.39%
Since Inception* 10.18% 10.18%
(a) Assumes conversion of Class B shares into Class A shares after eight years.
* Inception Dates: 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 their NAV returns. Please note
that these share classes are for investors purchasing shares through accounts
established under certain fee-based programs sponsored and maintained by
certain broker/dealers and financial intermediaries, institutional pension
plans and/or investment advisory clients of, and certain other persons
associated with, the Adviser and its affiliates or the Funds. The inception
dates for Class R, Class K and Class I shares are listed above.
See Historical Performance disclosures on page 3.
(Historical Performance continued on next page)
ALLIANCEBERNSTEIN LARGE CAP GROWTH 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 (DECEMBER 31, 2006)
SEC Returns
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Class A Shares
1 Year -5.11%
5 Years -0.56%
10 Years 4.24%
Class B Shares
1 Year -5.59%
5 Years -0.45%
10 Years(a) 4.09%
Class C Shares
1 Year -2.63%
5 Years -0.42%
10 Years 3.95%
Advisor Class Shares+
1 Year -0.60%
5 Years 0.61%
10 Years 5.02%
Class R Shares+
1 Year -1.06%
Since Inception* 7.01%
Class K Shares+
1 Year -0.67%
Since Inception* 9.31%
Class I Shares+
1 Year -0.05%
Since Inception* 9.77%
(a) Assumes conversion of Class B shares into Class A shares after eight years.
* Inception Dates: 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 accounts established under certain fee-based programs sponsored and
maintained by certain broker/dealers and financial intermediaries,
institutional pension plans and/or investment advisory clients of, and certain
other persons associated with, the Adviser and its affiliates or the Funds. The
inception dates for Class R, Class K and Class I shares are listed above.
See Historical Performance disclosures on page 3.
6 o ALLIANCEBERNSTEIN LARGE CAP GROWTH 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
August 1, 2006 January 31, 2007 During Period*
----------------------- -------------------------- -----------------------
Actual Hypothetical Actual Hypothetical** Actual Hypothetical
-------- ------------ --------- -------------- -------- ------------
Class A $1,000 $1,000 $1,127.69 $1,017.49 $ 8.21 $ 7.78
Class B $1,000 $1,000 $1,123.94 $1,013.61 $12.31 $11.67
Class C $1,000 $1,000 $1,123.60 $1,013.81 $12.10 $11.47
Advisor
Class $1,000 $1,000 $1,129.62 $1,019.00 $ 6.60 $ 6.26
Class R $1,000 $1,000 $1,127.63 $1,017.29 $ 8.42 $ 7.98
Class K $1,000 $1,000 $1,129.75 $1,019.16 $ 6.44 $ 6.11
Class I $1,000 $1,000 $1,135.83 $1,020.72 $ 4.79 $ 4.53
* Expenses are equal to the classes' annualized expense ratios of 1.53%,
2.30%, 2.26%,1.23%, 1.57%, 1.20% and 0.89%, respectively, multiplied by the
average account value over the period, multiplied by 184/365 (to reflect the
one-half year period).
** Assumes 5% return before expenses.
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 7
PORTFOLIO SUMMARY
January 31, 2007 (unaudited)
PORTFOLIO STATISTICS
Net Assets ($mil): $2,780.9
SECTOR BREAKDOWN*
[ ] 27.0% Technology [PIE CHART OMITTED]
[ ] 20.2% Finance
[ ] 16.1% Consumer Services
[ ] 14.5% Health Care
[ ] 5.9% Aerospace & Defense
[ ] 5.3% Consumer Staples
[ ] 4.3% Energy
[ ] 3.2% Capital Goods
[ ] 1.8% Basic Industry
[ ] 1.0% Consumer Manufacturing
[ ] 0.7% Short-Term
TEN LARGEST HOLDINGS**
January 31, 2007 (unaudited)
Percent of
Company U.S. $ Value Net Assets
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Google, Inc., Class A $ 159,180,296 5.7%
WellPoint, Inc. 148,569,290 5.3
Apple, Inc. 135,976,353 4.9
Boeing Co. 119,168,536 4.3
Procter & Gamble Co. 115,429,678 4.2
Cisco Systems, Inc. 92,841,644 3.4
Franklin Resources, Inc. 86,151,429 3.1
Alcon, Inc. 81,831,424 2.9
Merrill Lynch & Co., Inc. 79,095,624 2.8
Gilead Sciences, Inc. 74,913,504 2.7
- -------------------------------------------------------------------------------
$1,093,157,778 39.3%
* All data are as of January 31, 2007. The Fund's sector beakdown is expressed
as a percentage of total investments (excluding security lending collateral)
and may vary over time.
** Long-term investments.
Please Note: The sector classification presented herein is based on the sector
categorization methodology of the Adviser. This sector classification is
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 LARGE CAP GROWTH FUND
PORTFOLIO OF INVESTMENTS
January 31, 2007 (unaudited)
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
COMMON STOCKS-100.0%
Technology-27.2%
Communication Equipment-4.7%
Cisco Systems, Inc.(a)(b) 3,491,600 $ 92,841,644
QUALCOMM, Inc. 998,800 37,614,808
---------------
130,456,452
Computer Hardware/Storage-7.7%
Apple, Inc.(b) 1,586,100 135,976,353
Hewlett-Packard Co.(a) 1,625,300 70,342,984
Sun Microsystems, Inc.(b) 1,097,600 7,288,064
---------------
213,607,401
Computer Peripherals-1.5%
Network Appliance, Inc.(a)(b) 1,128,690 42,438,744
Computer Services-0.3%
DST Systems, Inc.(b) 105,700 7,449,736
Internet Infrastructure-1.0%
Akamai Technologies, Inc.(b) 489,700 27,511,346
Internet Media-5.7%
Google, Inc.-Class A(a)(b) 317,535 159,180,296
Semiconductor Components-3.4%
Broadcom Corp.-Class A(b) 1,869,750 59,682,420
NVIDIA Corp.(a)(b) 1,181,000 36,197,650
---------------
95,880,070
Software-2.9%
Adobe Systems, Inc.(b) 419,300 16,298,191
Microsoft Corp. 2,081,900 64,247,434
80,545,625
---------------
757,069,670
Finance-20.3%
Banking - Money Center-4.3%
Credit Suisse Group (New York
Exchange) (ADR)(a) 951,150 67,607,742
JPMorgan Chase & Co. 805,900 41,044,487
UBS AG (New York Exchange) 165,200 10,409,252
---------------
119,061,481
Brokerage & Money Management-11.3%
The Charles Schwab Corp. 1,749,100 33,092,972
Franklin Resources, Inc.(a) 723,293 86,151,429
Goldman Sachs Group, Inc.(a) 157,250 33,362,160
Lazard Ltd.-Class A(a) 303,360 15,398,554
Legg Mason, Inc.(a) 532,170 55,798,024
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 9
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Lehman Brothers Holdings, Inc. 138,900 $ 11,423,136
Merrill Lynch & Co., Inc.(a) 845,400 79,095,624
---------------
314,321,899
Financial Services-2.6%
Chicago Mercantile Exchange Holdings,
Inc.-Class A 60,615 34,144,430
NYSE Group, Inc.(a)(b) 384,800 38,472,304
72,616,734
Insurance-2.1%
American International Group, Inc.(a) 875,350 59,917,707
565,917,821
Consumer Services-16.2%
Advertising-0.2%
Lamar Advertising Co.-Class A(b) 76,600 5,077,048
Apparel-0.4%
Nike, Inc.-Class B 113,500 11,214,935
Broadcasting & Cable-4.2%
Comcast Corp.-Special-Class A(b) 1,499,500 65,168,270
Time Warner, Inc. 2,353,500 51,471,045
---------------
116,639,315
Cellular Communications-1.2%
America Movil SAB de CV Series L (ADR) 554,600 24,602,056
Nii Holdings Inc-B(b) 120,900 8,922,420
---------------
33,524,476
Entertainment & Leisure-0.2%
Wynn Resorts Ltd.(a) 54,600 6,101,004
Gaming-0.5%
Melco PBL Entertainment Macau Ltd.
