As filed with the Securities and Exchange
Commission on September 25, 2007
Registration No. 333-145821
Investment Company Act Registration No. 811-6730
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [__]
Post-Effective Amendment No. 1
AllianceBernstein Large Cap Growth Fund, Inc.
(Exact Name of Registrant as Specified in Charter)
1345 Avenue of the Americas, New York, New York 10105
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code:
(800) 221-5672
EMILIE D. WRAPP
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105
(Name and address of agent for service)
Copies of Communications to:
Kathleen K. Clarke
Seward & Kissel LLP
1200 G Street, N.W.
Washington, D.C. 20005
The Joint Proxy Statement/Prospectus and the Statement of Additional
Information in the form filed on September 19, 2006 pursuant to Rule 497 of the
General Rules and Regulations under the Securities Act of 1933, as amended, are
incorporated herein by reference.
This amendment is being filed for the sole purpose of filing, as Exhibit 12
to this Registration Statement, the tax opinion of Seward & Kissel LLP, tax
counsel for the Registrant.
PART C
OTHER INFORMATION
ITEM 15. Indemnification
It is the Registrant's policy to indemnify its directors and officers,
employees and other agents to the maximum extent permitted by Section 2-418 of
the General Corporation Law of the State of Maryland and as set forth in Article
EIGHTH of Registrant's Articles of Incorporation, filed as Exhibit (a), Article
VII and Article VIII of the Registrant's By-Laws filed as Exhibit (b) and
Section 10 of the Distribution Services Agreement filed as Exhibit (e)(1) all
filed in response to Item 23 of the Registrant's Registration Statement filed on
Form N-1A (File Nos. 33-49530 and 811-6730), and all as set forth below. The
liability of the Registrant's directors and officers is dealt with in Article
EIGHTH of Registrant's Articles of Incorporation, and Article VII, Section 7 and
Article VIII, Section 1 through Section 6 of the Registrant's By-Laws, as set
forth below. The Adviser's liability for any loss suffered by the Registrant or
its shareholders is set forth in Section 4 of the Advisory Agreement filed as
Exhibit (d) in response to Item 23 of the Registrant's Registration Statement
filed on Form N-1A (File Nos. 33-49530 and 811-6730), as set forth below.
Section 2-418 of the Maryland General Corporation Law reads as follows:
"2-418 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.--
(a) In this section the following words have the meaning indicated.
(1) "Director" means any person who is or was a director of a
corporation and any person who, while a director of a
corporation, is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint
venture, trust, other enterprise, or employee benefit plan.
(2) "Corporation" includes any domestic or foreign predecessor entity
of a corporation in a merger, consolidation, or other transaction
in which the predecessor's existence ceased upon consummation of
the transaction.
(3) "Expenses" include attorney's fees.
(4) "Official capacity" means the following:
(i) When used with respect to a director, the office of director
in the corporation; and
(ii) When used with respect to a person other than a director as
contemplated in subsection (j), the elective or appointive
office in the corporation held by the officer, or the
employment or agency relationship undertaken by the employee
or agent in behalf of the corporation.
(iii) "Official capacity" does not include service for any other
foreign or domestic corporation or any partnership, joint
venture, trust, other enterprise, or employee benefit plan.
(5) "Party" includes a person who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.
(6) "Proceeding" means any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, or
investigative.
(b) (1) A corporation may indemnify any director made a party to any
proceeding by reason of service in that capacity unless it is
established that:
(i) The act or omission of the director was material to the
matter giving rise to the proceeding; and
1. Was committed in bad faith; or
2. Was the result of active and deliberate dishonesty; or
(ii) The director actually received an improper personal benefit
in money, property, or services; or
(iii) In the case of any criminal proceeding, the director had
reasonable cause to believe that the act or omission was
unlawful.
(2) (i) Indemnification may be against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred by
the director in connection with the proceeding.
(ii) However, if the proceeding was one by or in the right of the
corporation, indemnification may not be made in respect of
any proceeding in which the director shall have been
adjudged to be liable to the corporation.
