SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX

                     ANNUAL REPORT OF PROXY VOTING RECORD OF
                   REGISTERED MANAGEMENT INVESTMENT COMPANIES


                Investment Company Act file number: 811-06730

                  AllianceBernstein Large Cap Growth Fund, Inc.
               (Exact name of registrant as specified in charter)

                             AllianceBernstein L.P.
              1345 Avenue of the Americas, New York, New York l0105
               (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 l0105
                     (Name and address of agent for service)

                          Copies of communications to:
                               Kathleen K. Clarke
                              1200 G Street, N.W.
                             Washington, D.C. 20005

                        Date of fiscal year end: July 31

             Date of reporting period: July 1, 2006 - June 30, 2007



Item 1.  Proxy Voting Record.


******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-06730
Reporting Period: 07/01/2006 - 06/30/2007
AllianceBernstein Large Cap Growth Fund









=================== ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND ====================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R.S. Austin                For       For        Management
1.2   Elect Director W.M. Daley                 For       For        Management
1.3   Elect Director W.J. Farrell               For       For        Management
1.4   Elect Director H.L. Fuller                For       For        Management
1.5   Elect Director R.A. Gonzalez              For       For        Management
1.6   Elect Director D.A.L. Owen                For       For        Management
1.7   Elect Director B. Powell Jr.              For       For        Management
1.8   Elect Director W.A. Reynolds              For       For        Management
1.9   Elect Director R.S. Roberts               For       For        Management
1.10  Elect Director S.C. Scott III             For       For        Management
1.11  Elect Director W.D. Smithburg             For       For        Management
1.12  Elect Director G.F. Tilton                For       For        Management
1.13  Elect Director M.D. White                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
4     Separate Chairman and CEO Positions       Against   Against    Shareholder


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ADOBE SYSTEMS INC.

Ticker:       ADBE           Security ID:  00724F101
Meeting Date: APR 5, 2007    Meeting Type: Annual
Record Date:  FEB 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert K. Burgess          For       For        Management
1.2   Elect Director Carol Mills                For       For        Management
1.3   Elect Director Colleen M. Pouliot         For       For        Management
1.4   Elect Director Robert Sedgewick           For       For        Management
1.5   Elect Director John E. Warnock            For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Stock Retention/Holding Period            Against   Against    Shareholder
4     Ratify Auditors                           For       For        Management


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AKAMAI TECHNOLOGIES, INC.

Ticker:       AKAM           Security ID:  00971T101
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ronald Graham              For       For        Management
1.2   Elect Director F. Thomson Leighton        For       For        Management
1.3   Elect Director Paul Sagan                 For       For        Management
1.4   Elect Director Naomi Seligman             For       For        Management
2     Ratify Auditors                           For       For        Management


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ALCON INC.

Ticker:       ACL            Security ID:  H01301102
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE 2006 ANNUAL REPORT AND    For       For        Management
      ACCOUNTS OF ALCON, INC. AND THE 2006
      CONSOLIDATED FINANCIAL STATEMENTS OF
      ALCON, INC. AND SUBSIDIARIES
2     APPROPRIATION OF AVAILABLE EARNINGS AND   For       For        Management
      PROPOSED DIVIDEND TO SHAREHOLDERS FOR THE
      FINANCIAL YEAR 2006
3     DISCHARGE OF THE MEMBERS OF THE BOARD OF  For       For        Management
      DIRECTORS FOR THE FINANCIAL YEAR 2006
4     ELECTION OF KPMG KLYNVELD PEAT MARWICK    For       For        Management
      GOERDELER SA, ZURICH, AS GROUP AND PARENT
      COMPANY AUDITORS
5     ELECTION OF ZENSOR REVISIONS AG, ZUG, AS  For       For        Management
      SPECIAL AUDITORS
6     ELECTION TO THE BOARD OF DIRECTORS:       For       For        Management
      WERNER J. BAUER
7     ELECTION TO THE BOARD OF DIRECTORS:       For       For        Management
      FRANCISCO CASTANER
8     ELECTION TO THE BOARD OF DIRECTORS:       For       For        Management
      LODEWIJK J.R. DE VINK
9     ELECTION TO THE BOARD OF DIRECTORS:       For       For        Management
      GERHARD N. MAYR
10    APPROVAL OF SHARE CANCELLATION            For       For        Management