(ADR)(a)(b) 659,161 12,748,174
Restaurants & Lodging-4.9%
Hilton Hotels Corp.(a) 730,000 25,834,700
Las Vegas Sands Corp.(b) 131,300 13,664,391
McDonald's Corp. 1,272,400 56,430,940
Starwood Hotels & Resorts Worldwide, Inc. 668,300 41,822,214
---------------
137,752,245
Retail - General Merchandise-4.6%
Kohl's Corp.(a)(b) 916,200 64,967,742
Target Corp.(a) 1,014,900 62,274,264
127,242,006
---------------
450,299,203
10 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Health Care-14.6%
Biotechnology-4.8%
Genentech, Inc.(a)(b) 680,350 $ 59,442,180
Gilead Sciences, Inc.(a)(b) 1,164,700 74,913,504
---------------
134,355,684
Medical Products-4.4%
Abbott Laboratories 435,500 23,081,500
Alcon, Inc. 694,900 81,831,424
Becton Dickinson & Co. 130,900 10,071,446
Medtronic, Inc. 155,550 8,314,147
---------------
123,298,517
Medical Services-5.4%
WellPoint, Inc.(a)(b) 1,895,500 148,569,290
---------------
406,223,491
Aerospace & Defense-5.9%
Aerospace-5.9%
Boeing Co. 1,330,600 119,168,535
Rockwell Collins, Inc.(a) 347,397 23,695,949
Spirit Aerosystems Holdings, Inc.-Class A(b) 729,100 22,332,333
---------------
165,196,817
Consumer Staples-5.4%
Food-1.2%
WM Wrigley Jr Co.(a) 650,600 33,518,912
Household Products-4.2%
Procter & Gamble Co. 1,779,400 115,429,678
---------------
148,948,590
Energy-4.3%
Oil Service-4.3%
GlobalSantaFe Corp. 273,100 15,842,531
Halliburton Co.(a) 2,388,100 70,544,474
Schlumberger, Ltd.(a) 529,100 33,592,559
---------------
119,979,564
Capital Goods-3.2%
Engineering & Construction-0.7%
Fluor Corp. 239,100 19,749,660
Miscellaneous-2.5%
General Electric Co. 1,898,500 68,440,925
---------------
88,190,585
Basic Industry-1.9%
Chemicals-1.9%
Monsanto Co. 937,200 51,630,348
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 11
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Consumer Manufacturing-1.0%
Auto & Related-1.0%
Toyota Motor Corp. (ADR)(a) 205,860 $ 27,128,231
Total Common Stocks
(cost $2,144,918,926) 2,780,584,320
SHORT-TERM INVESTMENTS-0.7%
Investment Companies-0.7%
AllianceBernstein Fixed-Income Shares,
Inc.-Government STIF Portfolio(c)
(cost $20,707,882) 20,708,882 20,707,882
Total Investments Before Security Lending
Collateral-100.7%
(cost $2,165,626,808) 2,801,292,202
INVESTMENT OF CASH COLLATERAL
FOR SECURITIES LOANED-16.1%
Short-Terms-16.1%
UBS Private Money Market Fund, LLC
(cost $447,291,548) 447,291,548 447,291,548
Total Investments-116.8%
(cost $2,612,918,356) 3,248,583,750
Other assets less liabilities-(16.8)% (467,663,543)
Net Assets-100.0% $2,780,920,207
(a) Represents entire or partial securities out on loan. See Note E for
securities lending information.
(b) Non-income producing security.
(c) Investment in affiliated money market mutual fund.
Glossary:
ADR - American Depositary Receipt
See notes to financial statements.
12 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
STATEMENT OF ASSETS & LIABILITIES
January 31, 2007 (unaudited)
Assets
Investments in securities, at value
Unaffiliated issuers (cost $2,592,210,474--including
investment of cash collateral for securities loaned
of $447,291,548) $ 3,227,875,868(a)
Affiliated issuers (cost $20,707,882) 20,707,882
Receivable for capital stock sold 24,910,384
Receivable for investment securities sold 23,041,453
Dividends and interest receivable 845,789
Total assets 3,297,381,376
Liabilities
Payable for collateral on securities loaned 447,291,548
Payable for capital stock redeemed 32,843,742
Payable for investment securities purchased 31,327,932
Advisory fee payable 1,763,658
Transfer Agent fee payable 833,541
Distribution fee payable 466,556
Administrative fee payable 23,006
Accrued expenses 1,911,186
Total liabilities 516,461,169
Net Assets $2,780,920,207
Composition of Net Assets
Capital stock, at par $140,094
Additional paid-in capital 10,278,189,412
Accumulated net investment loss (15,793,068)
Accumulated net realized loss on
investment transactions (8,117,281,625)
Net unrealized appreciation of investments 635,665,394
----------------
$ 2,780,920,207
Net Asset Value Per Share--21 billion shares of capital stock authorized,
$.001 par value
Shares Net Asset
Class Net Assets Outstanding Value
- -------------------------------------------------------------------------
A $1,170,485,649 55,923,414 $20.93*
B $956,086,201 51,194,432 $18.68
C $375,044,793 20,014,233 $18.74
Advisor $191,518,780 8,826,987 $21.70
R $1,540,255 73,863 $20.85
K $3,004,420 142,599 $21.07
I $83,240,109 3,918,700 $21.24
* The maximum offering price per share for Class A shares was $21.86 which
reflects a salescharge of 4.25%.
(a) Includes securities on loan with a value of $435,946,138 (see Note E).
See notes to financial statements.
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 13
STATEMENT OF OPERATIONS
Six Months Ended January 31, 2007 (unaudited)
Investment Income
Dividends (net of foreign taxes withheld
of $43,780) $ 10,208,360
Securities lending income 832,998
Interest
Unaffiliated issuers 116,236
Affiliated issuers 22,029 $ 11,179,623
Expenses
Advisory fee 10,487,219
Distribution fee--Class A 1,734,371
Distribution fee--Class B 5,392,910
Distribution fee--Class C 1,988,656
Distribution fee--Class R 3,896
Distribution fee--Class K 3,877
Transfer agency--Class A 2,567,135
Transfer agency--Class B 2,736,898
Transfer agency--Class C 933,186
Transfer agency--Advisor Class 382,305
Transfer agency--Class R 2,203
Transfer agency--Class K 2,440
Transfer agency--Class I 15,342
Printing 620,276
Custodian 219,516
Miscellaneous 52,112
Registration fees 44,780
Administrative 41,938
Legal 31,186
Audit 23,168
Directors' fees and expenses 15,812
Total expenses 27,299,226
Less: expense offset arrangement
(see Note B) (326,535)
Net expenses 26,972,691
Net investment loss (15,793,068)
Realized and Unrealized Gain
on Investment Transactions
Net realized gain on investment
transactions 145,616,893
Net change in unrealized
appreciation/depreciation
of investments 202,588,340
Net gain on investment transactions 348,205,233
Net Increase in Net Assets from
Operations $332,412,165
See notes to financial statements.
14 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
STATEMENT OF CHANGES IN NET ASSETS
Six Months Ended Year Ended
January 31, 2007 July 31,
(unaudited) 2006
---------------- ---------------
Increase (Decrease) in Net Assets
from Operations
Net investment loss $ (15,793,068) $ (45,721,957)
Net realized gain on investment
transactions 145,616,893 842,636,072
Net change in unrealized
appreciation/depreciation
of investments 202,588,340 (871,749,841)
Net increase (decrease) in net assets
from operations 332,412,165 (74,835,726)
Capital Stock Transactions
Net decrease (339,296,438) (1,623,233,425)
Total decrease (6,884,273) (1,698,069,151)
Net Assets
Beginning of period 2,787,804,480 4,485,873,631
End of period, (including accumulated
net investment loss of ($15,793,068)
and $0, respectively) $2,780,920,207 $2,787,804,480
See notes to financial statements.
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 15
NOTES TO FINANCIAL STATEMENTS
January 31, 2007 (unaudited)
NOTE A
Significant Accounting Policies
AllianceBernstein Large Cap Growth Fund, Inc. (the "Fund"), organized as a
Maryland corporation on July 9, 1992, is registered under the Investment
Company Act of 1940 as a diversified, open-end management investment company.
The Fund offers Class A, Class B, Class C, Advisor Class, Class R, Class K and
Class I shares. Class A shares are sold with a front-end sales charge of up to
4.25% for purchases not exceeding $1,000,000. With respect to purchases of
$1,000,000 or more, Class A shares redeemed within one year of purchase may be
subject to a contingent deferred sales charge of 1%. Class B shares are
currently sold with a contingent deferred sales charge which declines from 4%
to zero depending on the period of time the shares are held. Class B shares
will automatically convert to Class A shares eight years after the end of the
calendar month of purchase. Class C shares are subject to a contingent deferred
sales charge of 1% on redemptions made within the first year after purchase.