(3) (i) The termination of any proceeding by judgment, order or
settlement does not create a presumption that the director
did not meet the requisite standard of conduct set forth in
this subsection.
(ii) The termination of any proceeding by conviction, or a plea
of nolo contendere or its equivalent, or an entry of an
order of probation prior to judgment, creates a rebuttable
presumption that the director did not meet that standard of
conduct.
(4) A corporation may not indemnify a director or advance expenses
under this section for a proceeding brought by that director
against the corporation, except:
(i) For a proceeding brought to enforce indemnification under
this section; or
(ii) If the charter or bylaws of the corporation, a resolution of
the board of directors of the corporation, or an agreement
approved by the board of directors of the corporation to
which the corporation is a party expressly provide
otherwise.
(c) A director may not be indemnified under subsection (b) of this section
in respect of any proceeding charging improper personal benefit to the
director, whether or not involving action in the director's official
capacity, in which the director was adjudged to be liable on the basis
that personal benefit was improperly received.
(d) Unless limited by the charter:
(1) A director who has been successful, on the merits or otherwise,
in the defense of any proceeding referred to in subsection (b) of
this section shall be indemnified against reasonable expenses
incurred by the director in connection with the proceeding.
(2) A court of appropriate jurisdiction upon application of a
director and such notice as the court shall require, may order
indemnification in the following circumstances:
(i) If it determines a director is entitled to reimbursement
under paragraph (1) of this subsection, the court shall
order indemnification, in which case the director shall be
entitled to recover the expenses of securing such
reimbursement; or
(ii) If it determines that the director is fairly and reasonably
entitled to indemnification in view of all the relevant
circumstances, whether or not the director has met the
standards of conduct set forth in subsection (b) of this
section or has been adjudged liable under the circumstances
described in subsection (c) of this section, the court may
order such indemnification as the court shall deem proper.
However, indemnification with respect to any proceeding by
or in the right of the corporation or in which liability
shall have been adjudged in the circumstances described in
subsection (c) shall be limited to expenses.
(3) A court of appropriate jurisdiction may be the same court in
which the proceeding involving the director's liability took
place.
(e) (1) Indemnification under subsection (b) of this section may not be
made by the corporation unless authorized for a specific
proceeding after a determination has been made that
indemnification of the director is permissible in the
circumstances because the director has met the standard of
conduct set forth in subsection (b) of this section.
(2) Such determination shall be made:
(i) By the board of directors by a majority vote of a quorum
consisting of directors not, at the time, parties to the
proceeding, or, if such a quorum cannot be obtained, then by
a majority vote of a committee of the board consisting
solely of two or more directors not, at the time, parties to
such proceeding and who were duly designated to act in the
matter by a majority vote of the full board in which the
designated directors who are parties may participate;
(ii) By special legal counsel selected by the board of directors
or a committee of the board by vote as set forth in
subparagraph (i) of this paragraph, or, if the requisite
quorum of the full board cannot be obtained therefor and the
committee cannot be established, by a majority vote of the
full board in which directors who are parties may
participate; or
(iii) By the stockholders.
(3) Authorization of indemnification and determination as to
reasonableness of expenses shall be made in the same manner as
the determination that indemnification is permissible. However,
if the determination that indemnification is permissible is made
by special legal counsel, authorization of indemnification and
determination as to reasonableness of expenses shall be made in
the manner specified in subparagraph (ii) of paragraph (2) of
this subsection for selection of such counsel.
(4) Shares held by directors who are parties to the proceeding may
not be voted on the subject matter under this subsection.
(f) (1) Reasonable expenses incurred by a director who is a party to a
proceeding may be paid or reimbursed by the corporation in
advance of the final disposition of the proceeding, upon receipt
by the corporation of:
(i) A written affirmation by the director of the director's good
faith belief that the standard of conduct necessary for
indemnification by the corporation as authorized in this
section has been met; and
(ii) A written undertaking by or on behalf of the director to
repay the amount if it shall ultimately be determined that
the standard of conduct has not been met.
