AllianceBernstein Large Cap Growth Fund

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AllianceBernsteinLarge Cap Growth Fund

January 31, 2013

Semi-Annual Report

Investment Products Offered

• Are Not FDIC Insured• May Lose Value• Are Not Bank Guaranteed

Investors should consider the investment objectives, risks, charges and expenses of theFund carefully before investing. For copies of our prospectus or summary prospectus, whichcontain this and other information, visit us online at www.alliancebernstein.com or contact yourAllianceBernstein Investments representative. Please read the prospectus and/or summaryprospectus carefully before investing.

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individualswho are not current shareholders of the Fund.

You may obtain a description of the Fund’s proxy voting policies and procedures, and informationregarding how the Fund voted proxies relating to portfolio securities during the most recent 12-monthperiod ended June 30, without charge. Simply visit AllianceBernstein’s website atwww.alliancebernstein.com, or go to the Securities and Exchange Commission’s (the “Commission”)website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and thirdquarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’swebsite at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at theCommission’s Public Reference Room in Washington, DC; information on the operation of the PublicReference Room may be obtained by calling (800) SEC-0330. AllianceBernstein publishes full portfolioholdings for the Fund monthly at www.alliancebernstein.com.

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AllianceBernstein family ofmutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the manager ofthe funds.

AllianceBernstein® and the AB Logo are registered trademarks and service marks used by permissionof the owner, AllianceBernstein L.P.

March 11, 2013

Semi-Annual ReportThis report provides management’sdiscussion of fund performance forAllianceBernstein Large Cap GrowthFund (the “Fund”) for the semi-annualreporting period ended January 31,2013.

Investment Objective and PoliciesThe Fund’s investment objective islong-term growth of capital. TheFund invests primarily in equity secu-rities of a limited number of large,carefully selected, high-quality U.S.companies. AllianceBernstein L.P. (the“Adviser”) tends to focus on thosecompanies that have strong manage-ment, superior industry positions,excellent balance sheets and superiorearnings growth prospects. The Fundinvests primarily in domestic equitysecurities of companies selected by theFund’s Adviser for their growthpotential within various market sec-tors. The Fund emphasizes invest-ments in large, seasoned companiesand normally invests in approximately50-70 companies. Under normal cir-cumstances, the Fund will invest atleast 80% of its net assets in commonstocks of large-capitalization compa-nies. For these purposes, “largecapitalization companies” are thosethat, at the time of investment, havemarket capitalizations within the rangeof market capitalizations of companiesappearing in the Russell 1000 GrowthIndex.

The Adviser expects that normally theFund’s portfolio will tend to empha-size investments in securities issued byU.S. companies, although it mayinvest in foreign securities.

The Fund may, at times, invest inshares of exchange trade funds(“ETFs”) in lieu of making directinvestments in securities. ETFs mayprovide more efficient and economicalexposure to the types of companiesand geographic locations in which theFund seeks to invest than directinvestments.

The Fund may enter into derivativestransactions, such as options, futurescontracts, forwards and swaps. TheFund may use options strategiesinvolving the purchase and/or writingof various combinations of call and/orput options, including on individualsecurities and stock indexes, futurescontracts (including futures contractson individual securities and stockindexes) or shares of ETFs. Thesetransactions may be used, for example,in an effort to earn extra income, toadjust exposure to individual securitiesor markets, or to protect all or a por-tion of the Fund’s portfolio from adecline in value, sometimes withincertain ranges.

Investment ResultsThe table on page 4 shows the Fund’sperformance compared to its bench-mark, the Russell 1000 Growth Index,for the six- and 12-month periodsended January 31, 2013.

The Fund outperformed its benchmarkduring both the six- and 12-monthperiods, before sales charges. For bothperiods, stock selection in thetechnology sector was the largest con-tributor to returns, as the companies inthis sector benefited from better-than-expected earnings results and strong

ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND • 1

business trends. An overweight to theenergy sector also contributed for bothperiods. For the six-month period,stock selection in the financials sectorcontributed as these firms started torespond to economic stimuli. For the12-month period, performance bene-fited from the industrials sector throughexposure to commercial aerospace.

Stock selection in the consumerdiscretionary sector detracted fromreturns for both periods. For the 12-month period, stock selection in theenergy sector detracted on slightlyweaker forecast demand. For bothperiods, an underweight in theindustrial sector detracted.

The Fund did not utilize derivativesduring either the six- or 12-monthperiods.

Market Review and InvestmentStrategyGlobal equities rallied in 2012 as invest-ors gained confidence that challenges

to economic growth and market stabil-ity would be contained. While majorrisks remain, central bank andgovernment policy actions have sig-nificantly reduced the likelihood ofthe most feared worst-case outcomes.As a result, investors may now bemore willing to pay for companieswith superior long-term funda-mentals, rather than just less perceivedrisk. As this shift continues, the LargeCap Growth Investment Team (the“Team”) believes that stock pickingshould thrive for actively managedportfolios in 2013.

The Team has recently increased theFund’s investment in stocks of compa-nies with strong business models asevidenced by high returns and highorganic growth opportunities. Theresult of these shifts is that the Fundhas continued to have higher forecastsfor long-term growth than its bench-mark, while maintaining higher cash-flow returns on investments.

2 • ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND

DISCLOSURES AND RISKS

Benchmark DisclosureThe unmanaged Russell 1000® Growth Index does not reflect fees andexpenses associated with the active management of a mutual fund growth port-folio. The Russell 1000 Growth Index represents the performance of 1,000 large-capcompanies within the U.S. An investor cannot invest directly in an index, and itsresults are not indicative of the performance for any specific investment, including theFund.

A Word About RiskMarket Risk: The value of the Fund’s assets will fluctuate as the stock or bondmarket fluctuates. The value of its investments may decline, sometimes rapidly andunpredictably, simply because of economic changes or other events that affect largeportions of the market. It includes the risk that a particular style of investing, such asgrowth, may underperform the market generally.Focused Portfolio Risk: Investments in a limited number of companies may havemore risk because changes in the value of a single security may have a more sig-nificant effect, either negative or positive, on the Fund’s net asset value (“NAV”).Foreign (Non-U.S.) Risk: Investments in securities of non-U.S. issuers may involvemore risk than those of U.S. issuers. These securities may fluctuate more widely inprice and may be less liquid due to adverse market, economic, political, regulatory orother factors.Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, andleveraged so that small changes may produce disproportionate losses for the Fund,and may be subject to counterparty risk to a greater degree than more traditionalinvestments.Management Risk: The Fund is subject to management risk because it is an activelymanaged investment fund. The Adviser will apply its investment techniques and riskanalyses in making investment decisions for the Fund, but there is no guarantee thatits techniques will produce the intended results.These risks are fully discussed in the Fund’s prospectus.

An Important Note About Historical PerformanceThe investment return and principal value of an investment in the Fund willfluctuate, so that shares, when redeemed, may be worth more or less than theiroriginal cost. Performance shown on the following pages represents past per-formance and does not guarantee future results. Current performance may belower or higher than the performance information shown. You may obtainperformance information current to the most recent month-end by visitingwww.alliancebernstein.com.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, theFund’s quoted performance would be lower. SEC returns reflect the applicablesales charges for each share class: a 4.25% maximum front-end sales charge forClass A shares and a 1% 1-year contingent deferred sales charge for Class Cshares. Returns for the different share classes will vary due to different expensesassociated with each class. Performance assumes reinvestment of distributionsand does not account for taxes.


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HISTORICAL PERFORMANCE

THE FUND VS. ITS BENCHMARKPERIODS ENDED JANUARY 31, 2013

NAV Returns

6 Months 12 Months

AllianceBernstein Large Cap Growth Fund*Class A 11.53% 14.67%

Class B** 11.05% 13.64%

Class C 11.02% 13.74%

Advisor Class† 11.64% 14.93%

Class R† 11.33% 14.34%

Class K† 11.51% 14.65%

Class I† 11.76% 15.16%

Russell 1000 Growth Index 7.75% 13.43%

* Includes the impact of proceeds received and credited to the Fund resulting from classaction settlements, which enhanced the performance of all share classes of the Fund forthe six- and 12-month periods ended January 31, 2013, by 0.01% and 2.50%,respectively.

** Effective January 31, 2009, Class B shares are no longer available for purchase to newinvestors. See Note A for additional information.

† Please note that these share classes are for investors purchasing shares through accountsestablished under certain fee-based programs sponsored and maintained by certainbroker-dealers and financial intermediaries, institutional pension plans and/orinvestment advisory clients of, and certain other persons associated with, the Adviserand its affiliates or the Fund.Please keep in mind that high, double-digit returns are highly unusual andcannot be sustained. Investors should also be aware that these returns wereprimarily achieved during favorable market conditions.

See Disclosures, Risks and Note about Historical Performance on page 3.

(Historical Performance continued on next page)


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HISTORICAL PERFORMANCE(continued from previous page)

AVERAGE ANNUAL RETURNS AS OF JANUARY 31, 2013

NAV Returns SEC Returns

Class A Shares1 Year 14.67% 9.80%5 Years 7.87% 6.93%10 Years 8.62% 8.15%

Class B Shares1 Year 13.64% 9.64%5 Years 6.92% 6.92%10 Years(a) 7.93% 7.93%

Class C Shares1 Year 13.74% 12.74%5 Years 6.98% 6.98%10 Years 7.79% 7.79%

Advisor Class Shares†

1 Year 14.93% 14.93%5 Years 8.10% 8.10%10 Years 8.90% 8.90%

Class R Shares†

1 Year 14.34% 14.34%5 Years 7.66% 7.66%Since Inception* 6.64% 6.64%

Class K Shares†


Class I Shares†


The Fund’s current prospectus fee table shows the Fund’s total annual expense ratiosas 1.37%, 2.18%, 2.11%, 1.07%, 1.56%, 1.25% and 0.87% for Class A, Class B, ClassC, Advisor Class, Class R, Class K and Class I shares, respectively, gross of any feewaivers or expense reimbursements. Contractual fee waivers and/or expensereimbursements limit the Fund’s annual operating expense ratios to 1.25% forClass A shares. These waivers/reimbursements extend through November 1, 2013and may be extended by the Adviser for additional one-year terms. Absentreimbursements or waivers, performance would have been lower. The FinancialHighlights section of this report sets forth expense ratio data for the current report-ing period; the expense ratios shown above may differ from the expense ratios in theFinancial Highlights sections since they are based on different time periods.(a) Assumes conversion of Class B shares into Class A shares after eight years.† These share classes are offered at NAV to eligible investors and their SEC returns are the same as

the NAV returns. Please note that these share classes are for investors purchasing shares throughaccounts established under certain fee-based programs sponsored and maintained by certainbroker-dealers and financial intermediaries, institutional pension plans and/or investmentadvisory clients of, and certain other persons associated with, the Adviser and its affiliates or theFund. The inception dates for Class R, Class K and Class I shares are listed below.

* Inception dates: 11/3/03 for Class R shares; 3/1/05 for Class K and Class I shares.


(Historical Performance continued on next page)


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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, 2012)

SEC Returns

Class A Shares1 Year 13.07%5 Years 3.41%10 Years 7.29%

Class B Shares1 Year 13.00%5 Years 3.40%10 Years(a) 7.07%

Class C Shares1 Year 16.14%5 Years 3.46%10 Years 6.93%

Advisor Class Shares†

1 Year 18.34%5 Years 4.54%10 Years 8.04%

Class R Shares†

1 Year 17.79%5 Years 4.13%Since Inception* 6.13%

Class K Shares†


Class I Shares†


(a) Assumes conversion of Class B shares into Class A shares after eight years.† Please note that these share classes are for investors purchasing shares through accounts

established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advi-sory clients of, and certain other persons associated with, the Adviser and its affiliates or theFunds. The inception date for Class R, Class K and Class I shares is listed below.

* Inception dates: 11/3/03 for Class R shares; 3/1/05 for Class K and Class I shares.