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AMERICA MOVIL SA DE CV

Ticker:       AMX            Security ID:  02364W105
Meeting Date: DEC 13, 2006   Meeting Type: Special
Record Date:  NOV 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratify Members of the Board of Directors  For       Did Not    Management
      that Were Elected during the Special                Vote
      Meeting for Class L Shareholders Last
      April 26, 2006
2     Designate Inspector or Shareholder        For       Did Not    Management
      Representative(s) of Minutes of Meeting             Vote


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AMERICA MOVIL SA DE CV

Ticker:       AMX            Security ID:  02364W105
Meeting Date: APR 27, 2007   Meeting Type: Special
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Representatives of Class L Shares   For       For        Management
      to the Board of Directors
2     Designate Inspector or Shareholder        For       For        Management
      Representative(s) of Minutes of Meeting


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AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874107
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marshall A. Cohen          For       For        Management
1.2   Elect Director Martin S. Feldstein        For       For        Management
1.3   Elect Director Ellen V. Futter            For       For        Management
1.4   Elect Director Stephen L. Hammerman       For       For        Management
1.5   Elect Director Richard C. Holbrooke       For       For        Management
1.6   Elect Director Fred H. Langhammer         For       For        Management
1.7   Elect Director George L. Miles, Jr.       For       For        Management
1.8   Elect Director Morris W. Offit            For       For        Management
1.9   Elect Director James F. Orr, III          For       For        Management
1.10  Elect Director Virginia M. Rometty        For       For        Management
1.11  Elect Director Martin J. Sullivan         For       For        Management
1.12  Elect Director Michael H. Sutton          For       For        Management
1.13  Elect Director Edmund S.W. Tse            For       For        Management
1.14  Elect Director Robert B. Willumstad       For       For        Management
1.15  Elect Director Frank G. Zarb              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards


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APPLE, INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William V. Campbell        For       Withhold   Management
1.2   Elect Director Millard S. Drexler         For       Withhold   Management
1.3   Elect Director Albert A. Gore, Jr.        For       Withhold   Management
1.4   Elect Director Steven P. Jobs             For       For        Management
1.5   Elect Director Arthur D. Levinson, Ph.D.  For       Withhold   Management
1.6   Elect Director Eric E. Schmidt, Ph.D.     For       Withhold   Management
1.7   Elect Director Jerome B. York             For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management
6     Compensation Specific--Option Dating      Against   Against    Shareholder
      Policy
7     Pay For Superior Performance              Against   Against    Shareholder
8     Report on Feasibility of Adopting a Toxic Against   Against    Shareholder
      Chemical Elimination Policy
9     Stock Retention/Holding Period            Against   Against    Shareholder
10    Report on Computer Recycling Policy       Against   Against    Shareholder
11    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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BJ SERVICES COMPANY

Ticker:       BJS            Security ID:  055482103
Meeting Date: JAN 30, 2007   Meeting Type: Annual
Record Date:  DEC 8, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Don D. Jordan              For       For        Management
1.2   Elect Director William H. White           For       For        Management


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BOEING CO., THE

Ticker:       BA             Security ID:  097023105
Meeting Date: APR 30, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John H. Biggs              For       For        Management
2     Elect Director John E. Bryson             For       For        Management
3     Elect Director Arthur D. Collins, Jr.     For       For        Management
4     Elect Director Linda Z. Cook              For       For        Management
5     Elect Director William M. Daley           For       For        Management
6     Elect Director Kenneth M. Duberstein      For       For        Management
7     Elect Director John F. McDonnell          For       For        Management
8     Elect Director W. James McNerney, Jr.     For       For        Management
9     Elect Director Richard D. Nanula          For       For        Management
10    Elect Director Rozanne L. Ridgway         For       For        Management
11    Elect Director Mike S. Zafirovski         For       For        Management
12    Ratify Auditors                           For       For        Management
13    Report on Foreign Arms Sales              Against   Against    Shareholder
14    Adopt Human Rights Policy                 Against   Against    Shareholder
15    Report on Charitable Contributions        Against   Against    Shareholder
16    Report on Political Contributions         Against   Against    Shareholder
17    Separate Chairman and CEO Positions       Against   Against    Shareholder
18    Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
19    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
20    Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
21    Claw-back of Payments under Restatements  Against   Against    Shareholder


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BROADCOM CORP.