(2) The undertaking required by subparagraph (ii) of paragraph (1) of
this subsection shall be an unlimited general obligation of the
director but need not be secured and may be accepted without
reference to financial ability to make the repayment.
(3) Payments under this subsection shall be made as provided by the
charter, bylaws, or contract or as specified in subsection (e) of
this section.
(g) The indemnification and advancement of expenses provided or authorized
by this section may not be deemed exclusive of any other rights, by
indemnification or otherwise, to which a director may be entitled
under the charter, the bylaws, a resolution of stockholders or
directors, an agreement or otherwise, both as to action in an official
capacity and as to action in another capacity while holding such
office.
(h) This section does not limit the corporation's power to pay or
reimburse expenses incurred by a director in connection with an
appearance as a witness in a proceeding at a time when the director
has not been made a named defendant or respondent in the proceeding.
(i) For purposes of this section:
(1) The corporation shall be deemed to have requested a director to
serve an employee benefit plan where the performance of the
director's duties to the corporation also imposes duties on, or
otherwise involves services by, the director to the plan or
participants or beneficiaries of the plan:
(2) Excise taxes assessed on a director with respect to an employee
benefit plan pursuant to applicable law shall be deemed fines;
and
(3) Action taken or omitted by the director with respect to an
employee benefit plan in the performance of the director's duties
for a purpose reasonably believed by the director to be in the
interest of the participants and beneficiaries of the plan shall
be deemed to be for a purpose which is not opposed to the best
interests of the corporation.
(j) Unless limited by the charter:
(1) An officer of the corporation shall be indemnified as and to the
extent provided in subsection (d) of this section for a director
and shall be entitled, to the same extent as a director, to seek
indemnification pursuant to the provisions of subsection (d);
(2) A corporation may indemnify and advance expenses to an officer,
employee, or agent of the corporation to the same extent that it
may indemnify directors under this section; and
(3) A corporation, in addition, may indemnify and advance expenses to
an officer, employee, or agent who is not a director to such
further extent, consistent with law, as may be provided by its
charter, bylaws, general or specific action of its board of
directors or contract.
(k) (1) A corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee, or agent
of the corporation, or who, while a director, officer, employee,
or agent of the corporation, is or was serving at the request, of
the corporation as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise, or employee
benefit plan against any liability asserted against and incurred
by such person in any such capacity or arising out of such
person's position, whether or not the corporation would have the
power to indemnify against liability under the provisions of this
section.
(2) A corporation may provide similar protection, including a trust
fund, letter of credit, or surety bond, not inconsistent with
this section.
(3) The insurance or similar protection may be provided by a
subsidiary or an affiliate of the corporation.
(l) Any indemnification of, or advance of expenses to, a director in
accordance with this section, if arising out of a proceeding by or in
the right of the corporation, shall be reported in writing to the
stockholders with the notice of the next stockholders' meeting or
prior to the meeting."
Article EIGHTH of the Registrant's Articles of Incorporation reads as follows:
"(1) To the full extent that limitations on the liability of directors
and officers are permitted by the Maryland General Corporation Law, no director
or officer of the Corporation shall have any liability to the Corporation or its
stockholders for damages. This limitation on liability applies to events
occurring at the time a person serves as a director or officer of the
Corporation whether or not such person is a director or officer at the time of
any proceeding in which liability is asserted.
"(2) The Corporation shall indemnify and advance expenses to its
currently acting and its former directors to the full extent that
indemnification of directors is permitted by the Maryland General Corporation
Law. The Corporation shall indemnify and advance expenses to its officers to the
same extent as its directors and to such further extent as is consistent with
law. The Board of Directors may by By-Law, resolution or agreement make further
provisions for indemnification of directors, officers, employees and agents to
the full extent permitted by the Maryland General Corporation Law.