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FUND EXPENSES(unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs,including sales charges (loads) on purchase payments, contingent deferred salescharges on redemptions and (2) ongoing costs, including management fees; dis-tribution (12b-1) fees; and other Fund expenses. This example is intended to helpyou understand your ongoing costs (in dollars) of investing in the Fund and tocompare 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 theperiod and held for the entire period as indicated below.

Actual ExpensesThe table below provides information about actual account values and actualexpenses. You may use the information, together with the amount you invested, toestimate the expenses that you paid over the period. Simply divide your account valueby $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), thenmultiply the result by the number under the heading entitled “Expenses Paid DuringPeriod” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison PurposesThe table below also provides information about hypothetical account values andhypothetical expenses based on the Fund’s actual expense ratio and an assumedannual 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 actualending account balance or expenses you paid for the period. You may use thisinformation to compare the ongoing costs of investing in the Fund and other fundsby comparing this 5% hypothetical example with the 5% hypothetical examples thatappear in the shareholder reports of other funds.Please note that the expenses shown in the table are meant to highlight your ongoingcosts only and do not reflect any transactional costs, such as sales charges (loads), orcontingent deferred sales charges on redemptions. Therefore, the hypothetical exam-ple is useful in comparing ongoing costs only, and will not help you determine therelative total costs of owning different funds. In addition, if these transactional costswere included, your costs would have been higher.

BeginningAccount ValueAugust 1, 2012

EndingAccount Value

January 31, 2013Expenses PaidDuring Period*

AnnualizedExpense Ratio*

Class AActual $ 1,000 $ 1,115.30 $ 6.66 1.25%Hypothetical** $ 1,000 $ 1,018.90 $ 6.36 1.25%Class BActual $ 1,000 $ 1,110.50 $ 11.33 2.13%Hypothetical** $ 1,000 $ 1,014.47 $ 10.82 2.13%Class CActual $ 1,000 $ 1,110.20 $ 11.12 2.09%Hypothetical** $ 1,000 $ 1,014.67 $ 10.61 2.09%Advisor ClassActual $ 1,000 $ 1,116.40 $ 5.65 1.06%Hypothetical** $ 1,000 $ 1,019.86 $ 5.40 1.06%Class RActual $ 1,000 $ 1,113.30 $ 8.31 1.56%Hypothetical** $ 1,000 $ 1,017.34 $ 7.93 1.56%Class KActual $ 1,000 $ 1,115.10 $ 6.66 1.25%Hypothetical** $ 1,000 $ 1,018.90 $ 6.36 1.25%Class IActual $ 1,000 $ 1,117.60 $ 4.75 0.89%Hypothetical** $ 1,000 $ 1,020.72 $ 4.53 0.89%* Expenses are equal to the classes’ annualized expense ratios 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.


FundExpenses

PORTFOLIO SUMMARYJanuary 31, 2013 (unaudited)

PORTFOLIO STATISTICSNet Assets ($mil): $1,725.1

SECTOR BREAKDOWN*27.6% Technology20.0% Consumer Discretionary16.1% Health Care7.6% Energy7.1% Financial Services6.4% Producer Durables4.7% Materials & Processing4.7% Consumer Staples

5.8% Short-Term

TEN LARGEST HOLDINGS**

January 31, 2013 (unaudited)

Company U.S. $ ValuePercent ofNet Assets

Apple, Inc. $ 87,720,025 5.1%Cognizant Technology Solutions Corp. – Class A 65,510,931 3.8Google, Inc. – Class A 59,174,305 3.4Precision Castparts Corp. 58,029,594 3.4Intercontinental Exchange, Inc. 57,381,866 3.3Biogen Idec, Inc. 55,963,732 3.3Philip Morris International, Inc. 53,914,160 3.1Schlumberger Ltd. 47,100,053 2.7Intuitive Surgical, Inc. 42,952,136 2.5eBay, Inc. 42,844,337 2.5

$ 570,591,139 33.1%

* All data are as of January 31, 2013. The Fund’s sector breakdown is expressed as a percentageof total investments (excluding security lending collateral) and may vary over time.

** Long-term investments.Please note: The Fund’s sector breakdown is classified in the above pie chart and through-out this report according to the Russell sector classification scheme. The Russell Sectorscheme was developed by Russell Investments. Russell classifies index members intoindustries that most closely describe the nature of its business and its primary economicorientation. Multiple resources are used to obtain overall information about the company.Additional Russell sector scheme information can be found within Russell Index method-ology documents available on Russell.com. The “Portfolio of Investments” section of thereport reflects more specific industry information and is consistent with the investmentrestrictions discussed in the Fund’s prospectus.


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PORTFOLIO OF INVESTMENTSJanuary 31, 2013 (unaudited)

Company Shares U.S. $ Value

COMMON STOCKS – 93.5%Technology – 27.5%Communications Technology – 2.2%QUALCOMM, Inc....................................... 576,055 $ 38,036,912

Computer Services, Software &Systems – 18.8%

Akamai Technologies, Inc.(a) ......................... 358,813 14,607,277ANSYS, Inc.(a) ........................................... 377,440 27,779,584Citrix Systems, Inc.(a) .................................. 541,990 39,651,988Cognizant Technology Solutions Corp. –

Class A(a) .............................................. 837,951 65,510,931F5 Networks, Inc.(a) .................................... 261,630 27,439,754Facebook, Inc.(a) ........................................ 518,570 16,060,113Google, Inc. – Class A(a) .............................. 78,305 59,174,305Intuit, Inc. ................................................. 223,665 13,952,223LinkedIn Corp.(a) ........................................ 198,250 24,541,368Rackspace Hosting, Inc.(a) ........................... 129,060 9,724,671Red Hat, Inc.(a) .......................................... 285,330 15,852,935TIBCO Software, Inc.(a)(b) .............................. 423,115 9,917,816

324,212,965Computer Technology – 5.7%Apple, Inc................................................. 192,660 87,720,025EMC Corp./MA(a) ....................................... 390,143 9,601,419

97,321,444Semiconductors & Component – 0.8%Broadcom Corp. – Class A .......................... 305,037 9,898,450Mellanox Technologies Ltd.(a)(b) ...................... 73,526 3,913,054

13,811,504473,382,825

Consumer Discretionary – 19.9%Cable Television Services – 1.9%Comcast Corp. – Class A ............................ 849,090 32,333,347

Consumer Services: Misc. – 2.5%eBay, Inc.(a)............................................... 766,035 42,844,337

Cosmetics – 1.3%Estee Lauder Cos., Inc. (The) – Class A .......... 375,860 22,901,150

Diversified Retail – 2.5%Amazon.com, Inc.(a) .................................... 119,110 31,623,705Dollar General Corp.(a) ................................. 260,560 12,043,083

43,666,788Entertainment – 2.4%Walt Disney Co. (The) ................................. 765,050 41,220,894

Leisure Time – 1.7%priceline.com, Inc.(a) .................................... 41,470 28,426,441


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Recreational Vehicles & Boats – 0.8%Harley-Davidson, Inc. ................................. 255,787 $ 13,408,354

Restaurants – 2.7%Chipotle Mexican Grill, Inc. – Class A(a)............ 42,290 12,983,453Starbucks Corp. ........................................ 603,606 33,874,369

46,857,822Specialty Retail – 1.9%O’Reilly Automotive, Inc.(a) ............................ 145,610 13,490,767Ulta Salon Cosmetics & Fragrance, Inc. .......... 201,366 19,697,622

33,188,389Textiles, Apparel & Shoes – 2.2%Coach, Inc. .............................................. 241,180 12,300,180VF Corp. .................................................. 169,910 25,075,318

37,375,498342,223,020

Health Care – 16.0%Biotechnology – 5.4%Biogen Idec, Inc.(a) ..................................... 358,558 55,963,732Celgene Corp.(a) ........................................ 380,900 37,693,864

93,657,596Health Care Management Services – 1.9%UnitedHealth Group, Inc. ............................. 577,232 31,868,979

Health Care Services – 1.2%McKesson Corp. ....................................... 200,140 21,060,732

Medical Equipment – 4.9%IDEXX Laboratories, Inc.(a) ............................ 340,750 32,442,808Illumina, Inc.(a)(b) ......................................... 195,206 9,883,280Intuitive Surgical, Inc.(a) ................................ 74,780 42,952,136

85,278,224Pharmaceuticals – 2.6%Allergan, Inc./United States .......................... 279,118 29,310,181Gilead Sciences, Inc.(a) ................................ 386,440 15,245,058

44,555,239276,420,770

Energy – 7.5%Oil Well Equipment & Services – 4.9%National Oilwell Varco, Inc. ........................... 314,840 23,342,238Oceaneering International, Inc. ...................... 226,210 14,298,734Schlumberger Ltd. ..................................... 603,460 47,100,053

84,741,025Oil: Crude Producers – 2.6%Concho Resources, Inc.(a) ............................ 72,150 6,581,523EOG Resources, Inc. .................................. 120,390 15,046,342Noble Energy, Inc. ..................................... 218,947 23,600,297

45,228,162129,969,187


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Financial Services – 7.0%Asset Management & Custodian – 1.9%Affiliated Managers Group, Inc.(a) ................... 187,170 $ 26,939,378BlackRock, Inc. – Class A............................ 23,334 5,513,358

32,452,736Financial Data & Systems – 1.8%Visa, Inc. – Class A .................................... 195,980 30,947,202

Securities Brokerage & Services – 3.3%IntercontinentalExchange, Inc.(a) .................... 413,563 57,381,866

120,781,804Producer Durables – 6.3%Aerospace – 1.2%Boeing Co. (The) ....................................... 278,060 20,540,292

Diversified ManufacturingOperations – 1.9%

Danaher Corp. .......................................... 547,077 32,786,325Scientific Instruments: Control &

Filter – 1.6%Flowserve Corp. ........................................ 88,616 13,892,330Roper Industries, Inc................................... 114,810 13,484,435

27,376,765

Scientific Instruments: Electrical – 0.9%AMETEK, Inc. ........................................... 379,818 15,568,740

Scientific Instruments: Gauges &Meters – 0.7%

Trimble Navigation Ltd.(a) ............................. 204,230 12,764,375109,036,497

Consumer Staples – 4.7%Foods – 1.6%Hershey Co. (The) ...................................... 345,120 27,419,784

Tobacco – 3.1%Philip Morris International, Inc. ...................... 611,549 53,914,160

81,333,944Materials & Processing – 4.6%Fertilizers – 1.3%Monsanto Co............................................ 216,218 21,913,694

Metal Fabricating – 3.3%Precision Castparts Corp............................. 316,410 58,029,594

79,943,288Total Common Stocks

(cost $1,401,820,591) ............................. 1,613,091,335


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SHORT-TERM INVESTMENTS – 5.7%Investment Companies – 5.7%AllianceBernstein Fixed-Income Shares, Inc. –

Government STIF Portfolio, 0.13%(c)

(Cost $98,720,496)................................. 98,720,496 $ 98,720,496

Total Investments Before Security LendingCollateral for Securities Loaned – 99.2%(cost $1,500,541,087) ............................. 1,711,811,831

INVESTMENTS OF CASH COLLATERALFOR SECURITIES LOANED – 0.8%

Investment Companies – 0.8%AllianceBernstein Exchange Reserves –

Class I, 0.10%(c)

(cost $13,208,022) ................................. 13,208,022 13,208,022

Total Investments – 100.0%(cost $1,513,749,109) ............................. 1,725,019,853

Other assets less liabilities – 0.0% ................. 39,985

Net Assets – 100.0% ............................... $1,725,059,838

(a) Non-income producing security.(b) Represents entire or partial securities out on loan. See Note E for securities lending

information.(c) Investment in affiliated money market mutual fund. The rate shown represents the 7-day

yield as of period end.

See notes to financial statements.