Ticker:       BRCM           Security ID:  111320107
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director George L. Farinsky         For       For        Management
1.2   Elect Director Maureen E. Grzelakowski    For       For        Management
1.3   Elect Director Nancy H. Handel            For       For        Management
1.4   Elect Director John Major                 For       For        Management
1.5   Elect Director Scott A. McGregor          For       For        Management
1.6   Elect Director Alan E. Ross               For       For        Management
1.7   Elect Director Henry Samueli, Ph.D.       For       For        Management
1.8   Elect Director Robert E. Switz            For       For        Management
1.9   Elect Director Werner F. Wolfen           For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Ratify Auditors                           For       For        Management
6     Compensation Specific-Adopt Policy        Against   Against    Shareholder
      Concerning Backdating Controversy


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CELGENE CORP.

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 12, 2007   Meeting Type: Annual
Record Date:  APR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sol J. Barer               For       For        Management
1.2   Elect Director Robert J. Hugin            For       For        Management
1.3   Elect Director Michael D. Casey           For       For        Management
1.4   Elect Director Rodman L. Drake            For       For        Management
1.5   Elect Director A. Hull Hayes, Jr.         For       For        Management
1.6   Elect Director Gilla Kaplan               For       For        Management
1.7   Elect Director James J. Loughlin          For       For        Management
1.8   Elect Director Richard C. E. Morgan       For       For        Management
1.9   Elect Director Walter L. Robb             For       For        Management
2     Ratify Auditors                           For       For        Management


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CHARLES SCHWAB CORP., THE

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William F. Aldinger, III   For       For        Management
1.2   Elect Director Donald G. Fisher           For       For        Management
1.3   Elect Director Paula A. Sneed             For       For        Management
2     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
3     Amend Omnibus Stock Plan                  For       For        Management
4     Report on Political Contributions         Against   Against    Shareholder
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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CHICAGO MERCANTILE EXCHANGE HOLDINGS, INC.

Ticker:       CME            Security ID:  167760107
Meeting Date: APR 4, 2007    Meeting Type: Special
Record Date:  FEB 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


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CHICAGO MERCANTILE EXCHANGE HOLDINGS, INC.

Ticker:       CME            Security ID:  167760107
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Craig S. Donohue           For       For        Management
1.2   Elect Director Terrence A. Duffy          For       For        Management
1.3   Elect Director Daniel R. Glickman         For       For        Management
1.4   Elect Director William P. Miller, II      For       For        Management
1.5   Elect Director James E. Oliff             For       For        Management
1.6   Elect Director John F. Sandner            For       For        Management
1.7   Elect Director Terry L. Savage            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Ratify Auditors                           For       For        Management


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 15, 2006   Meeting Type: Annual
Record Date:  SEP 18, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carol A. Bartz             For       For        Management
1.2   Elect Director M. Michele Burns           For       For        Management
1.3   Elect Director Michael D. Capellas        For       For        Management
1.4   Elect Director Larry R. Carter            For       For        Management
1.5   Elect Director John T. Chambers           For       For        Management
1.6   Elect Director Dr. John L. Hennessy       For       For        Management
1.7   Elect Director Richard M. Kovacevich      For       For        Management
1.8   Elect Director Roderick C. McGeary        For       For        Management
1.9   Elect Director Steven M. West             For       For        Management
1.10  Elect Director Jerry Yang                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
4     Report on Pay Disparity                   Against   Against    Shareholder
5     Report on Internet Fragmentation          Against   Against    Shareholder


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COGNIZANT TECHNOLOGY SOLUTIONS CORP.