"(3) No provision of this Article shall be effective to protect or
purport to protect any director or officer of the Corporation against any
liability to the Corporation or its stockholders to which he would otherwise be
subject by reason of wilful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
"(4) References to the Maryland General Corporation Law in this
Article are to that law as from time to time amended. No amendment to the
Charter of the Corporation shall affect any right of any person under this
Article based on any event, omission or proceeding prior to the amendment."
Article VII, Section 7 of the Registrant's By-Laws reads as follows:
Section 7. Insurance Against Certain Liabilities. The Corporation
shall not bear the cost of insurance that protects or purports to protect
directors and officers of the Corporation against any liabilities to the
Corporation or its security holders to which any such director or officer would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.
Article VIII of the Registrant's By-Laws reads as follows:
"Section 1. Indemnification of Directors and Officers. The Corporation
shall indemnify its directors to the full extent that indemnification of
directors is permitted by the Maryland General Corporation Law. The Corporation
shall indemnify its officers to the same extent as its directors and to such
further extent as is consistent with law. The Corporation shall indemnify its
directors and officers who while serving as directors or officers also serve at
the request of the Corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation, partnership, joint venture,
trust, other enterprise or employee benefit plan to the full extent consistent
with law. The indemnification and other rights provided by this Article shall
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
person. This Article shall not protect any such person against any liability to
the Corporation or any stockholder thereof to which such person would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office
("disabling conduct").
"Section 2. Advances. Any current or former director or officer of the
Corporation seeking indemnification within the scope of this Article shall be
entitled to advances from the Corporation for payment of the reasonable expenses
incurred by him in connection with the matter as to which he is seeking
indemnification in the manner and to the full extent permissible under the
Maryland General Corporation Law. The person seeking indemnification shall
provide to the Corporation a written affirmation of his good faith belief that
the standard of conduct necessary for indemnification by the Corporation has
been met and a written undertaking to repay any such advance if it should
ultimately be determined that the standard of conduct has not been met. In
addition, at least one of the following additional conditions shall be met: (a)
the person seeking indemnification shall provide a security in form and amount
acceptable to the Corporation for his undertaking; (b) the Corporation is
insured against losses arising by reason of the advance; or (c) a majority of a
quorum of directors of the Corporation who are neither "interested persons" as
defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended,
nor parties to the proceeding ("disinterested non-party directors"), or
independent legal counsel, in a written opinion, shall have determined, based on
a review of facts readily available to the Corporation at the time the advance
is proposed to be made, that there is reason to believe that the person seeking
indemnification will ultimately be found to be entitled to indemnification.
"Section 3. Procedure. At the request of any person claiming
indemnification under this Article, the Board of Directors shall determine, or
cause to be determined, in a manner consistent with the Maryland General
Corporation Law, whether the standards required by this Article have been met.
Indemnification shall be made only following: (a) a final decision on the merits
by a court or other body before whom the proceeding was brought that the person
to be indemnified was not liable by reason of disabling conduct or (b) in the
absence of such a decision, a reasonable determination, based upon a review of
the facts, that the person to be indemnified was not liable by reason of
disabling conduct by (i) the vote of a majority of a quorum of disinterested
non-party directors or (ii) an independent legal counsel in a written opinion.
"Section 4. Indemnification of Employees and Agents. Employees and
agents who are not officers or directors of the Corporation may be indemnified,
and reasonable expenses may be advanced to such employees or agents, as may be
provided by action of the Board of Directors or by contract, subject to any
limitations imposed by the Investment Company Act of 1940.
"Section 5. Other Rights. The Board of Directors may make further
provision consistent with law for indemnification and advance of expenses to
directors, officers, employees and agents by resolution, agreement or otherwise.
The indemnification provided by this Article shall not be deemed exclusive of
any other right, with respect to indemnification or otherwise, to which those
seeking indemnification may be entitled under any insurance or other agreement
or resolution of stockholders or disinterested directors or otherwise. The
rights provided to any person by this Article shall be enforceable against the
Corporation by such person who shall be presumed to have relied upon it in
serving or continuing to serve as a director, officer, employee, or agent as
provided above.