Class R and Class K shares are sold without an initial or contingent deferred
sales charge. Advisor Class and Class I shares are sold without an initial or
contingent deferred sales charge and are not subject to ongoing distribution
expenses. All seven classes of shares have identical voting, dividend,
liquidation and other rights, except that the classes bear different
distribution and transfer agency expenses. Each class has exclusive voting
rights with respect to its distribution plan. The financial statements have
been prepared in conformity with U.S. 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. The following is a summary of significant
accounting policies followed by the Fund.
1. Security Valuation
Portfolio securities are valued at their current market value determined on the
basis of market quotations or, if market quotations are not readily available
or are deemed unreliable, at "fair value" as determined in accordance with
procedures established by and under the general supervision of the Fund's Board
of Directors.
In general, the market value of securities which are readily available and
deemed reliable are determined as follows. Securities listed on a national
securities exchange (other than securities listed on The NASDAQ Stock Market,
Inc. ("NASDAQ")) or on a foreign securities exchange are valued at the last
sale price at the close of the exchange or foreign securities exchange. If
there has been no sale on such day, the securities are valued at the 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 listed only on 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
16 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
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") 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. (the
"Adviser") may establish procedures whereby changes in market yields or spreads
are used to adjust, on a daily basis, a recently obtained quoted price on a
security; and OTC and other derivatives are valued on the basis of a quoted bid
price or spread from a major broker/dealer in such security.
Securities for which market quotations are not readily available (including
restricted securities) or are deemed unreliable are valued at fair value.
Factors considered in making this determination may include, but are not
limited to, information obtained by contacting the issuer, analysts, analysis
of the issuer's financial statements or other available documents. In addition,
the Fund may use fair value pricing for securities primarily traded in non-U.S.
markets because most foreign markets close well before the Fund values its
securities at 4:00 p.m., Eastern Time. The earlier close of these foreign
markets gives rise to the possibility that significant events, including broad
market moves, may have occurred in the interim and may materially affect the
value of those securities. To account for this, the Fund may frequently value
many of its foreign equity securities using fair value prices based on third
party vendor modeling tools to the extent available.
2. Currency Translation
Assets and liabilities denominated in foreign currencies and commitments under
forward currency exchange contracts are translated into U.S. dollars at the
mean of the quoted bid and asked prices of such currencies against the U.S.
dollar. Purchases and sales of portfolio securities are translated into U.S.
dollars at the rates of exchange prevailing when such securities were acquired
or sold. Income and expenses are translated into U.S. dollars at rates of
exchange prevailing when accrued.
Net realized gain or loss on foreign currency transactions represents foreign
exchange gains and losses from sales and maturities of foreign fixed income
investments, foreign currency exchange contracts, holding of foreign
currencies,
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 17
currency gains or losses realized between the trade and settlement dates on
foreign investment transactions, and the difference between the amounts of
dividends, interest and foreign withholding taxes recorded on the Fund's books
and the U.S. dollar equivalent amounts actually received or paid. Net
unrealized currency gains and losses from valuing foreign currency denominated
assets and liabilities at period end exchange rates are reflected as a
component of net unrealized appreciation or depreciation of investments and
foreign currency denominated assets and liabilities.
3. Taxes
It is the Fund's policy to meet the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute all of its
investment company taxable income and net realized gains, if any, to
shareholders. Therefore, no provisions for federal income or excise taxes are
required. The Fund may be subject to taxes imposed by countries in which it
invests. Such taxes are generally based on income and/or capital gains earned
or repatriated. Taxes are accrued and applied to net investment income, net
realized gains and net unrealized appreciation/depreciation as such income
and/or gains are earned.
4. Investment Income and Investment Transactions
Dividend income is recorded on the ex-dividend date or as soon as the Fund is
informed of the dividend. Interest income is accrued daily. Investment
transactions are accounted for on the trade date the securities are purchased
or sold. Investment gains and losses are determined on the identified cost
basis. The Fund amortizes premiums and accretes discounts as adjustments to
interest income.
5. Class Allocations
All income earned and expenses incurred by the Fund are borne on a pro-rata
basis by each outstanding class of shares, based on the proportionate interest
in the Fund represented by the net assets of such class, except for class
specific expenses which are allocated to the respective class. Realized and
unrealized gains and losses are allocated among the various share classes based
on respective net assets.
6. Dividends and Distributions
Dividends and distributions to shareholders, if any, are recorded on the
ex-dividend date. Income dividends and capital gains distributions are
determined in accordance with federal tax regulations and may differ from those
determined in accordance with U.S. generally accepted accounting principles. To
the extent these differences are permanent, such amounts are reclassified
within the capital accounts based on their federal tax basis treatment;
temporary differences do not require such reclassification.
18 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
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 .75% of the first $2.5 billion, .65% of
the next $2.5 billion and .60% in excess of $5 billion of the Fund's average
daily net assets. Prior to September 7, 2004, the Fund paid the Adviser an
advisory fee at an annual rate of 1.00% of the Fund's average daily net assets
up to $5 billion, .95% of the next $2.5 billion, .90% of the next $2.5 billion,
and .85% of the Fund's average daily net assets over $10 billion. The fee is
accrued daily and paid monthly.
Pursuant to the advisory agreement, the Fund paid $41,938 to the Adviser
representing the cost of certain legal and accounting services provided to the
Fund by the Adviser for the six months ended January 31, 2007.
The Fund compensates AllianceBernstein Investor Services, Inc. ("ABIS"), a
wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for
providing personnel and facilities to perform transfer agency services for the
Fund. ABIS may make payments to intermediaries that provide omnibus account
services, sub-accounting services and/or networking services. Such compensation
retained by ABIS amounted to $3,036,081 for the six months ended January 31,
2007.
For the six months ended January 31, 2007, the Fund's expenses were reduced by
$326,535 under an expense offset arrangement with ABIS.
AllianceBernstein Investments, Inc. (the "Distributor"), a wholly owned
subsidiary of the Adviser, serves as the distributor of the Fund's shares. The
Distributor has advised the Fund that it has retained front-end sales charges
of $11,794 from the sale of Class A shares and received $14,375, $244,490 and
$19,694 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 January 31, 2007.
The Fund may invest in the AllianceBernstein Fixed-Income Shares Inc.--Prime
STIF Portfolio and the AllianceBernstein Fixed-Income Shares, Inc.--Government
STIF Portfolio (collectively, the "STIF Portfolios"), open-end management
investment companies managed by the Adviser. The STIF Portfolios are offered as
cash management options to mutual funds, trusts, and other accounts managed by
the Adviser, and are not available for direct purchase by members of the
public. The STIF Portfolios pay no investment management fees.
Brokerage commissions paid on investment transactions for the six months ended
January 31, 2007 amounted to $2,194,510, of which $0 and $0, respec-
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 19
tively, was paid to Sanford C. Bernstein &Co. LLC and Sanford C. Bernstein
Limited, affiliates of the Adviser.
NOTE C
Distribution Services Agreement
The Fund has adopted a Distribution Services Agreement (the "Agreement")
pursuant to Rule 12b 1 under the Investment Company Act of 1940. Under the
Agreement, the Fund pays distribution and servicing fees to the Distributor at
an annual rate of up to .50% of the Fund's average daily net assets
attributable to Class A and Class R shares, 1% of the Fund's average daily net
assets attributable to both Class B and Class C shares and .25% of the Fund's
average daily net assets attributable to Class K shares. There are no
distribution and servicing fees on the Advisor Class and Class I shares. The
fees are accrued daily and paid monthly. The Directors currently limit payments
under the Class A plan to .30% of the average net assets attributable to Class
A shares. The Agreement provides that the Distributor will use such payments in
their entirety for distribution assistance and promotional activities. The
Distributor has incurred expenses in excess of the distribution costs
reimbursed by the Fund in the amounts of $187,220,297, $16,909,066, $21,079 and
$19,604 for Class B, Class C, Class R and Class K shares, respectively; such
costs may be recovered from the Fund in future periods so long as the Agreement
is in effect. In accordance with the Agreement, there is no provision for
recovery of unreimbursed distribution costs incurred by the Distributor beyond
the current fiscal year for Class A shares. The Agreement also provides that
the Adviser may use its own resources to finance the distribution of the Fund's
shares.