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STATEMENT OF ASSETS & LIABILITIESJanuary 31, 2013 (unaudited)

AssetsInvestments in securities, at value

Unaffiliated issuers (cost $1,401,820,591) ......................... $ 1,613,091,335(a)

Affiliated issuers (cost $111,928,518—including investmentof cash collateral for securities loaned of $13,208,022) ..... 111,928,518

Receivable for investment securities sold ............................. 37,505,018Receivable for capital stock sold ........................................ 1,312,031Interest and dividends receivable........................................ 29,360Total assets ................................................................... 1,763,866,262LiabilitiesPayable for investment securities purchased ......................... 21,226,459Payable for collateral received on securities loaned................. 13,208,022Payable for capital stock redeemed .................................... 2,039,076Advisory fee payable ....................................................... 981,359Transfer Agent fee payable ............................................... 489,557Distribution fee payable .................................................... 480,238Administrative fee payable ................................................ 25,207Accrued expenses .......................................................... 356,506Total liabilities................................................................. 38,806,424Net Assets .................................................................... $ 1,725,059,838Composition of Net AssetsCapital stock, at par ........................................................ $ 57,379Additional paid-in capital .................................................. 1,549,858,413Accumulated net investment loss ....................................... (6,223,882)Accumulated net realized loss on investment

and foreign currency transactions.................................... (29,902,816)Net unrealized appreciation on investments .......................... 211,270,744

$ 1,725,059,838

Net Asset Value Per Share—21 billion shares of capital stock authorized,$.001 par value

Class Net AssetsShares

OutstandingNet Asset

Value

A $ 999,744,329 32,799,440 $ 30.48*B $ 54,373,419 2,106,034 $ 25.82C $ 198,422,175 7,633,503 $ 25.99Advisor $ 380,090,034 11,865,836 $ 32.03R $ 15,612,201 519,329 $ 30.06K $ 44,542,895 1,441,052 $ 30.91I $ 32,274,785 1,014,111 $ 31.83

(a) Includes securities on loan with a value of $13,104,115 (see Note E).

* The maximum offering price per share for Class A shares was $31.83 which reflects a salescharge of 4.25%.



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STATEMENT OF OPERATIONSSix Months Ended January 31, 2013 (unaudited)

Investment IncomeDividends

Unaffiliated issuers.................................... $ 8,882,663Affiliated issuers ....................................... 57,007

Securities lending income.............................. 60,360 $ 9,000,030ExpensesAdvisory fee (see Note B) .............................. 6,379,073Distribution fee—Class A .............................. 1,471,411Distribution fee—Class B .............................. 282,941Distribution fee—Class C .............................. 986,146Distribution fee—Class R .............................. 37,649Distribution fee—Class K .............................. 55,687Transfer agency—Class A ............................. 1,282,614Transfer agency—Class B............................. 92,688Transfer agency—Class C............................. 280,300Transfer agency—Advisor Class ..................... 488,350Transfer agency—Class R............................. 19,188Transfer agency—Class K ............................. 44,549Transfer agency—Class I .............................. 13,815Printing ..................................................... 141,726Custodian.................................................. 113,829Registration fees ......................................... 62,440Directors’ fees ............................................ 28,388Administrative............................................. 27,530Legal ........................................................ 21,572Audit ........................................................ 19,828Miscellaneous............................................. 23,789Total expenses ........................................... 11,873,513Less: expenses waived and reimbursed by the

Adviser (see Note B) ................................. (555,249)Net expenses ............................................. 11,318,264Net investment loss ..................................... (2,318,234)Realized and Unrealized Gain onInvestment TransactionsNet realized gain on investment transactions ..... 40,931,964Net change in unrealized appreciation/

depreciation of investments ........................ 144,508,290Net gain on investment transactions ................ 185,440,254Net Increase in Net Assets from

Operations............................................ $ 183,122,020



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STATEMENT OF CHANGES IN NET ASSETS

Six Months EndedJanuary 31, 2013

(unaudited)

Year EndedJuly 31,

2012

Increase (Decrease) in Net Assetsfrom OperationsNet investment loss .......................... $ (2,318,234) $ (3,852,214)Net realized gain (loss) on investment

and foreign currency transactions ..... 40,931,964 (54,954,197)Net change in unrealized appreciation/

depreciation of investments ............. 144,508,290 125,275,619Net increase in net assets from

operations ................................... 183,122,020 66,469,208Capital Stock TransactionsNet decrease................................... (95,137,616) (192,046,516)Capital ContributionsProceeds from third party regulatory

settlement (see Note F) ................... – 0 – 934,505Total increase (decrease).................... 87,984,404 (124,642,803)Net AssetsBeginning of period........................... 1,637,075,434 1,761,718,237End of period (including accumulated

net investment loss of ($6,223,882)and ($3,905,648), respectively) ......... $ 1,725,059,838 $ 1,637,075,434



Statement

ofChanges

inN

etAssets

NOTES TO FINANCIAL STATEMENTSJanuary 31, 2013 (unaudited)

NOTE ASignificant Accounting PoliciesAllianceBernstein Large Cap Growth Fund, Inc. (the “Fund”), organized as aMaryland corporation on July 9, 1992, is registered under the InvestmentCompany Act of 1940 as a diversified, open-end management investment com-pany. The Fund offers Class A, Class B, Class C, Advisor Class, Class R, Class Kand Class I shares. Class A shares are sold with a front-end sales charge of up to4.25% 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 maybe subject to a contingent deferred sales charge of 1%. Class B shares are cur-rently sold with a contingent deferred sales charge which declines from 4% tozero depending on the period of time the shares are held. Effective January 31,2009, sales of Class B shares of the Fund to new investors were suspended. ClassB shares will only be issued (i) upon the exchange of Class B shares from anotherAllianceBernstein Mutual Fund, (ii) for purposes of dividend reinvestment,(iii) through the Fund’s Automatic Investment Program (the “Program”) foraccounts that established the Program prior to January 31, 2009, and (iv) forpurchases of additional shares by Class B shareholders as of January 31, 2009.The ability to establish a new Program for accounts containing Class B shareswas suspended as of January 31, 2009. Class B shares will automatically convertto 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% onredemptions made within the first year after purchase. Class R and Class K sharesare sold without an initial or contingent deferred sales charge. Advisor Class andClass I shares are sold without an initial or contingent deferred sales charge andare not subject to ongoing distribution expenses. All seven classes of shares haveidentical voting, dividend, liquidation and other rights, except that the classesbear different distribution and transfer agency expenses. Each class has exclusivevoting rights with respect to its distribution plan. The financial statements havebeen prepared in conformity with U.S. generally accepted accounting principles(“U.S. GAAP”) which require management to make certain estimates andassumptions that affect the reported amounts of assets and liabilities in thefinancial statements and amounts of income and expenses during the reportingperiod. Actual results could differ from those estimates. The following is asummary of significant accounting policies followed by the Fund.

1. Security ValuationPortfolio securities are valued at their current market value determined on thebasis of market quotations or, if market quotations are not readily available orare deemed unreliable, at “fair value” as determined in accordance with proce-dures established by and under the general supervision of the Fund’s Board ofDirectors (the “Board”).

In general, the market value of securities which are readily available and deemedreliable are determined as follows: Securities listed on a national securitiesexchange (other than securities listed on the NASDAQ Stock Market, Inc.(“NASDAQ”)) or on a foreign securities exchange are valued at the last saleprice at the close of the exchange or foreign securities exchange. If there hasbeen no sale on such day, the securities are valued at the last traded price fromthe previous day. Securities listed on more than one exchange are valued by


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reference to the principal exchange on which the securities are traded; securitieslisted only on NASDAQ are valued in accordance with the NASDAQ OfficialClosing Price; listed or over the counter (“OTC”) market put or call options arevalued at the mid level between the current bid and ask prices. If either a currentbid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) willhave discretion to determine the best valuation (e.g. last trade price in the case oflisted options); open futures contracts are valued using the closing settlementprice or, in the absence of such a price, the most recent quoted bid price. If thereare no quotations available for the day of valuation, the last available closing set-tlement price is used; U.S. government securities and other debt instrumentshaving 60 days or less remaining until maturity are valued at amortized cost iftheir original maturity was 60 days or less; or by amortizing their fair value as ofthe 61st day prior to maturity if their original term to maturity exceeded 60days; fixed-income securities, including mortgage backed and asset backed secu-rities, may be valued on the basis of prices provided by a pricing service or at aprice obtained from one or more of the major broker/dealers. In cases wherebroker/dealer quotes are obtained, the Adviser may establish procedureswhereby changes in market yields or spreads are used to adjust, on a daily basis, arecently obtained quoted price on a security. Swaps and other derivatives arevalued daily, primarily using independent pricing services, independent pricingmodels using market inputs, as well as third party broker-dealers or counter-parties. Investments in money market funds are valued at their net asset valueeach day.

Securities for which market quotations are not readily available (includingrestricted securities) or are deemed unreliable are valued at fair value. Factorsconsidered in making this determination may include, but are not limited to,information obtained by contacting the issuer, analysts, analysis of the issuer’sfinancial statements or other available documents. In addition, the Fund may usefair value pricing for securities primarily traded in non-U.S. markets because mostforeign markets close well before the Fund values its securities at 4:00 p.m., East-ern Time. The earlier close of these foreign markets gives rise to the possibilitythat significant events, including broad market moves, may have occurred in theinterim and may materially affect the value of those securities. To account forthis, the Fund may frequently value many of its foreign equity securities using fairvalue prices based on third party vendor modeling tools to the extent available.

2. Fair Value MeasurementsIn accordance with U.S. GAAP regarding fair value measurements, fair value isdefined as the price that the Fund would receive to sell an asset or pay to transfera liability in an orderly transaction between market participants at the measure-ment date. U.S. GAAP establishes a framework for measuring fair value, and athree-level hierarchy for fair value measurements based upon the transparency ofinputs to the valuation of an asset (including those valued based on their marketvalues as described in Note 1 above) or liability. Inputs may be observable orunobservable and refer broadly to the assumptions that market participants woulduse in pricing the asset or liability. Observable inputs reflect the assumptionsmarket participants would use in pricing the asset or liability based on marketdata obtained from sources independent of the Fund. Unobservable inputs reflectthe Fund’s own assumptions about the assumptions that market participants


Notes

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would use in pricing the asset or liability based on the best information availablein the circumstances. Each investment is assigned a level based upon the observ-ability of the inputs which are significant to the overall valuation. The three-tierhierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments• Level 2—other significant observable inputs (including quoted prices for

similar investments, interest rates, prepayment speeds, credit risk, etc.)• Level 3—significant unobservable inputs (including the Fund’s own

assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available forcertain equity investments, such investments may be valued based on similarpublicly traded investments, movements in relevant indices since last availableprices or based upon underlying company fundamentals and comparable com-pany data (such as multiples to earnings or other multiples to equity). Where aninvestment is valued using an observable input, by pricing vendors, such asanother publicly traded security, the investment will be classified as Level 2. Ifmanagement determines that an adjustment is appropriate based on restrictionson resale, illiquidity or uncertainty, and such adjustment is a significant compo-nent of the valuation, the investment will be classified as Level 3. An investmentwill also be classified as Level 3 where management uses company fundamentalsand other significant inputs to determine the valuation.

The following table summarizes the valuation of the Fund’s investments by theabove fair value hierarchy levels as of January 31, 2013:

Investments inSecurities: Level 1 Level 2 Level 3 Total

Assets:Common Stocks* ....... $ 1,613,091,335 $ – 0 – $ – 0 – $ 1,613,091,335Short-Term

Investments ........... 98,720,496 – 0 – – 0 – 98,720,496Investments of Cash

Collateral forSecurities Loaned inAffiliated MoneyMarket Fund........... 13,208,022 – 0 – – 0 – 13,208,022

Total Investments inSecurities............... 1,725,019,853 – 0 – – 0 – 1,725,019,853

Other FinancialInstruments** ....... – 0 – – 0 – – 0 – – 0 –

Total^ ..................... $ 1,725,019,853 $ – 0 – $ – 0 – $ 1,725,019,853

* See Portfolio of Investments for sector classifications.** Other financial instruments are derivative instruments, such as futures, forwards and swap

contracts, which are valued at the unrealized appreciation/depreciation on the instrument.^ There were no transfers between Level 1 and Level 2 during the reporting period.