"Section 6. Amendments. References in this Article are to the Maryland
General Corporation Law and to the Investment Company Act of 1940 as from time
to time amended. No amendment of these By-laws shall affect any right of any
person under this Article based on any event, omission or proceeding prior to
the amendment.
The Advisory Agreement between the Registrant and AllianceBernstein
L.P. provides that AllianceBernstein L.P. will not be liable under such
agreements for any mistake of judgment or in any event whatsoever except for
lack of good faith and that nothing therein shall be deemed to protect
AllianceBernstein L.P. against any liability to the Registrant or its security
holders to which it would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties thereunder, or by
reason of reckless disregard of its duties and obligations thereunder.
The Distribution Services Agreement between the Registrant and
AllianceBernstein Investments, Inc. (formerly known as Alliance Fund
Distributors, Inc.) ("ABI") provides that the Registrant will indemnify, defend
and hold ABI and any person who controls it within the meaning of Section 15 of
the Securities Act of 1933, as amended (the "Securities Act"), free and harmless
from and against any and all claims, demands, liabilities and expenses which ABI
or any controlling person may incur arising out of or based upon any alleged
untrue statement of a material fact contained in the Registrant's Registration
Statement, Prospectus or Statement of Additional Information or arising out of,
or based upon any alleged omission to state a material fact required to be
stated in any one of the foregoing or necessary to make the statements in any
one of the foregoing not misleading.
The foregoing summaries are qualified by the entire text of
Registrant's Articles of Incorporation and By-Laws, the Advisory Agreement
between Registrant and AllianceBernstein L.P. and the Distribution Services
Agreement between Registrant and ABI which are filed as Exhibits (a), (b), (d)
and (e), respectively, in response to Item 23 of the Registrant's Registration
Statement filed on Form N-1A (File Nos. 33-49530 and 811-6730), and each of
which are incorporated by reference herein.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
In accordance with Release No. IC-11330 (September 2, 1980), the
Registrant will indemnify its directors, officers, investment manager and
principal underwriters only if (1) a final decision on the merits was issued by
the court or other body before whom the proceeding was brought that the person
to be indemnified (the "indemnitee") was not liable by reason or willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office ("disabling conduct") or (2) a reasonable
determination is made, based upon a review of the facts, that the indemnitee was
not liable by reason of disabling conduct, by (a) the vote of a majority of a
quorum of the directors who are neither "interested persons" of the Registrant
as defined in section 2(a)(19) of the Investment Company Act of 1940 nor parties
to the proceeding ("disinterested, non-party directors"), or (b) an independent
legal counsel in a written opinion. The Registrant will advance attorneys fees
or other expenses incurred by its directors, officers, investment adviser or
principal underwriters in defending a proceeding, upon the undertaking by or on
behalf of the indemnitee to repay the advance unless it is ultimately determined
that he is entitled to indemnification and, as a condition to the advance, (1)
the indemnitee shall provide a security for his undertaking, (2) the Registrant
shall be insured against losses arising by reason of any lawful advances, or (3)
a majority of a quorum of disinterested, non-party directors of the Registrant,
or an independent legal counsel in a written opinion, shall determine, based on
a review of readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the indemnitee ultimately will be found
entitled to indemnification.
The Registrant participates in a Joint directors and officers
liability insurance policy issued by the ICI Mutual Insurance Company. Coverage
under this policy has been extended to directors, trustees and officers of the
investment companies managed by AllianceBernstein L.P. Under this policy,
outside trustees and directors would be covered up to the limits specified for
any claim against them for acts committed in their capacities as trustee or
director. A pro rata share of the premium for this coverage is charged to each
investment company and to the Adviser.