NOTE D
Investment Transactions
Purchases and sales of investment securities (excluding short-term investments)
for the six months ended January 31, 2007, were as follows:
Purchases Sales
-------------- --------------
Investment securities (excluding
U.S. government securities) $1,219,484,238 $1,640,613,570
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 $641,184,982
Gross unrealized depreciation (5,519,588)
Net unrealized appreciation $635,665,394
20 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
NOTE E
Securities Lending
The Fund has entered into a securities lending agreement with UBS Securities
LLC (the "Lending Agent"). Under the terms of the agreement, the Lending Agent,
on behalf of the Fund, administers the lending of portfolio securities to
certain broker-dealers. In return, the Fund receives fee income from the
lending transactions or it retains a portion of interest on the investment of
any cash received as collateral. The Fund also continues to receive dividends
or interest on the securities loaned. Unrealized gain or loss on the value of
the securities loaned that may occur during the term of the loan will be
reflected in the accounts of the Fund. All loans are continuously secured by
collateral exceeding the value of the securities loaned. All collateral
consists of either cash or U.S. government securities. The Lending Agent may
invest the cash collateral received in an eligible money market vehicle in
accordance with the investment restrictions of the Fund. The Lending Agent will
indemnify the Fund for any loss resulting from a borrower's failure to return a
loaned security when due. As of January 31, 2007, the Fund had loaned
securities with a value of $435,946,138 and received cash collateral which was
invested in a money market fund valued at $447,291,548 as included in the
accompanying portfolio of investments. For the six months ended January 31,
2007, the Fund earned fee income of $832,998 which is included in the
accompanying statement of operations.
NOTE F
Capital Stock
Each class consists of 3,000,000,000 authorized shares. Transactions in capital
shares for each class were as follows:
Shares Amount
--------------------------- ------------------------------
Six Months Six Months
Ended Ended
January 31, Year Ended January 31, Year Ended
2006 July 31, 2006 July 31,
(unaudited) 2006 (unaudited) 2006
------------ ------------ -------------- --------------
Class A
Shares sold 2,497,629 15,506,453 $ 49,525,856 $ 317,912,708
Shares converted
from Class B 5,693,782 1,678,657 115,641,142 32,714,960
Shares issued in
connection with
the acquisition of
AllianceBernstein
Premier Growth
Institutional Fund 92,337 -0- 1,929,670 -0-
Shares redeemed (12,037,806) (27,935,134) (241,454,546) (565,116,803)
Net decrease (3,754,058) (10,750,024) $ (74,357,878) $(214,489,135)
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 21
Shares Amount
--------------------------- ------------------------------
Six Months Six Months
Ended Ended
January 31, Year Ended January 31, Year Ended
2006 July 31, 2006 July 31,
(unaudited) 2006 (unaudited) 2006
------------ ------------ -------------- --------------
Class B
Shares sold 612,709 2,254,439 $ 10,954,548 $ 41,239,914
Shares converted
to Class A (6,331,429) (1,873,244) (115,641,142) (32,714,960)
Shares redeemed (10,303,922) (23,391,971) (182,988,914) (422,565,792)
Net decrease (16,022,642) (23,010,776) $(287,675,508) $(414,040,838)
Class C
Shares sold 395,999 1,385,102 $7,110,723 $25,732,425
Shares redeemed (4,185,113) (8,556,904) (75,251,159) (155,272,748)
Net decrease (3,789,114) (7,171,802) $ (68,140,436) $(129,540,323)
Advisor Class
Shares sold 1,588,848 2,552,875 $ 33,126,247 $ 53,420,574
Shares issued in
connection with
the acquisition of
AllianceBernstein
Premier Growth
Institutional Fund 221,702 -0- 4,799,093 -0-
Shares redeemed (887,426) (47,327,598) (18,372,067) (933,899,836)
Net increase
(decrease) 923,124 (44,774,723) $ 19,553,273 $(880,479,262)
Class R
Shares sold 10,746 96,728 $ 215,761 $ 1,988,768
Shares redeemed (17,560) (21,644) (350,517) (435,046)
Net increase
(decrease) (6,814) 75,084 $ (134,756) $ 1,553,722
Class K
Shares sold 125,573 85,118 $ 2,508,493 $ 1,730,424
Shares issued in
connection with
the acquisition of
AllianceBernstein
Premier Growth
Institutional Fund 7,638 -0- 160,543 -0-
Shares redeemed (75,663) (634) (1,591,719) (12,648)
Net increase 57,548 84,484 $1,077,317 $1,717,776
22 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
Shares Amount
--------------------------- ------------------------------
Six Months Six Months
Ended Ended
January 31, Year Ended January 31, Year Ended
2006 July 31, 2006 July 31,
(unaudited) 2006 (unaudited) 2006
------------ ------------ -------------- --------------
Class I
Shares sold 1,729,853 705,324 $ 36,337,246 $ 14,446,682
Shares issued in
connection with
the acquisition of
AllianceBernstein
Premier Growth
Institutional Fund 3,071,687 -0- 64,802,657 -0-
Shares redeemed (1,462,275) (126,456) (30,758,353) (2,402,047)
Net increase 3,339,265 578,868 $ 70,381,550 $ 12,044,635
NOTE G
Risks Involved in Investing in the Fund
Foreign Securities Risk--Investing in securities of foreign companies or
foreign governments involves special risks which include changes in foreign
currency exchange rates and the possibility of the future political and
economic developments which could adversely affect the value of such
securities. Moreover, securities of many foreign companies or foreign
governments and their markets may be less liquid and their prices more volatile
than those of comparable 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 indemnification provisions and expects
the risk of loss thereunder to be remote.
NOTE H
Joint Credit Facility
A number of open-end mutual funds managed by the Adviser, including the Fund,
participate in a $250 million revolving credit facility (the "Facility")
intended to provide short-term financing if necessary, subject to certain
restrictions in connection with abnormal redemption activity. Commitment fees
related to the Facility are paid by the participating funds and are included in
miscellaneous expenses in the statement of operations. The Fund did not utilize
the Facility during the six months ended January 31, 2007.
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 23
NOTE I
Components of Accumulated Earnings (Deficit)
The tax character of distributions to be paid for the year ending Jully 31,
2007 will be determined at the end of the current fiscal year. As of July 31,
2006, the components of accumulated earnings/(deficit) on a tax basis were as
follows:
Accumulated capital and other losses $(8,234,225,261)(a)
Unrealized appreciation/(depreciation) 387,816,231(b)
Total accumulated earnings/(deficit) $(7,846,409,030)
(a) On July 31, 2006, the Fund had a net capital loss carryforward of
$8,234,225,261, of which $5,059,666,044 expires in the year 2009,
$2,082,402,414 expires in the year 2010 and $1,092,156,803 expires in the year
2011. To the extent future capital gains are offset by capital loss
carryforward, such gains will not be distributed. The Fund utilized
$489,178,532 of capital loss carryforward during the year.
(b) The difference between book-basis and tax-basis unrealized
appreciation/(depreciation) is attributable primarily to the tax deferral of
losses on wash sales and return of capital distributions from underlying
investments.
NOTE J
Acquisition of AllianceBernstein Premier Growth Institutional Fund by
AllianceBernstein Large Cap Growth Fund, Inc. (the "Fund")
On December 15, 2006, the Fund acquired all of the net assets of the
AllianceBernstein Premier Growth Institutional Fund ("PGIF"), pursuant to a
plan of reorganization approved by the shareholders of PGIF. On December 15,
2006, the acquisition was accomplished by a tax-free exchange of 3,393,364
shares of the Fund for 6,165,605 shares of PGIF. The aggregate net assets of
the Fund and PGIF immediately before the acquisition were $2,820,945,651 and
$71,691,963 (including $16,587,570 of net unrealized appreciation of
investments and foreign currency denominated assets and liabilities),
respectively. Immediately after the acquisition, the combined net assets of the
Fund amounted to $2,892,637,614.
NOTE K
Legal Proceedings
As has been previously reported, the staff of the U.S. Securities and Exchange
Commission ("SEC") and the Office of New York Attorney General ("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 LARGE CAP GROWTH 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 conducted an investigation of the above-mentioned matters with
the advice of an independent economic consultant and independent counsel.
On October 2, 2003, a purported class action complaint entitled Hindo, et al.
v. AllianceBernstein Growth & Income Fund, et al. ("Hindo Complaint") was filed
against the Adviser, Alliance Capital Management Holding L.P. ("Alliance
Holding"), Alliance Capital Management Corporation, AXA Financial, Inc., the
AllianceBernstein Funds, certain officers of the Adviser ("Alliance
defendants"),
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 25
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.
On April 21, 2006, the Adviser 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 agreement 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. The derivative claims brought on behalf of Alliance Holding remain
pending.