The Fund recognizes all transfers between levels of the fair value hierarchy assumingthe financial instruments were transferred at the beginning of the reporting period.


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The Adviser has established a Valuation Committee (the “Committee”) which isresponsible for overseeing the pricing and valuation of all securities held in theFund. The Committee operates under pricing and valuation policies and proce-dures established by the Adviser and approved by the Board, including pricingpolicies which set forth the mechanisms and processes to be employed on a dailybasis to implement these policies and procedures. In particular, the pricing poli-cies describe how to determine market quotations for securities and otherinstruments. The Committee’s responsibilities include: 1) fair value and liquiditydeterminations (and oversight of any third parties to whom any responsibility forfair value and liquidity determinations is delegated), and 2) regular monitoring ofthe Adviser’s pricing and valuation policies and procedures and modification orenhancement of these policies and procedures (or recommendation of the mod-ification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of thepricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and athird party which performs certain pricing functions in accordance with the pric-ing policies. The Pricing Group is responsible for the oversight of the third partyon a day-to-day basis. The Committee and the Pricing Group perform a series ofactivities to provide reasonable assurance of the accuracy of prices including: 1)periodic vendor due diligence meetings, review of methodologies, newdevelopments and process at vendors, 2) daily compare of security valuationversus prior day for all securities that exceeded established thresholds, and 3)daily review of unpriced, stale, and variance reports with exceptions reviewed bysenior management and the Committee.

In addition, several processes outside of the pricing process are used to monitorvaluation issues including: 1) performance and performance attribution reportsare monitored for anomalous impacts based upon benchmark performance, and2) portfolio managers review all portfolios for performance and analytics (whichare generated using the Adviser’s prices).

3. Currency TranslationAssets and liabilities denominated in foreign currencies and commitments underforward currency exchange contracts are translated into U.S. dollars at the meanof the quoted bid and ask prices of such currencies against the U.S. dollar. Pur-chases and sales of portfolio securities are translated into U.S. dollars at the ratesof exchange prevailing when such securities were acquired or sold. Income andexpenses are translated into U.S. dollars at rates of exchange prevailing whenaccrued.

Net realized gain or loss on foreign currency transactions represents foreignexchange gains and losses from sales and maturities of foreign fixed incomeinvestments, foreign currency exchange contracts, holding of foreign currencies,currency gains or losses realized between the trade and settlement dates on foreign


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investment transactions, and the difference between the amounts of dividends,interest and foreign withholding taxes recorded on the Fund’s books and theU.S. dollar equivalent amounts actually received or paid. Net unrealized cur-rency gains and losses from valuing foreign currency denominated assets andliabilities at period end exchange rates are reflected as a component of netunrealized appreciation or depreciation of foreign currency denominated assetsand liabilities.

4. TaxesIt is the Fund’s policy to meet the requirements of the Internal Revenue Codeapplicable to regulated investment companies and to distribute all of its invest-ment company taxable income and net realized gains, if any, to shareholders.Therefore, no provisions for federal income or excise taxes are required. TheFund may be subject to taxes imposed by countries in which it invests. Such taxesare generally based on income and/or capital gains earned or repatriated. Taxesare accrued and applied to net investment income, net realized gains and netunrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting foruncertainties in income taxes, management has analyzed the Fund’s tax positionstaken or expected to be taken on federal and state income tax returns for allopen tax years (the current and the prior three tax years) and has concluded thatno provision for income tax is required in the Fund’s financial statements.

5. Investment Income and Investment TransactionsDividend income is recorded on the ex-dividend date or as soon as the Fund isinformed of the dividend. Interest income is accrued daily. Investment trans-actions are accounted for on the date the securities are purchased or sold.Investment gains or losses are determined on the identified cost basis. The Fundamortizes premiums and accretes discounts as adjustments to interest income.

6. Class AllocationsAll income earned and expenses incurred by the Fund are borne on a pro-rata basisby each outstanding class of shares, based on the proportionate interest in theFund represented by the net assets of such class, except for class specific expenseswhich are allocated to the respective class. Realized and unrealized gains and lossesare allocated among the various share classes based on respective net assets.

7. Dividends and DistributionsDividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determinedin accordance with federal tax regulations and may differ from those determinedin accordance with U.S. GAAP. To the extent these differences are permanent,such amounts are reclassified within the capital accounts based on their federaltax basis treatment; temporary differences do not require such reclassification.


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NOTE BAdvisory Fee and Other Transactions with AffiliatesUnder the terms of the investment advisory agreement, the Fund pays theAdviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% ofthe next $2.5 billion and .60% in excess of $5 billion, of the Fund’s average dailynet assets. The fee is accrued daily and paid monthly. The Adviser has agreed towaive its fees and bear certain expenses to the extent necessary to limit operatingexpenses of Class A shares on an annual basis to 1.25% of daily average net assetsfor Class A shares (the “Expense Cap”). The Expense Cap extends throughNovember 1, 2013 and then may be extended by the Adviser for additional oneyear terms. For the six months ended January 31, 2013, such reimbursementwaivers amounted to $555,249.

Pursuant to the investment advisory agreement, the Fund may reimburse theAdviser for certain legal and accounting services provided to the Fund by theAdviser. For the six months ended January 31, 2013, the reimbursement forsuch services amounted to $27,530.

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), awholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement forproviding 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 retainedby ABIS amounted to $894,962 for the six months ended January 31, 2013.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiaryof the Adviser, serves as the distributor of the Fund’s shares. The Distributor hasadvised the Fund that it has retained front-end sales charges of $8,658 from thesale of Class A shares and received $5,733, $11,782 and $2,738 in contingentdeferred sales charges imposed upon redemptions by shareholders of Class A, ClassB and Class C shares, respectively, for the six months ended January 31, 2013.

The Fund may invest in the AllianceBernstein Fixed-Income Shares, Inc. –Government STIF Portfolio (“Government STIF Portfolio”), an open-endmanagement investment company managed by the Adviser. The GovernmentSTIF Portfolio is offered as a cash management option to mutual funds andother institutional accounts of the Adviser, and is not available for direct pur-chase by members of the public. The Government STIF Portfolio pays noinvestment management fees but does bear its own expenses. A summary of theFund’s transactions in shares of the Government STIF Portfolio for the sixmonths ended January 31, 2013 is as follows:

Market ValueJuly 31, 2012

(000)

Purchasesat Cost

(000)

SalesProceeds

(000)

Market ValueJanuary 31, 2013

(000)

DividendIncome

(000)

$ 40,888 $ 411,670 $ 353,837 $ 98,721 $ 49


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Brokerage commissions paid on investment transactions for the six monthsended January 31, 2013 amounted to $709,859, of which $0 and $0,respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bern-stein Limited, affiliates of the Adviser.

NOTE CDistribution Services AgreementThe Fund has adopted a Distribution Services Agreement (the “Agreement”)pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under theAgreement, the Fund pays distribution and servicing fees to the Distributor at anannual rate of up to .50% of the Fund’s average daily net assets attributable toClass A and Class R shares, 1% of the Fund’s average daily net assets attributableto both Class B and Class C shares, and .25% of the Fund’s average daily netassets attributable to Class K shares. There are no distribution and servicing feeson the Advisor Class and Class I shares. The fees are accrued daily and paidmonthly. Payments under the Class A plan are currently limited to .30% of theFund’s average daily net assets attributable to Class A shares. The Agreementprovides that the Distributor will use such payments in their entirety for dis-tribution assistance and promotional activities. Since the commencement of theFund’s operations, the Distributor has incurred expenses in excess of the dis-tribution costs reimbursed by the Fund in the amounts of $178,107,410,$17,331,923, $164,513 and $312,937 for Class B, Class C, Class R and Class Kshares, respectively. While such costs may be recovered from the Fund in futureperiods so long as the Agreement is in effect, the rate of the distribution and serv-icing fees payable under the Agreement may not be increased without a share-holder vote. In accordance with the Agreement, there is no provision for recoveryof unreimbursed distribution costs incurred by the Distributor beyond the cur-rent fiscal year for Class A shares. The Agreement also provides that the Advisermay use its own resources to finance the distribution of the Fund’s shares.

NOTE DInvestment TransactionsPurchases and sales of investment securities (excluding short-term investments)for the six months ended January 31, 2013 were as follows:

Purchases Sales

Investment securities (excludingU.S. government securities)..................... $ 592,565,565 $ 727,226,055

U.S. government securities ........................ – 0 – – 0 –

The cost of investments for federal income tax purposes was substantially thesame as the cost for financial reporting purposes. Accordingly, gross unrealizedappreciation and unrealized depreciation are as follows:

Gross unrealized appreciation .............................................. $ 223,955,938Gross unrealized depreciation .............................................. (12,685,194)Net unrealized appreciation.................................................. $ 211,270,744


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1. Derivative Financial InstrumentsThe Fund may use derivatives in an effort to earn income and enhance returns,to replace more traditional direct investments, to obtain exposure to otherwiseinaccessible markets (collectively, “investment purposes”), or to hedge or adjustthe risk profile of its portfolio.

The Fund did not engage in derivatives transactions for the six months endedJanuary 31, 2013.

2. Currency TransactionsThe Fund may invest in non-U.S. Dollar securities on a currency hedged orunhedged basis. The Fund may seek investment opportunities by taking long orshort positions in currencies through the use of currency-related derivatives,including forward currency exchange contracts, futures and options on futures,swaps, and other options. The Fund may enter into transactions for investmentopportunities when it anticipates that a foreign currency will appreciate ordepreciate in value but securities denominated in that currency are not held bythe Fund and do not present attractive investment opportunities. Such trans-actions may also be used when the Adviser believes that it may be more efficientthan a direct investment in a foreign currency-denominated security. The Fundmay also conduct currency exchange contracts on a spot basis (i.e., for cash atthe spot rate prevailing in the currency exchange market for buying or sellingcurrencies).