ITEM 16. Exhibits
(1) (a) Articles of Incorporation of Registrant - Incorporated by
reference to Exhibit 1(a) to Post-Effective Amendment No. 14
of Registrant's Registration Statement on Form N-1A (File
Nos. 33-49530 and 811-6730) filed with the Securities and
Exchange Commission on January 30, 1998.
(b) Articles of Amendment to Articles of Incorporation of the
Registrant dated July 31, 1992 and filed August 3, 1992 -
Incorporated by reference to Exhibit 1(b) to Post-Effective
Amendment No. 14 of Registrant's Registration Statement on
Form N-1A (File Nos. 33-49530 and 811-6730) filed with the
Securities and Exchange Commission on January 30, 1998.
(c) Certificate of Correction of Articles of Amendment dated
September 22, 1992 and filed September 24, 1992 -
Incorporated by reference to Exhibit 1(c) to Post-Effective
Amendment No. 15 of Registrant's Registration Statement on
Form N-1A (File Nos. 33-49530 and 811-6730) filed with the
Securities and Exchange Commission on October 30, 1998.
(d) Articles Supplementary to Articles of Incorporation of
Registrant dated April 29, 1993 and filed April 30, 1993 -
Incorporated by reference to Exhibit 1(d) to Post-Effective
Amendment No. 15 of Registrant's Registration Statement on
Form N-1A (File Nos. 33-49530 and 811-6730) filed with the
Securities and Exchange Commission on October 30, 1998.
(e) Articles Supplementary to Articles of Incorporation of
Registrant dated September 30, 1996 and filed October 1,
1996 - Incorporated by reference to Exhibit 1 to
Post-Effective Amendment No. 11 of Registrant's Registration
Statement on Form N-1A (File Nos. 33-49530 and 811-6730)
filed with the Securities and Exchange Commission on January
30, 1998.
(f) Articles of Amendment to Articles of Incorporation dated
March 19, 2003 and filed March 20, 2003 - Incorporated by
reference to Exhibit (a)(6) to Post-Effective Amendment No.
28 of Registrant's Registration Statement on Form N-1A (File
Nos. 33-49530 and 811-6730) filed with the Securities and
Exchange Commission on August 7, 2003.
(g) Articles Supplementary to Articles of Incorporation dated
July 31, 2003 and filed August 1, 2003 - Incorporated by
reference to Exhibit (a)(7) to Post-Effective Amendment No.
28 of Registrant's Registration Statement on Form N-1A (File
Nos. 33-49530 and 811-6730) filed with the Securities and
Exchange Commission on August 7, 2003.
(h) Articles of Amendment to Articles of Incorporation dated
October 19, 2004 and filed December 8, 2004 - Incorporated
by reference to Exhibit (a)(8) to Post-Effective Amendment
No. 32 of Registrant's Registration Statement on Form N-1A
(File Nos. 33-49530 and 811-6730) filed with the Securities
and Exchange Commission on February 28, 2005.
(i) Articles Supplementary to the Articles of Incorporation
dated February 17, 2005 and filed February 22, 2005 -
Incorporated by reference to Exhibit (a)(8) to
Post-Effective Amendment No. 32 of Registrant's Registration
Statement on Form N-1A (File Nos. 33-49530 and 811-6730)
filed with the Securities and Exchange Commission on
February 28, 2005.
(2) Amended and Restated By-Laws of the Registrant - Incorporated by
reference from Registrant's Registration Statement on Form N-14AE
(File Nos. 333-145821 and 811-06730) filed with the Securities
and Exchange Commission on August 10, 2006.
(3) Not applicable.
(4) Form of Agreement and Plan of Acquisition and Liquidation of
AllianceBernstein Premier Growth Fund - Incorporated by reference
from Appendix E to Part A of Registrant's Registration Statement
on Form N-14AE (File Nos. 333-145821 and 811-06730) filed with
the Securities and Exchange Commission on August 10, 2006.
(5) Not applicable.
(6) (a) Advisory Agreement between the Registrant and
AllianceBernstein L.P. - Incorporated by reference to
Exhibit 5 to Post-Effective Amendment No. 14 of Registrant's
Registration Statement on Form N-1A (File Nos. 33-49530 and
811-6730) filed with the Securities and Exchange Commission
on January 30, 1998.