On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the
Office of the Attorney General of the State of West Virginia and (ii) a request
for information from West Virginia's Office of the State Auditor, Securities
Commission (the "West Virginia Securities Commissioner") (together, the
"Information Requests"). Both Information Requests require the Adviser to
produce documents concerning, among other things, any market timing or late
26 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
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 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. The court denied the writ and in September
2006 the Supreme Court of Appeals declined the defendants' petition for appeal.
On September 22, 2006, Alliance and Alliance Holding filed an answer and motion
to dismiss the Summary Order with the Securities Commissioner.
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
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
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 27
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. On July 5,
2006, plaintiffs filed a notice of appeal. On October 4, 2006 the appeal was
withdrawn by stipulation, with plaintiffs reserving the right to reinstate it
at a later date.
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.
NOTE L
Recent Accounting Pronouncements
On July 13, 2006, the Financial Accounting Standards Board ("FASB") released
FASB Interpretation No. 48 "Accounting for Uncertainty in Income Taxes" ("FIN
48"). FIN 48 provides guidance for how uncertain tax positions should be
recognized, measured, presented and disclosed in the financial statements. FIN
48 requires the evaluation of tax positions taken or expected to be taken in
the course of preparing a fund's tax returns to determine whether the tax
positions are "more-likely-than-not" of being sustained by the applicable tax
authority. Tax positions not deemed to meet the more-likely-than-not threshold
would be
28 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
recorded in the current period. Adoption of FIN 48 is required for fiscal years
beginning after December 15, 2006 and is to be applied to all open tax years as
of the effective date. On December 22, 2006, the Securities and Exchange
Commission notified the industry that the implementation of FIN 48 by
registered investment companies could be delayed until the last business day of
the first required financial statement reporting period for fiscal years
beginning after December 15, 2006. At this time, management is evaluating the
implications of FIN 48 and its impact on the financial statements has not yet
been determined.
On September 20, 2006, the FASB released Statement of Financial Accounting
Standards No. 157 "Fair Value Measurements" ("FAS 157"). FAS 157 establishes an
authoritative definition of fair value, sets out a framework for measuring fair
value, and requires additional disclosures about fair-value measurements. The
application of FAS 157 is required for fiscal years beginning after November
15, 2007 and interim periods within those fiscal years. At this time,
management is evaluating the implications of FAS 157 and its impact on the
financial statements has not yet been determined.
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 29
FINANCIAL HIGHLIGHTS
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class A
--------------------------------------------------------------------------------------------------------------
Six Months
Ended December 1, Year Ended
January 31, Year Ended July 31, 2002 to November 30,
2007 ------------------------------------------- July 31, ---------------------------
(unaudited) 2006 2005 2004 2003(a) 2002 2001
--------------------------------------------------------------------------------------------------------------
Net asset
value,
beginning
of period $ 18.56 $19.15 $16.28 $15.58 $15.07 $20.24 $29.51
Income From
Investment
Operations
Net investment
loss(b) (.08) (.19) (.14)(c) (.15)(c)(d) (.10) (.19) (.19)
Net realized
and unrealized
gain (loss)
on investment
transactions 2.45 (.40) 3.01 .85 .61 (4.98) (6.43)
Net increase
(decrease)
in net asset
value from
operations 2.37 (.59) 2.87 .70 .51 (5.17) (6.62)
Less:
Distributions
Distributions
from net
realized gain
on investment
transactions -0- -0- -0- -0- -0- -0- (2.38)
Distributions
in excess of
net realized
gain on
investment
transactions -0- -0- -0- -0- -0- -0- (.27)
Total
distributions -0- -0- -0- -0- -0- -0- (2.65)
Net asset
value, end
of period $ 20.93 $18.56 $19.15 $16.28 $15.58 $15.07 $20.24
Total Return
Total investment
return based
on net asset
value(e) 12.77% (3.08)% 17.63% 4.49% 3.38% (25.54)% (24.90)%
Ratios/
Supplemental
Data
Net assets,
end of
period (000's
omitted) $1,170,486 $1,107,602 $1,348,678 $1,550,292 $1,757,243 $2,098,623 $3,556,040
Ratio to
average
net assets
of:
Expenses,
net of
waivers/
reimbursements 1.56%(f)(g) 1.54%(h) 1.50% 1.58% 1.89%(f) 1.73% 1.53%
Expenses,
before
waivers/
reimbursements 1.56%(f)(g) 1.54%(h) 1.53% 1.76% 1.89%(f) 1.73% 1.53%
Net investment
loss (.75)%(f) (.92)%(h) (.82)%(c) (.90)%(c)(d) (1.08)%(f) (1.09)% (.83)%
Portfolio
turnover rate 44% 68% 56% 61% 60% 93% 135%
See footnote summary on page 36.
30 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class B
--------------------------------------------------------------------------------------------------------------
Six Months
Ended December 1, Year Ended
January 31, Year Ended July 31, 2002 to November 30,
2007 ------------------------------------------- July 31, ----------------------------
(unaudited) 2006 2005 2004 2003(a) 2002 2001
--------------------------------------------------------------------------------------------------------------
Net asset
value,
beginning
of period $16.62 $17.28 $14.80 $14.27 $13.88 $18.78 $27.76
Income From
Investment
Operations
Net investment
loss(b) (.14) (.30) (.25)(c) (.25)(c)(d) (.16) (.29) (.35)
Net realized
and unrealized
gain (loss)
on investment
transactions 2.20 (.36) 2.73 .78 .55 (4.61) (5.98)
Net increase
(decrease)
in net asset
value from
operations 2.06 (.66) 2.48 .53 .39 (4.90) (6.33)
Less:
Distributions
Distributions
from net
realized gain
on investment
transactions -0- -0- -0- -0- -0- -0- (2.38)
Distributions
in excess of
net realized
gain on
investment
transactions -0- -0- -0- -0- -0- -0- (.27)
Total
distributions -0- -0- -0- -0- -0- -0- (2.65)
Net asset
value, end
of period $18.68 $16.62 $17.28 $14.80 $14.27 $13.88 $18.78
Total Return
Total investment
return based
on net asset
value(e) 12.39% (3.82)% 16.76% 3.71% 2.81% (26.09)% (25.48)%
Ratios/
Supplemental
Data
Net assets,
end of
period (000's
omitted) $956,086 $1,117,481 $1,559,369 $1,871,308 $2,670,330 $3,080,955 $5,774,836
Ratio to
average
net assets
of:
Expenses,
net of
waivers/
reimbursements 2.32%(f)(g) 2.30%(h) 2.25% 2.34% 2.65%(f) 2.47% 2.25%
Expenses,
before
waivers/
reimbursements 2.32%(f)(g) 2.30%(h) 2.28% 2.52% 2.65%(f) 2.47% 2.25%
Net investment
loss (1.51)%(f) (1.68)%(h) (1.57)%(c) (1.66)%(c)(d) (1.84)%(f) (1.84)% (1.59)%
Portfolio
turnover rate 44% 68% 56% 61% 60% 93% 135%
See footnote summary on page 36.
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 31
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class C
--------------------------------------------------------------------------------------------------------------
Six Months
Ended December 1, Year Ended
January 31, Year Ended July 31, 2002 to November 30,
2007 ----------------------------------------- July 31, ----------------------------
(unaudited) 2006 2005 2004 2003(a) 2002 2001
--------------------------------------------------------------------------------------------------------------
Net asset
value,
beginning
of period $16.68 $17.33 $14.83 $14.30 $13.90 $18.81 $27.80
Income From
Investment
Operations
Net investment
loss(b) (.13) (.30) (.24)(c) (.25)(c)(d) (.16) (.29) (.35)
Net realized
and unrealized
gain (loss)
on investment
transactions 2.19 (.35) 2.74 .78 .56 (4.62) (5.99)
Net increase
(decrease)
in net asset
value from
operations 2.06 (.65) 2.50 .53 .40 (4.91) (6.34)
Less:
Distributions
Distributions
from net
realized gain
on investment
transactions -0- -0- -0- -0- -0- -0- (2.38)
Distributions
in excess of
net realized
gain on
investment
transactions -0- -0- -0- -0- -0- -0- (.27)
Total
distributions -0- -0- -0- -0- -0- -0- (2.65)
Net asset
value, end
of period $18.74 $16.68 $17.33 $14.83 $14.30 $13.90 $18.81
Total Return
Total investment
return based
on net asset
value(e) 12.35% (3.75)% 16.86% 3.71% 2.88% (26.10)% (25.48)%
Ratios/
Supplemental
Data
Net assets,
end of
period (000's
omitted) $375,045 $396,990 $536,804 $666,851 $943,029 $1,116,314 $2,173,671
Ratio to
average
net assets
of:
Expenses,
net of
waivers/
reimbursements 2.28%(f)(g) 2.26%(h) 2.22% 2.31% 2.62%(f) 2.45% 2.26%
Expenses,
before
waivers/
reimbursements 2.28%(f)(g) 2.26%(h) 2.25% 2.49% 2.62%(f) 2.45% 2.26%
Net investment
loss (1.47)%(f) (1.65)%(h) (1.53)%(c) (1.62)%(c)(d) (1.81)%(f) (1.81)% (1.59)%
Portfolio
turnover rate 44% 68% 56% 61% 60% 93% 135%
See footnote summary on page 36.