NOTE ESecurities LendingThe Fund may enter into securities lending transactions. Under the Fund’s secu-rities lending program, all loans of securities will be collateralized continually bycash. The Fund will be compensated for the loan from a portion of the netreturn from the income earned on cash collateral after a rebate is paid to theborrower (in some cases, this rebate may be a “negative rebate” or fee paid bythe borrower to the Fund in connection with the loan), and payments are madefor fees of the securities lending agent and for certain other administrativeexpenses. It is the policy of the Fund to receive collateral consisting of cash in anamount exceeding the value of the securities loaned. The Fund will have theright to call a loan and obtain the securities loaned at any time on notice to theborrower within the normal and customary settlement time for the securities.While the securities are on loan, the borrower is obligated to pay the Fundamounts equal to any income or other distributions from the securities. TheFund will not have the right to vote any securities during the existence of a loan,but will have the right to regain ownership of loaned securities in order toexercise voting or other ownership rights. The lending agent has agreed toindemnify the Fund in the case of default of any securities borrower. Collateralreceived and securities loaned are marked to market daily to ensure that thesecurities loaned are secured by collateral. The lending agent will invest the cash


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collateral received in AllianceBernstein Exchange Reserves, an eligible moneymarket vehicle, in accordance with the investment restrictions of the Fund, andas approved by the Fund’s Board of Directors. The collateral received on secu-rities loaned is recorded as an asset as well as a corresponding liability in thestatement of assets and liabilities. When the Fund lends securities, its investmentperformance will continue to reflect changes in the value of the securities loaned.At January 31, 2013, the Fund had securities on loan with a value of$13,104,115 and had received cash collateral which has been invested intoAllianceBernstein Exchange Reserves of $13,208,022. The cash collateral will beadjusted on the next business day to maintain the required collateral amount.The Fund earned securities lending income of $60,360 and $7,712 from theborrowers and AllianceBernstein Exchange Reserves, respectively, for the sixmonths ended January 31, 2013; these amounts are reflected in the statement ofoperations. A principal risk of lending portfolio securities is that the borrowerwill fail to return the loaned securities upon termination of the loan and that thecollateral will not be sufficient to replace the loaned securities. A summary of theFund’s transactions in shares of AllianceBernstein Exchange Reserves for the sixmonths ended January 31, 2013 is as follows:

Market ValueJuly 31, 2012

(000)

Purchasesat Cost

(000)

SalesProceeds

(000)

Market ValueJanuary 31, 2013

(000)

DividendIncome

(000)

$ 10,265 $ 61,945 $ 59,002 $ 13,208 $ 8

NOTE FCapital StockEach class consists of 3,000,000,000 authorized shares. Transactions in capitalshares for each class were as follows:

Shares AmountSix Months EndedJanuary 31, 2013

(unaudited)

Year EndedJuly 31,

2012


(unaudited)

Year EndedJuly 31,

2012

Class AShares sold 1,112,425 2,693,709 $ 32,366,786 $ 68,275,577Shares converted

from Class B 222,907 680,034 6,490,955 17,721,666Shares redeemed (2,935,002) (7,601,863) (85,273,269) (196,630,311)Net decrease (1,599,670) (4,228,120) $ (46,415,528) $ (110,633,068)

Class BShares sold 60,729 164,967 $ 1,493,928 $ 3,623,077Shares converted

to Class A (262,676) (795,513) (6,490,955) (17,721,666)Shares redeemed (121,539) (519,683) (2,958,546) (11,393,391)Net decrease (323,486) (1,150,229) $ (7,955,573) $ (25,491,980)


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Shares AmountSix Months EndedJanuary 31, 2013

(unaudited)

Year EndedJuly 31,

2012


(unaudited)

Year EndedJuly 31,

2012

Class CShares sold 141,863 337,336 $ 3,538,578 $ 7,558,875Shares redeemed (662,802) (1,497,769) (16,449,457) (33,383,825)Net decrease (520,939) (1,160,433) $ (12,910,879) $ (25,824,950)

Advisor ClassShares sold 1,101,882 3,445,507 $ 33,625,594 $ 92,557,874Shares redeemed (1,841,248) (4,563,399) (56,098,231) (122,282,869)Net decrease (739,366) (1,117,892) $ (22,472,637) $ (29,724,995)

Class RShares sold 117,251 277,483 $ 3,352,236 $ 7,132,541Shares redeemed (96,320) (100,231) (2,746,165) (2,557,311)Net increase 20,931 177,252 $ 606,071 $ 4,575,230

Class KShares sold 145,568 684,482 $ 4,300,708 $ 18,190,524Shares redeemed (237,584) (691,183) (7,035,569) (17,916,897)Net increase

(decrease) (92,016) (6,701) $ (2,734,861) $ 273,627

Class IShares sold 66,789 243,269 $ 2,037,531 $ 6,797,681Shares redeemed (174,299) (441,827) (5,291,740) (12,018,061)Net decrease (107,510) (198,558) $ (3,254,209) $ (5,220,380)

For the year ended July 31, 2012, the Fund received $934,505 related to athird-party’s settlement of regulatory proceedings involving allegations ofimproper trading. This amount is presented in the Fund’s statement of changesin net assets. Neither the Fund nor its affiliates were involved in the proceedingsor the calculation of the payment.

NOTE GRisks Involved in Investing in the FundForeign Securities Risk—Investing in securities of foreign companies or foreigngovernments involves special risks which include changes in foreign currencyexchange rates and the possibility of future political and economic developmentswhich could adversely affect the value of such securities. Moreover, securities ofmany foreign companies or foreign governments and their markets may be lessliquid and their prices more volatile than those of comparable U.S. companies orof the U.S. government.

Focused Portfolio Risk—Investments in a limited number of companies may havemore risk because changes in the value of a single security may have a more sig-nificant effect, either negative or positive, on the Fund’s NAV.


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Derivatives Risk—The Fund may enter into derivative transactions such as for-wards, options, futures and swaps. Derivatives may be illiquid, difficult to price,and leveraged so that small changes may produce disproportionate losses for theFund, and subject to counterparty risk to a greater degree than more traditionalinvestments. Derivatives may result in significant losses, including losses that arefar greater than the value of the derivatives reflected in the statement of assetsand liabilities.

Indemnification Risk—In the ordinary course of business, the Fund enters intocontracts that contain a variety of indemnifications. The Fund’s maximumexposure under these arrangements is unknown. However, the Fund has not hadprior claims or losses pursuant to these indemnification provisions and expectsthe risk of loss thereunder to be remote. Therefore, the Fund has not accruedany liability in connection with these indemnification provisions.

NOTE HJoint Credit FacilityA number of open-end mutual funds managed by the Adviser, including theFund, participate in a $140 million revolving credit facility (the “Facility”)intended to provide short-term financing, if necessary, subject to certainrestrictions in connection with abnormal redemption activity. Commitment feesrelated to the Facility are paid by the participating funds and are included inmiscellaneous expenses in the statement of operations. The Fund did not utilizethe Facility during the six months ended January 31, 2013.

NOTE IComponents of Accumulated Earnings (Deficit)As of July 31, 2012, the components of accumulated earnings/(deficit) on a taxbasis were as follows:

Accumulated capital and other losses ....................................... $ (62,247,783)(a)

Unrealized appreciation/(depreciation) ....................................... 54,269,809(b)

Total accumulated earnings/(deficit) .......................................... $ (7,977,974)

(a) On July 31, 2012, the Fund had a net capital loss carryforward of $57,771,521. AtJuly 31, 2012, the Fund had a qualified late-year ordinary loss deferral of $4,476,262,which is deemed to arise on August 1, 2012.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation)are attributable primarily to the tax deferral of losses on wash sales, return of capital dis-tributions received from underlying securities, and the tax treatment of a partnershipinvestment.

For tax purposes, net capital losses may be carried over to offset future capitalgains, if any. Under the Regulated Investment Company Modernization Act of2010, funds are permitted to carry forward capital losses incurred in taxable yearsbeginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses,


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which are subject to expiration. Post-enactment capital loss carryforwards willretain their character as either short-term or long-term capital losses rather thanbeing considered short-term as under previous regulation.

As of July 31, 2012, the Fund had a net capital loss carryforward of$57,771,521 which will expire as follows:

Short-Term Amount Long-Term Amount Expiration

$ 14,357,861 n/a 201743,413,660 $ – 0 – No expiration

NOTE JRecent Accounting PronouncementIn December 2011, the Financial Accounting Standards Board issued anAccounting Standards Update (“ASU”) related to disclosures about offsettingassets and liabilities in financial statements. The amendments in this updaterequire an entity to disclose both gross and net information for derivatives andother financial instruments that are either offset in the statement of assets andliabilities or subject to an enforceable master netting arrangement or similaragreement. The ASU is effective during interim or annual reporting periodsbeginning on or after January 1, 2013. At this time, management is evaluatingthe implication of this ASU and its impact on the financial statements has notbeen determined.

NOTE KSubsequent EventsManagement has evaluated subsequent events for possible recognition or dis-closure in the financial statements through the date the financial statements areissued. Management has determined that there are no material events that wouldrequire disclosure in the Fund’s financial statements through this date.


Notes

toFinancialStatem

ents

FINANCIAL HIGHLIGHTSSelected Data For A Share Of Capital Stock Outstanding Throughout Each Period

Class ASix Months

EndedJanuary 31,

2013(unaudited)

Year Ended July 31,2012 2011 2010 2009 2008

Net asset value, beginning ofperiod................................. $ 27.33 $ 26.15 $ 21.05 $ 18.93 $ 20.08 $ 21.60

Income From InvestmentOperations

Net investment income (loss)(a) ..... (.03)(b) (.04)(b) .01(b) (.04)(b) (.04) (.13)Net realized and unrealized gain

(loss) on investment and foreigncurrency transactions ............. 3.18 1.22 5.09 2.16 (1.11) (1.39)

Contributions from Adviser .......... – 0 – – 0 – – 0 – – 0 – – 0 – .00(c)

Net increase (decrease) in netasset value from operations...... 3.15 1.18 5.10 2.12 (1.15) (1.52)

Net asset value, end of period ...... $ 30.48 $ 27.33 $ 26.15 $ 21.05 $ 18.93 $ 20.08

Total ReturnTotal investment return based on

net asset value(d)*................... 11.53 % 4.51 %† 24.23 %† 11.20 % (5.73)% (7.04)%Ratios/Supplemental DataNet assets, end of period

(000,000’s omitted) ................ $1,000 $940 $1,010 $1,057 $986 $1,042Ratio to average net assets of:Expenses, net of waivers/

reimbursements .................... 1.25 %(e) 1.25 % 1.25 %(f) 1.36 %(f) 1.53 % 1.48 %(g)

Expenses, before waivers/reimbursements .................... 1.36 %(e) 1.37 % 1.40 %(f) 1.47 %(f) 1.53 % 1.48 %(g)

Net investment income (loss) .... (.19)%(b)(e) (.14)%(b) .05 %(b)(f) (.20)%(b)(f) (.25)% (.59)%Portfolio turnover rate ................ 37 % 95 % 158 % 114 % 108 % 90 %

See footnote summary on page 35.


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Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

Class BSix Months

EndedJanuary 31,

2013(unaudited)

Year Ended July 31,2012 2011 2010 2009 2008

Net asset value, beginning ofperiod .............................. $ 23.25 $ 22.45 $ 18.24 $ 16.55 $ 17.70 $ 19.20


Net investment loss(a) ............... (.13) (.23) (.19) (.21) (.16) (.28)Net realized and unrealized gain

(loss) on investment and foreigncurrency transactions ........... 2.70 1.03 4.40 1.90 (.99) (1.22)

Contributions from Adviser ........ – 0 – – 0 – – 0 – – 0 – – 0 – .00(c)

Net increase (decrease) in netasset value from operations ... 2.57 .80 4.21 1.69 (1.15) (1.50)

Net asset value, end of period .... $ 25.82 $ 23.25 $ 22.45 $ 18.24 $ 16.55 $ 17.70


net asset value(d)* ................ 11.05 % 3.56 %† 23.08 %† 10.21 % (6.50)% (7.81)%Ratios/Supplemental DataNet assets, end of period

(000’s omitted) ................... $54,373 $56,494 $80,373 $100,234 $147,046 $296,367Ratio to average net assets of:

Expenses .......................... 2.13 %(e) 2.18 % 2.18 %(f) 2.27 %(f) 2.39 % 2.29 %(g)

Net investment loss.............. (1.07)%(e) (1.05)% (.88)%(f) (1.10)%(f) (1.11)% (1.43)%Portfolio turnover rate .............. 37 % 95 % 158 % 114 % 108 % 90 %



FinancialHighlights


Class CSix Months

EndedJanuary 31,

2013(unaudited)

Year Ended July 31,2012 2011 2010 2009 2008

Net asset value, beginning ofperiod ............................... $ 23.41 $ 22.58 $ 18.34 $ 16.63 $ 17.78 $ 19.27


Net investment loss(a) ................ (.13) (.22) (.18) (.20) (.15) (.26)Net realized and unrealized gain

(loss) on investment and foreigncurrency transactions ............ 2.71 1.05 4.42 1.91 (1.00) (1.23)

Contributions from Adviser ......... – 0 – – 0 – – 0 – – 0 – – 0 – .00(c)

Net increase (decrease) in netasset value from operations .... 2.58 .83 4.24 1.71 (1.15) (1.49)

Net asset value, end of period..... $ 25.99 $ 23.41 $ 22.58 $ 18.34 $ 16.63 $ 17.78


net asset value(d)* ................. 11.02 % 3.68 %† 23.12 %† 10.28 % (6.47)% (7.73)%Ratios/Supplemental DataNet assets, end of period