Ticker:       CTSH           Security ID:  192446102
Meeting Date: JUN 7, 2007    Meeting Type: Annual
Record Date:  APR 17, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lakshmi Narayanan          For       For        Management
1.2   Elect Director John E. Klein              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Other Business                            For       Against    Management


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CREDIT SUISSE GROUP (FORMERLY CS HOLDING)

Ticker:       CS             Security ID:  225401108
Meeting Date: MAY 4, 2007    Meeting Type: Annual
Record Date:  MAR 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     PRESENTATION AND APPROVAL OF THE ANNUAL   For       Did Not    Management
      REPORT, THE PARENT COMPANY S 2006                   Vote
      FINANCIAL STATEMENTS AND THE GROUP S 2006
      CONSOLIDATED FINANCIAL STATEMENTS
2     DISCHARGE OF THE ACTS OF THE MEMBERS OF   For       Did Not    Management
      THE BOARD OF DIRECTORS AND EXECUTIVE                Vote
      BOARD
3     CAPITAL REDUCTION OWING TO COMPLETION OF  For       Did Not    Management
      THE SHARE BUY BACK PROGRAM                          Vote
4.1   RESOLUTION ON THE APPROPRIATION OF        For       Did Not    Management
      RETAINED EARNINGS                                   Vote
4.2   REDUCTION OF SHARE CAPITAL BY REPAYMENT   For       Did Not    Management
      OF PAR VALUE TO SHAREHOLDERS                        Vote
5     APPROVAL OF A FURTHER SHARE BUY BACK      For       Did Not    Management
      PROGRAM                                             Vote
6.1   ADDITIONAL AMENDMENTS TO THE ARTICLES OF  For       Did Not    Management
      ASSOCIATION: RENEWAL OF AUTHORIZED                  Vote
      CAPITAL
6.2   ADDITIONAL AMENDMENTS TO THE ARTICLES OF  For       Did Not    Management
      ASSOCIATION: AMENDMENT OF ART. 7 PARAS. 4           Vote
      AND 5 (RIGHT TO ADD AN ITEM TO THE
      AGENDA)
6.3   ADDITIONAL AMENDMENTS TO THE ARTICLES OF  For       Did Not    Management
      ASSOCIATION: AMENDMENTS AS A RESULT OF              Vote
      ITEM 4.2
7.1a  RE-ELECTION TO THE BOARD OF DIRECTORS:    For       Did Not    Management
      NOREEN DOYLE                                        Vote
7.1b  RE-ELECTION TO THE BOARD OF DIRECTORS:    For       Did Not    Management
      AZIZ R.D. SYRIANI                                   Vote
7.1c  RE-ELECTION TO THE BOARD OF DIRECTORS:    For       Did Not    Management
      DAVID W. SYZ                                        Vote
7.1d  RE-ELECTION TO THE BOARD OF DIRECTORS:    For       Did Not    Management
      PETER F. WEIBEL                                     Vote
7.2   ELECTION OF THE PARENT COMPANY S          For       Did Not    Management
      INDEPENDENT AUDITORS AND THE GROUP S                Vote
      INDEPENDENT AUDITORS
7.3   ELECTION OF SPECIAL AUDITORS              For       Did Not    Management
                                                          Vote
8     IF VOTING TAKES PLACE ON PROPOSALS THAT   None      Did Not    Management
      HAVE NOT BEEN SUBMITTED UNTIL THE ANNUAL            Vote
      GENERAL MEETING ITSELF AS DEFINED IN ART.
      700 PARAS. 3 AND 4 OF THE SWISS CODE OF
      OBLIGATIONS, OR IN THE CASE OF
      CONSULTATIVE VOTES, I HEREBY AUTHORIZE
      THE INDEPENDENT PROXY


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DST SYSTEMS, INC.

Ticker:       DST            Security ID:  233326107
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director A. Edward Allinson         For       Withhold   Management
1.2   Elect Director Michael G. Fitt            For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: JUN 14, 2007   Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Philippe Bourguignon       For       For        Management
1.2   Elect Director Thomas J. Tierney          For       For        Management
1.3   Elect Director Margaret C. Whitman        For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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EMERSON ELECTRIC CO.

Ticker:       EMR            Security ID:  291011104
Meeting Date: FEB 6, 2007    Meeting Type: Annual
Record Date:  NOV 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. Fernandez G             For       For        Management
1.2   Elect Director W. J. Galvin               For       For        Management
1.3   Elect Director R. L. Ridgway              For       For        Management
1.4   Elect Director R. L. Stephenson           For       For        Management
2     Ratify Auditors                           For       For        Management


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FLUOR CORP.