32 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Advisor Class
----------------------------------------------------------------------------------------------------------
Six Months
Ended December 1, Year Ended
January 31, Year Ended July 31, 2002 to November 30,
2007 ------------------------------------------------ July 31, -------------------
(unaudited) 2006 2005 2004 2003(a) 2002 2001
----------------------------------------------------------------------------------------------------------
Net asset
value,
beginning
of period $19.21 $19.76 $16.74 $15.97 $15.42 $20.65 $29.99
Income From
Investment
Operations
Net investment
loss(b) (.05) (.11) (.09)(c) (.10)(c)(d) (.08) (.14) (.14)
Net realized
and unrealized
gain (loss)
on investment
transactions 2.54 (.44) 3.11 .87 .63 (5.09) (6.55)
Net increase
(decrease)
in net asset
value from
operations 2.49 (.55) 3.02 .77 .55 (5.23) (6.69)
Less:
Distributions
Distributions
from net
realized gain
on investment
transactions -0- -0- -0- -0- -0- -0- (2.38)
Distributions
in excess of
net realized
gain on
investment
transactions -0- -0- -0- -0- -0- -0- (.27)
Total
distributions -0- -0- -0- -0- -0- -0- (2.65)
Net asset
value, end
of period $21.70 $19.21 $19.76 $16.74 $15.97 $15.42 $20.65
Total Return
Total investment
return based
on net asset
value(e) 12.96% (2.78)% 18.04% 4.82% 3.57% (25.33)% (24.72)%
Ratios/
Supplemental
Data
Net assets,
end of
period (000's
omitted) $191,519 $151,816 $1,040,894 $761,895 $793,162 $590,508 $510,603
Ratio to
average
net assets
of:
Expenses,
net of
waivers/
reimbursements 1.26%(f)(g) 1.22%(h) 1.20% 1.28% 1.60%(f) 1.45% 1.25%
Expenses,
before
waivers/
reimbursements 1.26%(f)(g) 1.22%(h) 1.23% 1.46% 1.60%(f) 1.45% 1.25%
Net investment
loss (.44)%(f) (.66)%(h) (.53)%(c) (.60)%(c)(d) (.78)%(f) (.79)% (.59)%
Portfolio
turnover rate 44% 68% 56% 61% 60% 93% 135%
See footnote summary on page 36.
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 33
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class R
--------------------------------------------------------------------
Six Months
Ended November 3,
January 31, Year Ended July 31, 2003(i) to
2007 ------------------------------ July 31,
(unaudited) 2006 2005 2004
---------------------------------------------------------------------
Net asset value, beginning of period $18.49 $19.10 $16.25 $16.59
Income From Investment Operations
Net investment loss(b) (.08) (.15) (.17)(c) (.20)(c)(d)
Net realized and unrealized gain (loss) on
investment transactions 2.44 (.46) 3.02 (.14)
Net increase (decrease) in net asset value
from operations 2.36 (.61) 2.85 (.34)
Net asset value, end of period $20.85 $18.49 $19.10 $16.25
Total Return
Total investment return based on net
asset value(e) 12.76% (3.19)% 17.54% (2.05)%
Ratios/Supplemental Data
Net assets, end of period (000's omitted) $1,540 $1,492 $107 $10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements 1.60%(f)(g) 1.55%(h) 1.59% 1.70%(f)
Expenses, before waivers/reimbursements 1.60%(f)(g) 1.55%(h) 1.62% 1.95%(f)
Net investment loss (.78)%(f) (.75)%(h) (.90)%(c) (1.08)%(c)(d)(f)
Portfolio turnover rate 44% 68% 56% 61%
See footnote summary on page 36.
34 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class K
----------------------------------------------------
Six Months
Ended March 1,
January 31, Year Ended 2005(i) to
2007 July 31, July 31,
(unaudited) 2006 2005
-----------------------------------------------------
Net asset value, beginning of period $18.65 $19.19 $17.63
Income From Investment Operations
Net investment loss(b) (.04) (.05) (.04)
Net realized and unrealized gain (loss)
on investment transactions 2.46 (.49) 1.60
Net increase (decrease) in
net asset value from operations 2.42 (.54) 1.56
Net asset value, end of period $21.07 $18.65 $19.19
Total Return
Total investment return based on
net asset value(e) 12.98% (2.82)% 8.85%
Ratios/Supplemental Data
Net assets, end of period (000's omitted) $3,004 $1,586 $11
Ratio to average net assets of:
Expenses 1.22%(f)(g) 1.09%(h) 1.03%(f)
Net investment loss (.37)%(f) (.27)%(h) (.48)%(f)
Portfolio turnover rate 44% 68% 56%
See footnote summary on page 36.
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 35
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class I
----------------------------------------------------
Six Months
Ended March 1,
January 31, Year Ended 2005(i) to
2007 July 31, July 31,
(unaudited) 2006 2005
-----------------------------------------------------
Net asset value, beginning of period $18.70 $19.20 $17.63
Income From Investment Operations
Net investment loss(b) (.01) (.03) (.02)
Net realized and unrealized gain (loss)
on investment transactions 2.55 (.47) 1.59
Net increase (decrease) in
net asset value from operations 2.54 (.50) 1.57
Net asset value, end of period $21.24 $18.70 $19.20
Total Return
Total investment return based on
net asset value(e) 13.58% (2.61)% 8.90%
Ratios/Supplemental Data
Net assets, end of period (000's omitted) $83,240 $10,837 $11
Ratio to average net assets of:
Expenses .91%(f)(g) .92%(h) .83%(f)
Net investment loss (.09)%(f) (.18)%(h) (.27)%(f)
Portfolio turnover rate 44% 68% 56%
(a) The Fund changed its fiscal year end from November 30 to July 31.
(b) Based on average shares outstanding.
(c) Net of fees and expenses waived/reimbursed by the Adviser.
(d) Net of fees and expenses waived/reimbursed by the Transfer Agent.
(e) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period. Initial sales charges or contingent
deferred sales charges are not reflected in the calculation of total
investment return. Total return does not reflect the deduction of taxes that
a shareholder would pay on Fund distributions or the redemption of Fund
shares. Total investment return calculated for a period of less than one year
is not annualized.
(f) Annualized.
(g) Ratios reflect expenses grossed up for expense offset arrangement with the
Transfer Agent. For the period shown below, the net expense ratios were as
follows:
Six Months Ended
January 31, 2007
(unaudited)
-------------------
Class A 1.53%
Class B 2.30%
Class C 2.26%
Advisor Class 1.23%
Class R 1.57%
Class K 1.20%
Class I 0.89%
(h) The ratio includes expenses attributable to costs of proxy solicitation.
(i) Commencement of distributions.
36 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
BOARD OF DIRECTORS
William H. Foulk, Jr.(1), Chairman
Marc O. Mayer, President
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)
Earl D. Weiner(1)
OFFICERS
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer
David P. Handke, Jr.(2), Vice President
Syed J. Hasnain(2), Vice President
James G. Reilly(2), Vice President
Michael J. Reilly(2), Vice President
P. Scott Wallace(2), Vice President
Emilie D. Wrapp, Secretary
Joseph J. Mantineo, Treasurer & 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
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
New York, NY 10154
Legal Counsel
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
(1) Member of the Audit Committee, the Governance and Nominating Committee and
the Independent Directors Committee.
(2) The day-to-day management of and investment decisions for the Fund's
portfolio are made by the Large Cap Growth Team. Messrs. Hasnain, Handke, James
Reilly, Michael Reilly and Wallace are the investment professionals with the
most significant responsibility for the day-to day management of the Fund's
portfolio.