(000’s omitted) .................... $198,422 $190,858 $210,361 $199,201 $200,133 $251,327Ratio to average net assets of:

Expenses ........................... 2.09 %(e) 2.11 % 2.13 %(f) 2.21 %(f) 2.30 % 2.22 %(g)

Net investment loss .............. (1.03)%(e) (1.00)% (.83)%(f) (1.05)%(f) (1.01)% (1.34)%Portfolio turnover rate ............... 37 % 95 % 158 % 114 % 108 % 90 %



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Advisor ClassSix Months

EndedJanuary 31,

2013(unaudited)

Year Ended July 31,2012 2011 2010 2009 2008

Net asset value, beginning ofperiod ............................. $ 28.69 $ 27.40 $ 22.03 $ 19.77 $ 20.91 $ 22.43


Net investment income (loss)(a) .. (.00)(c) .01 .05 (.00)(c) .01 (.06)Net realized and unrealized gain

(loss) on investment and foreigncurrency transactions.......... 3.34 1.28 5.32 2.26 (1.15) (1.46)

Contributions from Adviser ...... – 0 – – 0 – – 0 – – 0 – – 0 – .00(c)

Net increase (decrease) in netasset value from operations .. 3.34 1.29 5.37 2.26 (1.14) (1.52)

Net asset value, end of period .. $ 32.03 $ 28.69 $ 27.40 $ 22.03 $ 19.77 $ 20.91


net asset value(d)* ............... 11.64 % 4.71 %† 24.38 %† 11.43 % (5.45)% (6.78)%Ratios/Supplemental DataNet assets, end of period

(000’s omitted) .................. $380,090 $361,700 $376,037 $309,035 $297,490 $234,005Ratio to average net assets of:

Expenses ...................... 1.06 %(e) 1.07 % 1.10 %(f) 1.17 %(f) 1.23 % 1.18 %(g)

Net investment income(loss) ......................... (.01)%(e) .03 % .19 %(f) (.01)%(f) .06 % (.28)%

Portfolio turnover rate ............. 37 % 95 % 158 % 114 % 108 % 90 %



FinancialHighlights


Class RSix Months

EndedJanuary 31,

2013(unaudited)

Year Ended July 31,2012 2011 2010 2009 2008

Net asset value, beginning ofperiod ................................. $ 27.00 $ 25.89 $ 20.91 $ 18.84 $ 19.99 $ 21.50


Net investment loss(a) ................. (.07) (.13) (.07) (.10) (.05) (.12)Net realized and unrealized gain

(loss) on investment and foreigncurrency transactions.............. 3.13 1.24 5.05 2.17 (1.10) (1.39)


Net increase (decrease) in netasset value from operations ...... 3.06 1.11 4.98 2.07 (1.15) (1.51)



net asset value(d)* ................... 11.33 % 4.29 %† 23.82 %† 10.99 % (5.75)% (7.02)%Ratios/Supplemental DataNet assets, end of period

(000’s omitted) ...................... $15,612 $13,455 $8,315 $3,651 $1,804 $1,336Ratio to average net assets of:

Expenses............................. 1.56 %(e) 1.56 % 1.55 %(f) 1.59 %(f) 1.58 % 1.43 %Net investment loss ................ (.50)%(e) (.49)% (.27)%(f) (.44)%(f) (.30)% (.55)%

Portfolio turnover rate ................. 37 % 95 % 158 % 114 % 108 % 90 %



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Class KSix Months

EndedJanuary 31,

2013(unaudited)

Year Ended July 31,2012 2011 2010 2009 2008

Net asset value, beginning ofperiod ................................. $ 27.72 $ 26.50 $ 21.34 $ 19.17 $ 20.28 $ 21.77


Net investment income (loss)(a) ...... (.03) (.04) .01 (.02) .00(c) (.08)Net realized and unrealized gain

(loss) on investment and foreigncurrency transactions.............. 3.22 1.26 5.15 2.19 (1.11) (1.41)


Net increase (decrease) in netasset value from operations ...... 3.19 1.22 5.16 2.17 (1.11) (1.49)



net asset value(d)* ................... 11.51 % 4.60 %† 24.18 %† 11.32 % (5.47)% (6.84)%Ratios/Supplemental DataNet assets, end of period

(000’s omitted) ...................... $44,543 $42,490 $40,805 $41,898 $38,480 $28,191Ratio to average net assets of:

Expenses............................. 1.25 %(e) 1.25 % 1.27 %(f) 1.27 %(f) 1.27 % 1.24 %Net investment income (loss) .... (.19)%(e) (.15)% .03 %(f) (.11)%(f) .02 % (.36)%

Portfolio turnover rate ................. 37 % 95 % 158 % 114 % 108 % 90 %



FinancialHighlights


Class ISix Months

EndedJanuary 31,

2013(unaudited)

Year Ended July 31,2012 2011 2010 2009 2008

Net asset value, beginning ofperiod ............................... $ 28.48 $ 27.15 $ 21.78 $ 19.50 $ 20.56 $ 21.98


Net investment income(a) ........... .03 .06 .09 .05 .06 .01Net realized and unrealized gain

(loss) on investment andforeign currencytransactions ....................... 3.32 1.27 5.28 2.23 (1.12) (1.43)

Contributions from Adviser ........ – 0 – – 0 – – 0 – – 0 – – 0 – .00(c)

Net increase (decrease) in netasset value from operations .... 3.35 1.33 5.37 2.28 (1.06) (1.42)

Net asset value, end of period .... $ 31.83 $ 28.48 $ 27.15 $ 21.78 $ 19.50 $ 20.56


net asset value(d)* ................. 11.76% 4.90%† 24.66%† 11.69% (5.16)% (6.46)%Ratios/Supplemental DataNet assets, end of period

(000’s omitted) .................... $32,275 $31,948 $35,837 $32,862 $36,582 $39,318Ratio to average net assets of:

Expenses........................... .89 %(e) .87 % .94 %(f) .93 %(f) .92 % .85 %Net investment income.......... .17 %(e) .24 % .35 %(f) .24 %(f) .37 % .04 %

Portfolio turnover rate ............... 37 % 95 % 158 % 114 % 108 % 90 %



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(a) Based on average shares outstanding.

(b) Net of fees and expenses waived/reimbursed by the Adviser.

(c) Amount is less than $.005.

(d) Total investment return is calculated assuming an initial investment made at the netasset value at the beginning of the period, reinvestment of all dividends and distributionsat net asset value during the period, and redemption on the last day of the period. Initialsales charges or contingent deferred sales charges are not reflected in the calculation of totalinvestment return. Total return does not reflect the deduction of taxes that a shareholderwould pay on fund distributions or the redemption of fund shares. Total investment returncalculated for a period of less than one year is not annualized.

(e) Annualized.

(f) The ratio includes expenses attributable to costs of proxy solicitation.

(g) Ratios reflect expenses grossed up, where applicable, for expense offset arrangement with theTransfer Agent. For the period shown below, the net expense ratios were as follows:

Year EndedJuly 31, 2008

Class A ....................................................................................... 1.47%Class B ....................................................................................... 2.28%Class C....................................................................................... 2.21%Advisor Class ............................................................................... 1.17%Class R ....................................................................................... – 0 –Class K ....................................................................................... – 0 –Class I ........................................................................................ – 0 –

* Includes the impact of proceeds received and credited to the Fund resulting from classaction settlements, which enhanced the Fund’s performance for the six months ended Jan-uary 31, 2013 and years ended July 31, 2012, July 31, 2011, July 31, 2010, July 31, 2009and July 31, 2008 by 0.01%, 2.81%, 2.98%, 5.15%, 16.15% and 0.53%, respectively.

† Includes the impact of proceeds received and credited to the Fund resulting from thirdparty regulatory settlements, which enhanced the Fund’s performance for the years endedJuly 31, 2012 and July 31, 2011 by 0.05% and 0.06%, respectively.



FinancialHighlights

BOARD OF DIRECTORS

William H. Foulk, Jr.(1), Chairman

John H. Dobkin(1)

Michael J. Downey(1)

D. James Guzy(1)

Nancy P. Jacklin(1)

Robert M. Keith, President and Chief Executive Officer

Garry L. Moody(1)

Marshall C. Turner, Jr.(1)

Earl D. Weiner(1)

OFFICERSPhilip L. Kirstein, Senior Vice President and Independent Compliance OfficerFrank V. Caruso(2), Vice PresidentVincent C. DuPont(2), Vice PresidentJohn H. Fogarty(2), Vice PresidentEmilie D. Wrapp, SecretaryJoseph J. Mantineo, Treasurer and Chief Financial OfficerPhyllis J. Clarke, Controller

Custodian and Accounting AgentState Street Bank and Trust CompanyOne Lincoln StreetBoston, MA 02111

Principal UnderwriterAllianceBernstein Investments, Inc.1345 Avenue of the AmericasNew York, NY 10105

Transfer AgentAllianceBernstein Investor Services, Inc.P.O. Box 786003San Antonio, TX 78278-6003Toll-Free (800) 221-5672

Independent Registered PublicAccounting FirmErnst & Young LLP5 Times SquareNew York, NY 10036

Legal CounselSeward & Kissel LLPOne Battery Park PlazaNew York, NY 10004

(1) Member of the Audit Committee, the Governance and Nominating Committee and theIndependent Directors Committee. Mr. Foulk is the sole member of the Fair Value PricingCommittee.

(2) The day-to-day management of, and investment decisions for, the Fund’s portfolio aremade by the Adviser’s U.S. Large Cap Growth Investment Team. Messrs. Caruso, DuPontand Fogarty are the investment professionals with the most significant responsibility for theday-to-day management of the Fund’s portfolio.


Boa

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ecto

rs

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THEFINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENTADVISORY AGREEMENT1

The following is a summary of the evaluation of the Investment Advisory Agree-ment between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernsteinLarge Cap Growth Fund, Inc. (the “Fund”).2 The evaluation of the InvestmentAdvisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of theFund, for the Directors of the Fund, as required by a September 2004 agree-ment between the Adviser and the New York State Attorney General (the“NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agree-ment is not meant to diminish the responsibility or authority of the Board ofDirectors of the Fund to perform its duties pursuant to Section 15 of theInvestment Company Act of 1940 (the “40 Act”) and applicable state law. Thepurpose of the summary is to provide shareholders with a synopsis of theindependent evaluation of the reasonableness of the advisory fees proposed to bepaid by the Fund which was provided to the Directors in connection with theirreview of the proposed approval of the continuance of the Investment AdvisoryAgreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviserfor like services;

2. Advisory 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; and6. Nature and quality of the Adviser’s services including the performance

of the Fund.

These factors, with the exception of the first factor, are generally referred to asthe “Gartenberg factors,” which were articulated by the United States Court ofAppeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch AssetManagement, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an addi-tional factor required to be considered by the AoD. On March 30, 2010, theSupreme Court held the Gartenberg decision was correct in its basic formulation

1 The information in the fee summary was completed on April 19, 2012 and discussed withthe Board of Directors on May 1-3, 2012.

2 Future references to the Fund do not include “AllianceBernstein.” References in the feesummary pertaining to performance and expense ratio rankings refer to the Class A sharesof the Fund.


of what §36(b) requires: to face liability under §36(b), “an investment advisermust charge a fee that is so disproportionately large that it bears no reasonablerelationship to the services rendered and could not have been the product of arm’slength bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In theJones decision, the Court stated the Gartenberg approach fully incorporates thecorrect understanding of fiduciary duty within the context of section 36(b) andnoted with approval that “Gartenberg insists that all relevant circumstances betaken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”3

FUND ADVISORY FEES, NET ASSETS, & EXPENSE RATIOSThe Adviser proposed that the Fund pay the advisory fee set forth in the tablebelow for receiving the services to be provided pursuant to the Investment Advi-sory Agreement. The fee schedule below, implemented in January 2004 in con-sideration of the Adviser’s settlement with the NYAG in December 2003, isbased on a master schedule that contemplates eight categories of funds withalmost all funds in each category having the same advisory fee schedule.4

CategoryAdvisory Fee Based on % of

Average Daily Net Assets

Net Assets03/31/12

($MIL) Fund

Growth 75 bp on 1st $2.5 billion65 bp on next $2.5 billion60 bp on the balance

$1,794.5 Large Cap Growth,Fund, Inc.