Ticker:       FLR            Security ID:  343412102
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James T. Hackett           For       For        Management
2     Elect Director Kent Kresa                 For       For        Management
3     Elect Director Lord Robin W. Renwick      For       For        Management
4     Elect Director Peter S. Watson            For       For        Management
5     Ratify Auditors                           For       For        Management


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FRANKLIN RESOURCES, INC.

Ticker:       BEN            Security ID:  354613101
Meeting Date: JAN 25, 2007   Meeting Type: Annual
Record Date:  NOV 30, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Samuel H. Armacost         For       For        Management
1.2   Elect Director Charles Crocker            For       For        Management
1.3   Elect Director Joseph R. Hardiman         For       For        Management
1.4   Elect Director Robert D. Joffe            For       For        Management
1.5   Elect Director Charles B. Johnson         For       For        Management
1.6   Elect Director Gregory E. Johnson         For       For        Management
1.7   Elect Director Rupert H. Johnson, Jr.     For       For        Management
1.8   Elect Director Thomas H. Kean             For       For        Management
1.9   Elect Director Chutta Ratnathicam         For       For        Management
1.10  Elect Director Peter M. Sacerdote         For       For        Management
1.11  Elect Director Laura Stein                For       For        Management
1.12  Elect Director Anne M. Tatlock            For       For        Management
1.13  Elect Director Louis E. Woodworth         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


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GENENTECH, INC.

Ticker:       DNA            Security ID:  368710406
Meeting Date: APR 20, 2007   Meeting Type: Annual
Record Date:  FEB 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Herbert W. Boyer, Ph.D.    For       For        Management
1.2   Elect Director William M. Burns           For       For        Management
1.3   Elect Director Erich Hunziker, Ph.D.      For       For        Management
1.4   Elect Director Jonathan K.C. Knowles,     For       For        Management
      Ph.D.
1.5   Elect Director Arthur D. Levinson, Ph.D.  For       For        Management
1.6   Elect Director Debra L. Reed              For       For        Management
1.7   Elect Director Charles A. Sanders, M.D.   For       For        Management
2     Ratify Auditors                           For       For        Management


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GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James I. Cash, Jr.         For       For        Management
1.2   Elect Director William M. Castell         For       For        Management
1.3   Elect Director Ann M. Fudge               For       For        Management
1.4   Elect Director Claudio X. Gonzalez        For       For        Management
1.5   Elect Director Susan Hockfield            For       For        Management
1.6   Elect Director Jeffrey R. Immelt          For       For        Management
1.7   Elect Director Andrea Jung                For       For        Management
1.8   Elect Director Alan G. Lafley             For       For        Management
1.9   Elect Director Robert W. Lane             For       For        Management
1.10  Elect Director Ralph S. Larsen            For       For        Management
1.11  Elect Director Rochelle B. Lazarus        For       For        Management
1.12  Elect Director Sam Nunn                   For       For        Management
1.13  Elect Director Roger S. Penske            For       For        Management
1.14  Elect Director Robert J. Swieringa        For       For        Management
1.15  Elect Director Douglas A. Warner III      For       For        Management
1.16  Elect Director Robert C. Wright           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Majority Vote Standard in Director  For       For        Management
      Elections
4     Approve Omnibus Stock Plan                For       For        Management
5     Company-Specific-Approve Material Terms   For       For        Management
      of Senior Officer Performance Goals
6     Provide for Cumulative Voting             Against   Against    Shareholder
7     Company-Specific -- Adopt Policy on       Against   Against    Shareholder
      Overboarded Directors
8     Company-Specific -- One Director from the Against   Against    Shareholder
      Ranks of Retirees
9     Separate Chairman and CEO Positions       Against   Against    Shareholder
10    Limit Dividend and Dividend Equivalent    Against   Against    Shareholder
      Payments to Executives
11    Report on Charitable Contributions        Against   Against    Shareholder
12    Report on Global Warming                  Against   Against    Shareholder
13    Adopt Ethical Criteria for Military       Against   Against    Shareholder
      Contracts
14    Report on Pay Disparity                   Against   Against    Shareholder