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 37
THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS
SUMMARY OF SENIOR OFFICER'S EVALUATION OF
INVESTMENT ADVISORY AGREEMENT(1)
The following is a summary of the evaluation of the Investment Advisory
Agreement between AllianceBernstein L.P. (the "Adviser") and AllianceBernstein
Large Cap Growth Fund, Inc. (the "Fund"), prepared by Philip L. Kirstein, the
Senior Officer of the Fund for the Directors of the Fund, as required by an
August 2004 agreement between the Adviser and the New York State Attorney
General (the "NYAG").(2) The Senior Officer's evaluation of the Investment
Advisory Agreement is not meant to diminish the responsibility or authority of
the Board of Directors of the Fund to perform its 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 proposed to
be paid by the Fund which was provided to the Directors in connection with
their review of the proposed approval of the 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 supplying such
services;
5. Possible economies of scale as the Fund grows larger; and
6. Nature and quality of the Adviser's services including the performance of
the Fund.
FUND ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS
The Adviser proposed that the Fund pay the advisory fee set forth in the table
below for receiving the services to be provided pursuant to the Investment
(1) It should be noted that the information in the fee summary was completed
on June 2, 2006 and presented to the Board of Directors on June 14, 2006 in
accordance with the Assurance of Discontinuance between the NYAG and the
Adviser. 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.
(2) Future references to the Fund do not include "AllianceBernstein."
38 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
Advisory Agreement. The fee schedule below, implemented in January 2004 in
connection with the Adviser's settlement with the NYAG in December 2003, is
based on a master schedule that contemplates eight categories of funds with
almost all funds in each category having the same advisory fee schedule.(3)
Net Assets Advisory Fee
02/28/06 Based on % of Average
Category (million) Daily Net Assets Fund
- -----------------------------------------------------------------------------
Growth $3,554.5 75 bp on 1st $2.5 billion Large Cap
65 bp on next $2.5 billion Growth Fund, Inc.
60 bp on the balance
The Adviser is reimbursed as specified in the Investment Advisory Agreement for
certain clerical, legal, accounting, administrative and other services provided
to the Fund. Indicated below is the reimbursement amount, which the Adviser
received from the Fund in the Fund's most recently completed fiscal year,
expressed in dollars and as a percentage of average daily net assets
As a % of Average
Fund Amount Daily Net Assets
- -------------------------------------------------------------------------------
Large Cap Growth Fund, Inc $81,420 0.002%
Set forth below are the Fund's total expense ratios, calculated from the
beginning of the Fund's fiscal year though the Fund's semi-annual period:
Fund Total Expense Ratio Fiscal Year End
- -------------------------------------------------------------------------------
Large Cap Growth Fund, Inc. Class A 1.73% July 31
Class B 2.48% (ratios as of
Class C 2.45% January 31, 2006)
Class R 1.73%
Class K 1.42%
Class I 1.09%
Adv. Class 1.37%
I. MANAGEMENT FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS
The management fees charged to investment companies which the Adviser manages
and sponsors are normally higher than those charged to similar sized
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, who among other responsibilities make the certifications required
under the Sarbanes-
(3) Most of the AllianceBernstein Mutual Funds, which the Adviser manages,
were affected by the Adviser's settlement with the NYAG.
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 39
Oxley Act of 2002, 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, legal and compliance
requirements for the Fund are more costly than those for institutional assets
due to the greater complexities and time required for investment companies,
although as previously noted, a portion of these expenses is reimbursed by the
Fund to the Adviser. Also, retail mutual funds managed by the Adviser are
widely held. Servicing the Fund's investors is more time consuming and labor
intensive compared to institutional clients since the Adviser needs to
communicate with a more extensive network of financial intermediaries and
shareholders. In addition, managing the cash flow of an investment company may
be more difficult than that of a stable pool of assets, such as an
institutional account with little cash movement in either direction,
particularly, if the Fund is in net redemption and the Adviser is frequently
forced to sell securities to raise cash for redemptions. However, managing a
fund with positive cash flow may be easier at times than managing a stable pool
of assets. Finally, in recent years, investment advisers have been sued by
institutional clients and have suffered reputational damage both by the
attendant publicity and outcomes other than complete victories. Accordingly,
the legal and reputational risks associated with institutional accounts are
greater than previously thought, although still not equal to those related to
the mutual fund industry.
Notwithstanding the Adviser's view that managing an investment company is not
comparable to managing other institutional accounts because the services
provided are different, it is worth considering information regarding the
advisory fees charged to institutional accounts with a substantially similar
investment style as the Fund. It should be noted that the Adviser has indicated
that with respect to institutional accounts with assets greater than $300
million, it will negotiate a fee schedule. Discounts that are negotiated vary
based upon each client relationship. In addition to the AllianceBernstein
Institutional fee schedule, set forth below is what would have been the
effective advisory fee of the Fund had the AllianceBernstein Institutional fee
schedule been applicable to the Fund versus the Fund's advisory fee:
Net Assets AllianceBernstein ("AB") Effective Fund
02/28/06 Institutional ("Inst.") AB Inst. Advisory
Fund ($MIL) Fee Schedule Adv. Fee Fee(4)
- ---------------------------------------------------------------------------------------
Large Cap Growth $3,554.5 Large Cap Growth 0.259% 0.718%
Fund, Inc. 80 bp on 1st $25 million
50 bp on next $25 million
40 bp on next $50 million
30 bp on next $100 million
25 bp on the balance
Minimum Account Size: $10 m
(4) Fund advisory fee information was provided by Lipper. See Section II for
additional discussion.
40 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
The AllianceBernstein Variable Products Series Fund, Inc. ("AVPS"), which is
managed by the Adviser and is available through variable annuity and variable
life contracts offered by other financial institutions, offers investors the
option to invest in a portfolio with a substantially similar investment style
as the Fund. The following table shows the fee schedule of the AVPS portfolio
that has a substantially similar investment style as the Fund.
Fund AVPS Portfolio Fee Schedule
- -------------------------------------------------------------------------------
Large Cap Growth Fund, Inc. Large Cap Growth 75 bp on first $2.5 billion
Portfolio 65 bp on next $2.5 billion
60 bp on the balance
The Alliance Capital Investment Trust Management mutual funds ("ACITM"), which
are offered to investors in Japan, have an "all-in" fee to compensate the
Adviser for investment advisory as well as fund accounting and administrative
related services. The fee schedule of the ACITM mutual fund with a similar
investment style as the Fund is as follows:
Fund ACITM Mutual Fund Fee
- -------------------------------------------------------------------------------
Large Cap Growth Fund, Inc. Alliance American Premier 0.95%
Growth - Hedge / Non-Hedge
Alliance American Premier 0.735%
Growth FVA(5)
Alliance American Premier 0.70%
Growth F / FB(5)
The Adviser provides sub-advisory investment services to certain other
investment companies managed by other fund families. The Adviser charges the
following fees for each of these sub-advisory relationships:
Fund Sub-advised Fund Fee Schedule
- -------------------------------------------------------------------------------
Large Cap Growth Fund, Inc. Client #1(6) 0.60% on the first $1 billion
0.55% on the next $500 million
0.50% on the next $500 million
0.45% on the next $500 million
0.40% thereafter
Client #2 0.35% on first $50 million
0.30% on next $100 million
0.25% thereafter
Client #3 0.40% on first $300 million
0.37% on next $300 million
0.35% on next $300 million
0.32% on next $600 million
0.25% thereafter
(5) This ACITM fund is privately placed or institutional.
(6) This is the fee schedule of a fund managed by an affiliate of the Adviser.
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 41
It is fair to note that the services the Adviser provides pursuant to
sub-advisory agreements are generally confined to the services related to the
investment process; in other words, they are not as comprehensive as the
services provided to the Fund by the Adviser. In addition, to the extent that
certain of these sub-advisory relationships are with affiliates of the Adviser,
the fee schedules may not reflect arms-length bargaining or negotiations.
II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.
Lipper, Inc. ("Lipper"), 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
management fee relative to the Lipper group median at the approximate current
asset level of the Fund.(7)
Effective Lipper
Management Group
Fund Fee(8) Median Rank
- -------------------------------------------------------------------------------
Large Cap Growth Fund, Inc. 0.718 0.617 9/12
Lipper also analyzed the total expense ratio of the Fund in comparison to its
Lipper Expense Group(9) and Lipper Expense Universe.(10) Lipper describes a
Lipper Expense Group as a representative sample of comparable funds and a
Lipper Expense Universe as a broader group, consisting of all funds in the same
(7) The effective management fee is calculated by Lipper using the Fund's
contractual management fee rate at a hypothetical asset level. The hypothetical
asset level is based on the combined net assets of all classes of the Fund,
rounded up to the next $25 million. Lipper's total expense ratio information is
based on the most recent annual report except as otherwise noted. A ranking of
"1" means that the Fund has the lowest effective fee rate in the Lipper peer
group.