(b) Form of Amended and Restated Advisory Agreement -
Incorporated by reference to Exhibit (d)(2) to Post
Effective Amendment No. 31 of Registrant's Registration
Statement on Form N-1A (File Nos. 33-49530 and 811-6730)
filed with the Securities and Exchange Commission on
November 1, 2004.
(7) (a) Distribution Services Agreement between the Registrant and
AllianceBernstein Investments, Inc. (formerly known as
Alliance Fund Distributors, Inc.) - Incorporated by
reference to Exhibit 6(a) to Post-Effective Amendment No. 14
of Registrant's Registration Statement on Form N-1A (File
Nos. 33-49530 and 811-6730) filed with the Securities and
Exchange Commission on January 30, 1998.
(b) Amendment to the Distribution Services Agreement between the
Registrant and AllianceBernstein Investments, Inc. (formerly
known as Alliance Fund Distributors, Inc.) dated July 16,
1996 - Incorporated by reference to Exhibit 6 to
Post-Effective Amendment No. 11 of Registrant's Registration
Statement on Form N-1A (File Nos. 33-49530 and 811-6730)
filed with the Securities and Exchange Commission on
February 3, 1997.
(c) Amendment to the Distribution Services Agreement dated
November 3, 2003 between the Registrant and
AllianceBernstein Investments, Inc. (formerly known as
Alliance Fund Distributors, Inc.) - Incorporated by
reference to Exhibit (e)(3) to Post Effective Amendment No.
31 of Registrant's Registration Statement on Form N-1A (File
Nos. 33-49530 and 811-6730) filed with the Securities and
Exchange Commission on November 1, 2004.
(d) Form of Amendment to the Distribution Services Agreement
between the Registrant and AllianceBernstein Investments,
Inc. (formerly known as Alliance Fund Distributors, Inc.) -
Incorporated by reference to Exhibit (e)(4) to
Post-Effective Amendment No. 32 of Registrant's Registration
Statement on Form N-1A (File Nos. 33-49530 and 811-6730)
filed with the Securities and Exchange Commission on
February 28, 2005.
(e) Form of Selected Dealer Agreement between AllianceBernstein
Investments, Inc. (formerly known as Alliance Fund
Distributors, Inc.) and selected dealers offering shares of
Registrant - Incorporated by reference to Exhibit (e)(3) to
Post-Effective Amendment No. 34 of the Registration
Statement on Form N-1A of AllianceBernstein Municipal Income
Fund, Inc. (File Nos. 33-7812 and 811-04791) filed with the
Securities and Exchange Commission on January 28, 2005.
(f) Form of Selected Agent Agreement between AllianceBernstein
Investments, Inc. (formerly known as Alliance Fund
Distributors, Inc.) and selected agents making available
shares of Registrant Incorporated by reference to Exhibit
(e)(4) to Post-Effective Amendment No. 34 of the
Registration Statement on Form N-1A of AllianceBernstein
Municipal Income Fund, Inc. (File Nos. 33-7812 and
811-04791) filed with the Securities and Exchange Commission
on January 28, 2005.
(8) Not applicable.
(9) Custodian Contract between the Registrant and State Street Bank
and Trust Company - Incorporated by reference to Exhibit 8 to
Post-Effective Amendment No. 14 of Registrant's Registration
Statement on Form N-1A (File Nos. 33-49530 and 811-6730) filed
with the Securities and Exchange Commission on January 30, 1998.
(10) (a) Rule 12b-1 Plan - See Exhibit (7)(1) hereto.
(b) Form of Amended and Restated Rule 18f-3 Plan - Incorporated
by reference to Exhibit (n) to Post-Effective Amendment No.
32 of Registrant's Registration Statement on Form N-1A (File
Nos. 33-49530 and 811-6730) filed with the Securities and
Exchange Commission on February 28, 2005.