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GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 22, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul Berg                  For       For        Management
1.2   Elect Director John F. Cogan              For       For        Management
1.3   Elect Director Etienne F. Davignon        For       For        Management
1.4   Elect Director James M. Denny             For       For        Management
1.5   Elect Director Carla A. Hills             For       For        Management
1.6   Elect Director John W. Madigan            For       For        Management
1.7   Elect Director John C. Martin             For       For        Management
1.8   Elect Director Gordon E. Moore            For       For        Management
1.9   Elect Director Nicholas Moore             For       For        Management
1.10  Elect Director Gayle E. Wilson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


- --------------------------------------------------------------------------------

GOLDMAN SACHS GROUP, INC., THE

Ticker:       GS             Security ID:  38141G104
Meeting Date: APR 11, 2007   Meeting Type: Annual
Record Date:  JAN 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Lloyd C. Blankfein         For       For        Management
2     Elect Director Lord Browne of Madingley   For       For        Management
3     Elect Director John H. Bryan              For       For        Management
4     Elect Director Gary D. Cohn               For       For        Management
5     Elect Director Claes Dahlback             For       For        Management
6     Elect Director Stephen Friedman           For       For        Management
7     Elect Director William W. George          For       For        Management
8     Elect Director Rajat K. Gupta             For       For        Management
9     Elect Director James A. Johnson           For       For        Management
10    Elect Director Lois D. Juliber            For       For        Management
11    Elect Director Edward M. Liddy            For       For        Management
12    Elect Director Ruth J. Simmons            For       For        Management
13    Elect Director Jon Winkelried             For       For        Management
14    Ratify Auditors                           For       For        Management
15    Report on Charitable Contributions        Against   Against    Shareholder
16    Sustainability Report                     Against   Against    Shareholder
17    Prohibit Executive Stock-Based Awards     Against   Against    Shareholder


- --------------------------------------------------------------------------------

GOOGLE INC

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 22, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eric Schmidt               For       For        Management
1.2   Elect Director Sergey Brin                For       For        Management
1.3   Elect Director Larry Page                 For       For        Management
1.4   Elect Director L. John Doerr              For       For        Management
1.5   Elect Director John L. Hennessy           For       For        Management
1.6   Elect Director Arthur D. Levinson         For       For        Management
1.7   Elect Director Ann Mather                 For       For        Management
1.8   Elect Director Paul S. Otellini           For       For        Management
1.9   Elect Director K. Ram Shriram             For       For        Management
1.10  Elect Director Shirley M. Tilghman        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Adopt Policies to Protect Freedom of      Against   Against    Shareholder
      Access to the Internet


- --------------------------------------------------------------------------------

HALLIBURTON CO.

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Kathleen M. Bader          For       For        Management
2     Elect Director Alan M. Bennett            For       For        Management
3     Elect Director James R. Boyd              For       For        Management
4     Elect Director Milton Carroll             For       For        Management
5     Elect Director Robert L. Crandall         For       For        Management
6     Elect Director Kenneth T. Derr            For       For        Management
7     Elect Director S. Malcolm Gillis          For       For        Management
8     Elect Director W. R. Howell               For       For        Management
9     Elect Director David J. Lesar             For       For        Management
10    Elect Director J. Landis Martin           For       For        Management
11    Elect Director Jay A. Precourt            For       For        Management
12    Elect Director Debra L. Reed              For       For        Management
13    Ratify Auditors                           For       For        Management
14    Review Human Rights Policies              Against   Against    Shareholder
15    Report on Political Contributions         Against   Against    Shareholder
16    Amend Terms of Existing Poison Pill       Against   Against    Shareholder


- --------------------------------------------------------------------------------

HEWLETT-PACKARD CO.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 14, 2007   Meeting Type: Annual
Record Date:  JAN 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director L.T. Babbio, Jr.           For       For        Management
2     Elect Director S.M. Baldauf               For       For        Management
3     Elect Director R.A. Hackborn              For       For        Management
4     Elect Director J.H. Hammergren            For       For        Management
5     Elect Director M.V. Hurd                  For       For        Management
6     Elect Director R.L. Ryan                  For       For        Management
7     Elect Director L.S. Salhany               For       For        Management
8     Elect Director G.K.Thompson               For       For        Management
9     Ratify Auditors                           For       For        Management
10    Require Director Nominee Qualifications   Against   Against    Shareholder
11    Separate Chairman and CEO Positions       Against   Against    Shareholder
12    Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
13    Performance-Based Equity Awards           Against   Against    Shareholder


- --------------------------------------------------------------------------------

HILTON HOTELS CORP.