(8) The effective management fee rate for the Fund does not reflect the
aforementioned payments made by the Fund to the Adviser for certain clerical,
legal, accounting, administrative, and other services.
(9) 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. A Lipper Expense Group will typically
consist of seven to twenty funds.
(10) Except for asset (size) comparability, Lipper uses the same criteria for
selecting a Lipper Expense Group when selecting a Lipper Expense Universe.
Unlike the Lipper Expense Group, the Lipper Expense Universe allows for the
same adviser to be represented by more than just one fund.
42 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
investment classification/objective with a similar load type as the subject
Fund. The result of that analysis is set forth below:
Expense Lipper Lipper Lipper Lipper
Ratio Group Group Universe Universe
Fund (%)(11) Median (%) Rank Median (%) Rank
- -------------------------------------------------------------------------------
Large Cap Growth
Fund, Inc. 1.496 1.182 12/12 1.324 80/113
Based on this analysis, the Fund has a more favorable ranking on a management
fee basis than it does on a total expense ratio basis.
III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO
THE MANAGEMENT FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.
A consultant was retained by the Senior Officer to work with the Adviser's
personnel to align the Adviser's two profitability reporting systems. The
alignment, which now has been completed, allows the Adviser's management and
the Directors to receive consistent presentations of the financial results and
profitability although the two profitability reporting systems operate
independently. See Section IV for additional discussion.
IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH
SERVICES.
The profitability information for the Fund prepared by the Adviser for the
Board of Directors was reviewed by the Senior Officer. The Adviser's
profitability from providing investment advisory services to the Fund increased
during calendar year 2005 relative to 2004.
In addition to the Adviser's direct profits from managing the Fund, certain of
the Adviser's affiliates have business relationships with the Fund and may earn
a profit from providing other services to the Fund. The courts have referred to
this type of business opportunity as "fall-out benefits" to the Adviser and
indicated that they should be factored into the evaluation of the total
relationship between the Fund and the Adviser. Neither case law nor common
business practice precludes the Adviser's affiliates from earning a reasonable
profit on this type of relationship. These affiliates provide transfer agent,
distribution, and brokerage related services to the Fund 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.
(11) The total expense ratio shown is for the Fund's Class A shares.
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 43
AllianceBernstein Investments, Inc. ("ABI"), an affiliate of the Adviser, is
the Fund's principal underwriter. ABI and the Adviser have disclosed in the
Fund's prospectus that they may make revenue sharing payments from their own
resources, in addition to resources derived from sales loads and Rule 12b-1
fees, to firms that sell shares of the Fund. In 2005, ABI paid approximately
0.042% of the average monthly assets of the AllianceBernstein Mutual Funds or
approximately $18.0 million for distribution services and educational support
(revenue sharing payments). For 2006, it is anticipated, ABI will pay
approximately 0.04% of the average monthly assets of the AllianceBernstein
Mutual Funds or approximately $17.5 million.(12)
After payments to third party intermediaries, ABI retained the following
amounts for Class A front-end load sales charges from sales of the Fund's Class
A shares during the Fund's most recently completed fiscal year:
Fund Amount Received
- -------------------------------------------------------------------------------
Large Cap Growth Fund, Inc. $31,554
ABI received the amounts set forth below in Rule 12b-1 fees and CDSC for the
Fund during the Fund's most recent fiscal year:
Fund 12b-1 Fees Received CDSC Received
- -------------------------------------------------------------------------------
Large Cap Growth Fund, Inc. $26,976,096 $1,458,084
The transfer agent of the Portfolio is AllianceBernstein Investor Services,
Inc. ("ABIS"). ABIS' after-tax profitability increased in 2005 in comparison to
2004. ABIS received the following fee from the Portfolio in the most recent
fiscal year:
Fund ABIS Fee(13)
- -------------------------------------------------------------------------------
Large Cap Growth Fund, Inc. $11,188,540
The Fund effected brokerage transactions through the Adviser's affiliate,
Sanford C. Bernstein & Co. LLC ("SCB & Co.") and/or its U.K. affiliate, Sanford
C. Bernstein Limited ("SCB Ltd."), collectively "SCB," and paid commissions for
such transactions during the Fund's most recently completed 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 similar
third
(12) ABI currently inserts the "Advance" in quarterly account statements and
pays the incremental costs associated with the mailing. The incremental cost is
less than what an "independent mailing" would cost.
(13) The fee disclosed is net of any waivers or any other expense offset
arrangement with ABIS. An expense offset is created by the interest earned on
the positive cash balance that occurs within the transfer agent account as
there is a one day lag with regards to money movement from the shareholder's
account to the transfer agent's account and then from the transfer agent's
account to the Fund's account.
44 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
party clients. In the ordinary course of business, SCB receives and pays
liquidity rebates from electronic communications networks ("ECNs") derived from
trading for its clients, including the Fund. These credits and charges are not
being passed on to any SCB client. The Adviser also receives certain soft
dollar benefits from brokers that execute agency trades for the Fund and other
clients. These soft dollar benefits reduce the Adviser's cost of doing business
and increase its profitability.
V. POSSIBLE ECONOMIES OF SCALE
The Adviser has indicated that the breakpoints in the fee schedule in the
Investment Advisory Agreement reflect a sharing of economies of scale to the
extent the breakpoints are reached. Based on some of the professional
literature that has 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 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,
researchers had 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 a fund's assets exceeds its
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 $635 billion as of April 30, 2006, the Adviser
has the investment experience to manage and provide non-investment services
(described in Section I) to the Fund.
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 45
The information below, prepared by Lipper, shows the 1, 3, 5 and 10 year
performance ranking of the Fund(14) relative to its Lipper Performance
Group(15) and Lipper Performance Universe(16) for the periods ended December
31, 2005:
Large Cap Growth Fund, Inc. Group Universe
- ------------------------------------------------------------------
1 year 2/12 10/134
3 year 4/12 31/120
5 year 8/12 64/104
10 year 5/8 18/43
Set forth below are the 1, 3, 5, 10 year and since inception performance
returns of the Fund (in bold)(17) versus its benchmark:(18)
Periods Ending December 31, 2005
Annualized Performance
- -------------------------------------------------------------------------------
1 3 5 10 Since
Fund Year Year Year Year Inception
- -------------------------------------------------------------------------------
Large Cap Growth Fund, Inc. 14.15 14.86 -4.86 7.07 9.39
Russell 1000 Growth Index 5.26 13.23 -3.58 6.73 8.57
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 17, 2006
(14) The performance rankings are for the Class A shares of the Fund.
(15) The Lipper Performance Group is identical to the Lipper Expense Group.
(16) For the Lipper Performance Universe, Lipper included the Fund and all of
the funds of the same Lipper Classification/Objective and load type, regardless
of asset size.
(7) The performance returns shown are for the Class A shares of the Fund.
(18) The Adviser provided Fund and benchmark performance return information for
periods through December 31, 2005 in order to maintain consistency with
Lipper's performance rankings in the analysis.
46 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
THIS PAGE IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS
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
Small/Mid-Cap Value Fund
Utility Income Fund
Value Fund
Global & International
Global Real Estate Investment Fund*
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
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
AllianceBernstein Global High Income Fund*
AllianceBernstein Income 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
- --------------------------------------------------
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.
You should consider the investment objectives, risks, charges and expenses of
any AllianceBernstein fund/portfolio carefully before investing. For free
copies of our prospectuses, which contain this and other information, visit us
online at www.alliancebernstein.com or contact your financial advisor. Please
read the prospectus carefully before investing.
* Prior to January 26, 2007, AllianceBernstein Income Fund was named ACM
Income Fund and AllianceBernstein Global High Income Fund was named Alliance
World Dollar Government Fund II. Prior to March 1, 2007, Global Real Estate
Investment Fund was named Real Estate Investment Fund.
** An investment in the Fund is not a deposit in a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. Although the Fund seeks to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in the Fund.
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND o 47
NOTES
48 o ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
1345 Avenue of the Americas
New York, NY 10105
(800) 221-5672
[LOGO]
ALLIANCEBERNSTEIN
INVESTMENTS
LCG-0152-0107
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-3(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 Large-Cap Growth Fund, Inc.
By: /s/ Marc O. Mayer
----------------------
Marc O. Mayer
President
Date: March 30, 2007
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: March 30, 2007
By: /s/ Joseph J. Mantineo
----------------------
Joseph J. Mantineo
Treasurer and Chief Financial Officer
Date: March 30, 2007