(11) Form of Opinion and Consent - Incorporated by reference from
Registrant's Registration Statement on Form N-14AE (File Nos.
333-145821 and 811-06730) filed with the Securities and Exchange
Commission on August 10, 2006.
(12) Opinion of Seward & Kissel LLP as to Tax Matters - Filed
herewith.
(13) (a) Transfer Agency Agreement between the Registrant and
AllianceBernstein Global Investor Services, Inc. -
Incorporated by reference to Exhibit 9 to Post-Effective
Amendment No. 14 of Registrant's Registration Statement on
Form N-1A (File Nos. 33-49530 and 811-6730) filed with the
Securities and Exchange Commission on January 30, 1998.
(b) Code of Ethics for the Fund - Incorporated by reference to
Exhibit (p)(1) to Post-Effective Amendment No. 74 of the
Registration Statement on Form N-1A of AllianceBernstein
Bond Fund, Inc. (File Nos. 2-48227 and 811-2383), filed with
the Securities and Exchange Commission on October 6, 2000,
which is substantially identical in all material respects
except as to the party which is the Registrant.
(c) Code of Ethics for AllianceBernstein L.P. and
AllianceBernstein Investments, Inc. (formerly known as
Alliance Fund Distributors, Inc.) - Incorporated by
reference to Exhibit (p)(2) to Post-Effective Amendment No.
34 of the Registration Statement on Form N-1A of
AllianceBernstein Municipal Income Fund, Inc. (File Nos.
33-7812 and 811-04791), filed with the Securities and
Exchange Commission on January 28, 2005.
(14) Consent of Independent Registered Public Accounting Firm -
Incorporated by reference from Registrant's Registration
Statement on Form N-14AE (File Nos. 333-145821 and 811-06730)
filed with the Securities and Exchange Commission on August 10,
2006.
(15) Not applicable.
(16) Powers of Attorney for: David H. Dievler, John H. Dobkin, Michael
J. Downey, William H. Foulk, Jr., D. James Guzy, Nancy P.
Jacklin, Marc O. Mayer and Marshall C. Turner, Jr. - Incorporated
by reference from Registrant's Registration Statement on Form
N-14AE (File Nos. 333-145821 and 811-06730) filed with the
Securities and Exchange Commission on August 10, 2006.
(17) Not applicable.
ITEM 17. Undertakings
(1) The undersigned registrant agrees that prior to any public
reoffering of the securities registered through the use of a
prospectus which is a part of this registration statement by any
person or party who is deemed to be an underwriter within the
meaning of Rule 145(c) of the Securities Act 17 CFR 230.145(c),
the reoffering prospectus will contain the information called for
by the applicable registration form for reofferings by persons
who may be deemed underwriters, in addition to the information
called for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an
amendment to the registration statement and will not be used
until the amendment is effective, and that, in determining any
liability under the 1933 Act, each post-effective amendment shall
be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering of them.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to the Registration Statement on Form
N-14 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, on the 25th day of September, 2007.
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND, INC.
By: Marc O. Mayer*
----------------------
Marc O. Mayer
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
1. Principal Executive Officer:
Marc O. Mayer* President and Chief September 25, 2007
Executive Officer
2. Principal Financial and
Accounting Officer:
/s/ Joseph J. Mantineo Treasurer and September 25, 2007
---------------------- Chief Financial
Joseph J. Mantineo Officer
3. Majority of Directors
David H. Dievler*
John H. Dobkin*
Michael J. Downey*
William H. Foulk, Jr.*
D. James Guzy*
Nancy P. Jacklin*
Marc O. Mayer*
Marshall C. Turner, Jr.*
*By: /s/ Andrew L. Gangolf September 25, 2007
------------------------
Andrew L. Gangolf
(Attorney-in-fact)
Index to Exhibits
Exhibit No. Description of Exhibits
(12) Tax Opinion of Seward & Kissel LLP
SK 00250 0209 812693