Ticker:       HLT            Security ID:  432848109
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 29, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director A. Steven Crown            For       For        Management
2     Elect Director John H. Myers              For       For        Management
3     Elect Director Donna F. Tuttle            For       For        Management
4     Ratify Auditors                           For       For        Management
5     Separate Chairman and CEO Positions       Against   Against    Shareholder


- --------------------------------------------------------------------------------

JANUS CAPITAL GROUP INC.

Ticker:       JNS            Security ID:  47102X105
Meeting Date: MAY 1, 2007    Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director G. Andrew Cox              For       For        Management
2     Elect Director Deborah R. Gatzek          For       For        Management
3     Elect Director Robert T. Parry            For       For        Management
4     Elect Director Jock Patton                For       For        Management
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Crandall C. Bowles         For       For        Management
1.2   Elect Director Stephen B. Burke           For       For        Management
1.3   Elect Director James S. Crown             For       For        Management
1.4   Elect Director James Dimon                For       For        Management
1.5   Elect Director Ellen V. Futter            For       For        Management
1.6   Elect Director William H. Gray, III       For       For        Management
1.7   Elect Director Laban P. Jackson, Jr.      For       For        Management
1.8   Elect Director Robert I. Lipp             For       For        Management
1.9   Elect Director David C. Novak             For       For        Management
1.10  Elect Director Lee R. Raymond             For       For        Management
1.11  Elect Director William C. Weldon          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Put Repricing of Stock Options to         Against   Against    Shareholder
      Shareholder Vote
4     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
5     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
6     Separate Chairman and CEO Positions       Against   Against    Shareholder
7     Provide for Cumulative Voting             Against   Against    Shareholder
8     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
9     Report on Political Contributions         Against   Against    Shareholder
10    Report on Management Initiatives to       Against   Against    Shareholder
      Address Links to Slavery and Human Rights
      Abuse


- --------------------------------------------------------------------------------

KOHL'S CORP.

Ticker:       KSS            Security ID:  500255104
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven A. Burd             For       For        Management
1.2   Elect Director Wayne Embry                For       For        Management
1.3   Elect Director James D. Ericson           For       For        Management
1.4   Elect Director John F. Herma              For       For        Management
1.5   Elect Director William S. Kellogg         For       For        Management
1.6   Elect Director Kevin Mansell              For       For        Management
1.7   Elect Director R. Lawrence Montgomery     For       For        Management
1.8   Elect Director Frank V. Sica              For       For        Management
1.9   Elect Director Peter M. Sommerhauser      For       For        Management
1.10  Elect Director Stephen E. Watson          For       For        Management
1.11  Elect Director R. Elton White             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Company Specific-Adopt Majority Vote for  For       For        Management
      Election of Directors
6     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


- --------------------------------------------------------------------------------

LAS VEGAS SANDS CORP

Ticker:       LVS            Security ID:  517834107
Meeting Date: JUN 7, 2007    Meeting Type: Annual
Record Date:  APR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sheldon G. Adelson         For       For        Management
1.2   Elect Director Irwin Chafetz              For       For        Management
1.3   Elect Director James L. Purcell           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

LAZARD LTD

Ticker:       LAZ            Security ID:  G54050102
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ellis Jones               For       For        Management
1.2   Elect  Director Anthony Orsatelli         For       For        Management
1.3   Elect  Director Hal S. Scott              For       For        Management
2     RATIFICATION OF APPOINTMENT OF DELOITTE & For       For        Management
      TOUCHE LLP AS OUR INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM FOR 2007 AND
      AUTHORIZATION OF LAZARD LTD S BOARD OF
      DIRECTORS, ACTING BY THE AUDIT COMMITTEE,
      TO SET THEIR RENUMERATION.


- --------------------------------------------------------------------------------

LEGG MASON, INC.