The Adviser is reimbursed as specified in the Investment Advisory Agreement forcertain clerical, legal, accounting, administrative and other services provided to theFund. During the Fund’s most recently completed fiscal year, the Adviser received$61,498 (0.003% of the Fund’s average daily net assets) for such services.

The Adviser has agreed to waive that portion of its management fees and/orreimburse the Fund’s Class A shares for that portion of its total operatingexpenses to the degree necessary to limit the Fund’s Class A shares’ total expenseratio to the amount set forth below for the Fund’s fiscal year. The expenses ofthe other share classes of the Fund are not capped. The waiver is terminable bythe Adviser at the end of the Fund’s fiscal year upon at least 60 days written

3 Jones v. Harris at 1427.4 Most of the AllianceBernstein Mutual Funds, which the Adviser manages, were affected by

the Adviser’s settlement with the NYAG.


notice prior to the termination date of the undertaking. In addition, set forthbelow are the Fund’s annualized gross expense ratios for the most recentlycompleted semi-annual period:5

Fund

Expense Cap Pursuant toExpense Limitation

Undertaking

Gross ExpenseRatio6

(as of 01/31/12)Fiscal

Year End

Large Cap Growth Fund,Inc.

AdvisorClass AClass BClass CClass RClass KClass I

N/A1.25%N/AN/AN/AN/AN/A

1.14%1.44%2.23%2.18%1.57%1.26%0.93%

July 31

I. MANAGEMENT FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTSThe advisory fees charged to investment companies which the Adviser managesand sponsors are normally higher than those charged to similar sized institutionalaccounts, including pension plans and sub-advised investment companies. The feedifferential reflects, among other things, different services provided to such clients,and different liabilities assumed. Services provided by the Adviser to the Fund thatare not provided to non-investment company clients and sub-advised investmentcompanies include providing office space and personnel to serve as Fund Officers,who among other responsibilities make the certifications required under the Sar-banes–Oxley Act of 2002, and coordinating with and monitoring the Fund’s thirdparty service providers such as Fund counsel, auditors, custodians, transfer agentsand pricing services. The accounting, administrative, legal and compliancerequirements for the Fund are more costly than those for institutional assets due tothe greater complexities and time required for investment companies, although aspreviously noted, a the Adviser is reimbursed for providing such services. Also,retail mutual funds managed by the Adviser are widely held. Servicing the Fund’sinvestors is more time consuming and labor intensive compared to institutionalclients since the Adviser needs to communicate with a more extensive network offinancial intermediaries and shareholders. The Adviser also believes that it incurssubstantial entrepreneurial risk when offering a new mutual fund since establishinga new mutual fund requires a large upfront investment and it may take a long timefor the fund to achieve profitability since the fund must be priced to scale frominception in order to be competitive and assets are acquired one account at a time.In addition, managing the cash flow of an investment company may be more diffi-cult than managing that of a stable pool of assets, such as an institutional accountwith little cash movement in either direction, particularly, if a fund is in netredemption and the Adviser is frequently forced to sell securities to raise cash forredemptions. However, managing a fund with positive cash flow may be easier attimes than managing a stable pool of assets. Finally, in recent years, investmentadvisers have been sued by institutional clients and have suffered reputational

5 Semi-annual total expense ratios are unaudited.6 Annualized.


damage both by the attendant publicity and outcomes other than complete victo-ries. Accordingly, the legal and reputational risks associated with institutionalaccounts are greater than previously thought, although still not equal to thoserelated to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is notcomparable to managing other institutional accounts because the services providedare different, the Supreme Court has indicated consideration should be given tothe advisory fees charged to institutional accounts with a similar investment style asthe Fund.7 In addition to the AllianceBernstein Institutional fee schedule, setforth below is what would have been the effective advisory fee of the Fund hadthe AllianceBernstein institutional fee schedule been applicable to the Fundversus the Fund’s advisory fees based on March 31, 2012 net assets:8

Fund

Net Assets3/31/12($MIL)

AllianceBernsteinInstitutional

Fee Schedule

EffectiveAB Inst.Adv. Fee

FundAdvisory

Fee

Large Cap GrowthFund, Inc.

$1,794.5 Large Cap Growth80 bp on 1st $25 million50 bp on next $25 million40 bp on next $50 million30 bp on next $100 million25 bp on the balanceMinimum Account Size: $25m

0.268% 0.750%

The adviser also manages the AllianceBernstein Variable Products Series Fund,Inc. (“AVPS”), which is available through variable annuity and variable life con-tracts offered by other financial institutions and offers policyholders the optionto utilize certain AVPS portfolios as the investment option underlying theirinsurance contracts. Set forth below is the fee schedule of the AVPS portfoliothat has a substantially similar investment style as the Fund.9 Also shown is theFund’s advisory fee and what would have been the effective advisory fee of theFund had the AVPS fee schedule been applicable to the Fund:

FundAVPS

Portfolio Fee Schedule

EffectiveAVPS

Adv. Fee

FundAdvisory

Fee

Large CapGrowthFund, Inc.

Large CapGrowthPortfolio

0.75% on first $2.5 billion0.65% on next $2.5 billion0.60% on the balance

0.750% 0.750%

7 The Supreme Court stated that “courts may give such comparisons the weight that they meritin light of the similarities and differences between the services that the clients in questionrequire, but the courts must be wary of inapt comparisons.” Among the significant differencesthe Supreme Court noted that may exist between services provided to mutual funds andinstitutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

8 The Adviser has indicated that with respect to institutional accounts with assets greaterthan $300 million, it will negotiate a fee schedule. Discounts that are negotiated varybased upon each client relationship.

9 The AVPS portfolio was also affected by the settlement between the Adviser and the NYAG. Asa result, the Fund has the same breakpoints in its advisory fee schedule as the AVPS portfolio.


The Adviser also manages and sponsors retail mutual funds, which are organizedin jurisdictions outside the United States, generally Luxembourg and Japan, andsold to non-United States resident investors. The Adviser charges the fees setforth below for American Growth Portfolio, which is a Luxembourg fund thathas a somewhat similar investment style as the Fund:

Fund Fee10

American Growth PortfolioClass A 1.50%Class I (Institutional) 0.70%

The Adviser provides sub-advisory services to certain other investment compa-nies managed by other fund families. The Adviser charges the fee set forth belowfor the sub-advisory relationship that has a somewhat similar investment style asthe Fund. Also shown is the Fund’s advisory fee and what would have been theeffective advisory fee of the Fund had the fee schedule of the sub-advisory rela-tionship been applicable to the Fund based on March 31, 2012 net assets:

Fund Fee Schedule

EffectiveSub-Adv.

Fee

FundAdvisory

Fee

Large Cap GrowthFund, Inc.

Client #1 0.35% on first $50 million0.30% on next $100 million0.25% on the balance

0.256% 0.750%

It is fair to note that the services the Adviser provides pursuant to sub-advisoryagreements are generally confined to the services related to the investment proc-ess; in other words, they are not as comprehensive as the services provided to theFunds by the Adviser.

While it appears that the sub-advisory relationship is paying a lower fee than theFund, it is difficult to evaluate the relevance of such lower fee due to differencesin terms of the services provided, risks involved and other competitive factorsbetween the Fund and sub-advisory relationship. There could be various busi-ness reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than aninvestment company it is sponsoring where the investment adviser is providingall the services, not just investment management, generally required by a regis-tered investment company.

10 Class A shares of the funds are charged an “all-in” fee, which includes investment advisoryservices and distribution related services, unlike Class I shares, whose fee is for investmentadvisory services only.


II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUNDCOMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with theAdviser, compared the fees charged to the Portfolio with fees charged to otherinvestment companies for similar services offered by other investment advisers.11

Lipper’s analysis included the comparison of the Portfolio’s contractualmanagement fee, estimated at the approximate current asset level of the Portfo-lio, to the median of the Portfolio’s Lipper Expense Group (“EG”)12 and thePortfolio’s contractual management fee ranking.13

Lipper describes an EG as a representative sample of comparable funds. Lipper’sstandard methodology for screening funds to be included in an EG entails theconsideration of several fund criteria, including fund type, investment classi-fication/objective, load type and similar 12b-1/non-12b-1 service fees, asset(size) comparability, expense components and attributes. An EG will typicallyconsist of seven to twenty funds.

Fund

ContractualManagement

Fee (%)14

Lipper Exp.Group

Median (%) Rank

Large Cap Growth Fund, Inc. 0.750 0.663 13/17

Lipper also compared the Fund’s most recently completed fiscal year totalexpense ratio in comparison to the Fund’s EG and Lipper Expense Universe(“EU”).15 The EU is a broader group compared to the EG, consisting of allfunds that have the same investment classification/objective and load type as thesubject Fund.

11 The Supreme Court cautioned against accepting mutual fund fee comparisons withoutcareful scrutiny since “these comparisons are problematic because these fees, like those chal-lenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harrisat 1429.

12 Lipper does not consider average account size when constructing EGs. Funds with rela-tively small average account sizes tend to have higher transfer agent expense ratio thancomparable sized funds that have relatively large average account sizes. Note that thereare limitations on Lipper expense category data because different funds categorize expensesdifferently.

13 The contractual management fee is calculated by Lipper using the Fund’s contractualmanagement fee rate at a hypothetical asset level. The hypothetical asset level is based on thecombined net assets of all classes of the Fund, rounded up to the next $25 million. Lipper’stotal expense ratio information is based on the most recent annual report except as other-wise noted. A ranking of “1” would mean that the Fund had the lowest effective fee rate inthe Lipper peer group.

14 The contractual management fee does not reflect any expense reimbursements made by theFund to the Adviser for certain clerical, legal, accounting, administrative and other serv-ices. In addition, the contractual management fee does not reflect any expense reimburse-ments made by the Adviser to the Fund for the expense cap.

15 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EGwhen selecting an EU. Unlike the EG, the EU allows for the same adviser to be representedby more than just one fund.


FundExpense

Ratio (%)16

Lipper Exp.Group

Median (%)

LipperGroupRank

Lipper Exp.Universe

Median (%)

LipperUniverse

Rank

Large Cap Growth Fund, Inc. 1.249 1.200 14/17 1.237 57/107

Based on this analysis, the Fund has a more favorable ranking on a managementfee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYINGSERVICES PURSUANT TO THE MANAGEMENT FEE ARRANGEMENT,EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operateindependently but are aligned with each other, to estimate the Adviser’s profit-ability in connection with investment advisory services provided to the Fund.The Senior Officer has retained a consultant to provide independent adviceregarding the alignment of the two profitability systems as well as the method-ologies and allocations utilized by both profitability systems. See Section IV foradditional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FORSUPPLYING SUCH SERVICES.

The Fund’s profitability information, prepared by the Adviser for the Board ofDirectors, was reviewed by the Senior Officer and the consultant. The Adviser’sprofitability from providing investment advisory services to the Fund increasedduring calendar year 2011, relative to 2010.

In addition to the Adviser’s direct profits from managing the Fund, certain ofthe Adviser’s affiliates have business relationships with the Fund and may earn aprofit from providing other services to the Fund. The courts have referred to thistype of business opportunity as “fall-out benefits” to the Adviser and indicatedthat such benefits should be factored into the evaluation of the total relationshipbetween the Fund and the Adviser. Neither case law nor common business prac-tice precludes the Adviser’s affiliates from earning a reasonable profit on this typeof relationship provided the affiliates’ charges and services are competitive andthe relationship otherwise complies with the 40 Act restrictions. These affiliatesprovide transfer agent, distribution and brokerage related services to the Fundand receive transfer agent fees, Rule 12b-1 payments, front-end sales loads, con-tingent deferred sales charges (“CDSC”) and brokerage commissions. In addi-tion, the Adviser benefits from soft dollar arrangements which offset expensesthe Adviser would otherwise incur.

AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is theFund’s principal underwriter. ABI and the Adviser have disclosed in the Fund’sprospectus that they may make revenue sharing payments from their own

16 Most recently completed fiscal year end Class A total expense ratio.


resources, in addition to resources derived from sales loads and Rule 12b-1 fees,to firms that sell shares of the Fund. In 2011, ABI paid approximately 0.04% ofthe average monthly assets of the AllianceBernstein Mutual Funds or approx-imately $17.0 million for distribution services and educational support (revenuesharing payments).

During the Fund’s most recently completed fiscal year, ABI received from theFund $14,246, $6,393,831 and $98,133 in front-end sales charges, Rule 12b-1and CDSC fees, respectively.

Fees and reimbursements for out of pocket expenses charged byAllianceBernstein Investor Services, Inc. (“ABIS”), the affiliated transfer agentfor the Fund, are charged on a per account basis, based on the level of serviceprovided and the class of share held by the account. ABIS also receives a fee pershareholder sub-account for each account maintained by an intermediary on anomnibus basis. During the Fund’s most recently completed fiscal year, ABISreceived $2,495,655 in fees from the Fund.17

The Fund effected brokerage transactions through the Adviser’s affiliate, SanfordC. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C.Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissionsduring the Fund’s most recently completed fiscal year. The Adviser representedthat SCB’s profitability from business conducted with the Fund is comparable tothe profitability of SCB’s dealings with other similar third party clients. In theordinary course of business, SCB receives and pays liquidity rebates from elec-tronic communications networks (“ECNs”) derived from trading for its clients,including the Fund. These credits and charges are not being passed onto anySCB client. The Adviser also receives certain soft dollar benefits from brokersthat execute agency trades for the Fund and other clients. These soft dollarbenefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALEThe Adviser has indicated that economies of scale are being shared with share-holders through fee structures,18 subsidies and enhancement to services. Basedon some of the professional literature that has considered economies of scale inthe mutual fund industry, it is thought that to the extent economies of scale

17 The fees disclosed are net of any expense offsets with ABIS. An expense offset is created bythe interest earned on the positive cash balance that occurs within the transfer agentaccount as there is a one day lag with regards to money movement from the shareholder’saccount to the transfer agent’s account and then the transfer agent’s account to the Fund’saccount. Due to lower average balances and interest rates during the Fund’s most recentlycompleted fiscal year, monthly fees exceeded interest credits, resulting in zero expense offsetsfor the period.

18 Fee structures include fee reductions, pricing at scale and breakpoints in advisory feeschedules.


exist, they may more often exist across a fund family as opposed to a specificfund. This is because the costs incurred by the Adviser, such as investmentresearch or technology for trading or compliance systems can be spread across agreater asset base as the fund family increases in size. It is also possible that as thelevel of services required to operate a successful investment company hasincreased over time, and advisory firms make such investments in their businessto provide services, there may be a sharing of economies of scale without areduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Boardof Directors information on the Adviser’s firm-wide average costs from 2005through 2011 and potential economies of scale. The independent consultantnoted that from 2005 through 2007 the Adviser experienced significant growthin assets under management (“AUM”). During this period, operating expensesincreased, in part to keep up with growth, and in part reflecting marketreturns. However, from 2008 through the first quarter of 2009, AUM rapidlyand significantly decreased. Some operating expenses, including base compensa-tion and office space, adjusted more slowly during this period, resulting in anincrease in average costs. Since 2009, AUM has moved within a range of $400to $500 million ending 2011 with an average of $411 million in the fourthquarter. The independent consultant noted that changes in operating expensesreflect changes in business composition and business practices in response tochanges in financial markets. Finally, the independent consultant concluded thatthe increase in average cost and the decline in net operating margin across thecompany since 2008 are inconsistent with the view that there are currently“economies of scale” to be shared with clients through lower fees.

In February 2008, the independent consultant provided the Board of Directors anupdate of the Deli19 study on advisory fees and various fund characteristics.20 The

19 The Deli study, originally published in 2002 based on 1997 data and updated for theFebruary 2008 Presentation, may be of diminished value due to the age of the data used inthe presentation and the changes experienced in the industry over the last four years.

20 As mentioned previously, the Supreme Court cautioned against accepting mutual fund feecomparisons without careful scrutiny since the fees may not be the product of negotiationsconducted at arm’s length. See Jones V. Harris at 1429.


independent consultant first reiterated the results of his previous two dimen-sional comparison analysis (fund size and family size) with the Board of Direc-tors.21 The independent consultant then discussed the results of the regressionmodel that was utilized to study the effects of various factors on advisory fees.The regression model output indicated that the bulk of the variation in feespredicted were explained by various factors, but substantially by fund AUM,family AUM, index fund indicator and investment style. The independent con-sultant also compared the advisory fees of the AllianceBernstein Mutual Funds tosimilar funds managed by 19 other large asset managers, regardless of the fundsize and each Adviser’s proportion of mutual fund assets to non-mutual fundassets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDINGTHE PERFORMANCE OF THE FUND

With assets under management of approximately $419 billion as of March 31,2012, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Fund.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performancereturns and rankings of the Fund22 relative to its Lipper Performance Group(“PG”) and Lipper Performance Universe (“PU”)23 for the periods endedFebruary 29, 2012.24

Fund PG Median PU Median PG Rank PU Rank

Large Cap GrowthFund, Inc.1 year 1.80 3.62 4.26 15/17 104/1273 year 24.90 24.89 24.82 8/16 53/1155 year 6.28 3.28 3.28 2/15 6/9910 year 4.27 4.18 3.63 7/14 29/73

21 The two dimensional analysis showed patterns of lower advisory fees for funds with largerasset sizes and funds from larger family sizes compared to funds with smaller asset sizesand funds from smaller family sizes, which according to the independent consultant isindicative of a sharing of economies of scale and scope. However, in less liquid and activemarkets, such is not the case, as the empirical analysis showed potential for diseconomies ofscale in those markets. The empirical analysis also showed diminishing economies of scaleand scope as funds surpassed a certain high level of assets.

22 The performance rankings are for the Class A shares of the Fund. The Fund’s performancereturns shown were provided by Lipper.

23 The Fund’s PG is identical to the Fund’s EG. The Fund’s PU is not identical to the Fund’sEU as the criteria for including/excluding a fund from a PU is somewhat different fromthat of an EU.

24 Lipper investment classification/objective dictates the PG and PU throughout the life ofthe fund even if a fund had a different investment classification/objective at a differentpoint in time.


Set forth below are the 1, 3, 5, 10 year and since inception performance returnsof the Fund (in bold)25 versus its benchmark.26 Fund and benchmark volatilityand reward-to-variability ratio (“Sharpe Ratio”) information is also shown.27

Periods Ending February 29, 2012Annualized Performance

1Year(%)

3Year(%)

5Year(%)

10Year(%)

SinceInception

(%)

Annualized RiskPeriod(Year)

Volatility(%)

Sharpe(%)

Large CapGrowth Fund, Inc. 1.80 24.9 6.28 4.27 7.90 18.23 0.21 10Russell 1000Growth Index 7.62 27.51 4.54 4.30 7.49 16.34 0.22 10Inception Date: September 28, 1992

CONCLUSION:Based on the factors discussed above the Senior Officer’s conclusion is that theproposed advisory fee for the Fund is reasonable and within the range of whatwould have been negotiated at arm’s-length in light of all the surrounding cir-cumstances. Thisconclusion in respect of the Fund is based on an evaluation of all of these factorsand no single factor was dispositive.

Dated: May 25, 2012

25 The performance returns and risk measures shown in the table are for the Class A shares ofthe Fund.

26 The Adviser provided Fund and benchmark performance return information for periodsthrough February 29, 2012.

27 Fund and benchmark volatility and Sharpe Ratio information was obtained throughLipper LANA, a database maintained by Lipper. Volatility is a statistical measure of thetendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjustedmeasure of return that divides a fund’s return in excess of the riskless return by the fund’sstandard deviation. A fund with a greater volatility would be viewed as more risky than afund with equivalent performance but lower volatility; for that reason, a greater returnwould be demanded for the more risky fund. A fund with a higher Sharpe Ratio would beviewed as better performing than a fund with a lower Sharpe Ratio.


THIS PAGE IS NOT PART OF THE SHAREHOLDER REPORT OR THEFINANCIAL STATEMENTS

ALLIANCEBERNSTEIN FAMILY OF FUNDSWealth StrategiesBalanced Wealth StrategyConservative Wealth StrategyWealth Appreciation StrategyTax-Managed Balanced Wealth StrategyTax-Managed Conservative Wealth StrategyTax-Managed Wealth Appreciation Strategy

Asset Allocation/Multi-Asset FundsEmerging Markets Multi-Asset PortfolioInternational PortfolioTax-Managed International Portfolio

Growth FundsDomesticDiscovery Growth Fund**Growth FundLarge Cap Growth FundSelect US Equity PortfolioSmall Cap Growth PortfolioU.S. Strategic Research PortfolioGlobal & InternationalGlobal Thematic Growth FundInternational Discovery Equity PortfolioInternational Focus 40 PortfolioInternational Growth Fund

Value FundsDomesticCore Opportunities FundDiscovery Value Fund**Equity Income FundGrowth & Income FundValue FundGlobal & InternationalEmerging Markets Equity PortfolioGlobal Real Estate Investment FundGlobal Value FundInternational Value Fund

Taxable Bond FundsBond Inflation StrategyGlobal Bond FundHigh Income FundIntermediate Bond PortfolioLimited Duration High Income PortfolioShort Duration Portfolio

Municipal Bond FundsArizona PortfolioCalifornia PortfolioHigh Income PortfolioMassachusetts PortfolioMichigan PortfolioMinnesota PortfolioMunicipal Bond

Inflation Strategy

National PortfolioNew Jersey PortfolioNew York PortfolioOhio PortfolioPennsylvania PortfolioVirginia Portfolio

Intermediate Municipal Bond FundsIntermediate California PortfolioIntermediate Diversified PortfolioIntermediate New York Portfolio

Closed-End FundsAlliance California Municipal Income FundAlliance New York Municipal Income FundAllianceBernstein Global High Income FundAllianceBernstein Income FundAllianceBernstein National Municipal Income

Fund

AlternativesDynamic All Market FundGlobal Risk Allocation Fund**Market Neutral Strategy-GlobalMarket Neutral Strategy-U.S.Real Asset StrategySelect US Long/Short PortfolioUnconstrained Bond Fund

Retirement Strategies2000 Retirement Strategy 2020 Retirement Strategy 2040 Retirement Strategy2005 Retirement Strategy 2025 Retirement Strategy 2045 Retirement Strategy2010 Retirement Strategy 2030 Retirement Strategy 2050 Retirement Strategy2015 Retirement Strategy 2035 Retirement Strategy 2055 Retirement Strategy

We also offer Exchange Reserves,* which serves as the money market fund exchange vehicle for theAllianceBernstein mutual funds.Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully beforeinvesting. For copies of our prospectus or summary prospectus, which contain this and other information, visitus online at www.alliancebernstein.com or contact your AllianceBernstein investments representative. Pleaseread the prospectus and/or summary prospectus carefully before investing.* An investment in Exchange Reserves 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 invest-ment at $1.00 per share, it is possible to lose money by investing in the Fund.

**Prior to October 8, 2012, Global Risk Allocation Fund was named Balanced Shares. Prior to November 1,2012, Discovery Growth Fund was named Small/Mid Cap Growth Fund and Discovery Value Fund wasnamed Small/Mid Cap Value Fund.


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AllianceBernstein Large Cap Growth Fund

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