Ticker:       LM             Security ID:  524901105
Meeting Date: JUL 18, 2006   Meeting Type: Annual
Record Date:  MAY 19, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carl Bildt                 For       For        Management
1.2   Elect Director John E. Koerner III        For       For        Management
1.3   Elect Director Cheryl Gordon Krongard     For       For        Management
1.4   Elect Director James E. Ukrop             For       For        Management
1.5   Elect Director W. Allen Reed              For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

LEHMAN BROTHERS HOLDINGS INC.

Ticker:       LEH            Security ID:  524908100
Meeting Date: APR 12, 2007   Meeting Type: Annual
Record Date:  FEB 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Michael L. Ainslie         For       For        Management
2     Elect Director John F. Akers              For       For        Management
3     Elect Director Roger S. Berlind           For       For        Management
4     Elect Director Thomas H. Cruikshank       For       For        Management
5     Elect Director Marsha Johnson Evans       For       For        Management
6     Elect Director Richard S. Fuld, Jr.       For       For        Management
7     Elect Director Christopher Gent           For       For        Management
8     Elect Director Roland A. Hernandez        For       For        Management
9     Elect Director Henry Kaufman              For       For        Management
10    Elect Director John D. Macomber           For       For        Management
11    Ratify Auditors                           For       For        Management
12    Amend Omnibus Stock Plan                  For       For        Management
13    Publish Political Contributions           Against   Against    Shareholder


- --------------------------------------------------------------------------------

MCDONALD'S CORP.

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Edward A. Brennan          For       For        Management
2     Elect Director Walter E. Massey           For       For        Management
3     Elect Director John W. Rogers, Jr.        For       For        Management
4     Elect Director Roger W. Stone             For       For        Management
5     Ratify Auditors                           For       For        Management
6     Label Genetically Modified Organisms      Against   Against    Shareholder
7     Adopt and Implement ILO Based Code of     Against   Against    Shareholder
      Conduct


- --------------------------------------------------------------------------------

MERRILL LYNCH & CO., INC.

Ticker:       MER            Security ID:  590188108
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John D. Finnegan           For       For        Management
1.2   Elect Director Joseph W. Prueher          For       For        Management
1.3   Elect Director Ann N. Reese               For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
5     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards


- --------------------------------------------------------------------------------

MONSANTO CO.

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 17, 2007   Meeting Type: Annual
Record Date:  NOV 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank V. Atlee III        For       For        Management
1.2   Elect  Director Arthur H. Harper          For       For        Management
1.3   Elect  Director Gwendolyn S. King         For       For        Management
1.4   Elect  Director Sharon R. Long, Ph.D.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   Against    Shareholder


- --------------------------------------------------------------------------------

MONSTER WORLDWIDE, INC.

Ticker:       MNST           Security ID:  611742107
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:  APR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Salvatore Iannuzzi         For       For        Management
1.2   Elect Director Robert J. Chrenc           For       For        Management
1.3   Elect Director George R. Eisele           For       For        Management
1.4   Elect Director John Gaulding              For       Withhold   Management
1.5   Elect Director Michael Kaufman            For       Withhold   Management
1.6   Elect Director Ronald J. Kramer           For       Withhold   Management
1.7   Elect Director Philip R. Lochner, Jr      For       For        Management
1.8   Elect Director David A. Stein             For       For        Management
2     Ratify Auditors                           For       Against    Management


- --------------------------------------------------------------------------------

NETWORK APPLIANCE, INC.

Ticker:       NTAP           Security ID:  64120L104
Meeting Date: AUG 31, 2006   Meeting Type: Annual
Record Date:  JUL 5, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel J. Warmenhoven      For       For        Management
1.2   Elect Director Donald T. Valentine        For       For        Management
1.3   Elect Director Jeffry R. Allen            For       For        Management
1.4   Elect Director Carol A. Bartz             For       For        Management
1.5   Elect Director Alan L. Earhart            For       For        Management
1.6   Elect Director Edward Kozel               For       For        Management
1.7   Elect Director Mark Leslie                For       For        Management
1.8   Elect Director Nicholas G. Moore          For       For        Management
1.9   Elect Director George T. Shaheen          For       For        Management
1.10  Elect Director Robert T. Wall             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

NII HOLDINGS, INC.

Ticker:       NIHD           Security ID:  62913F201
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  APR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Donovan               For       For        Management
1.2   Elect Director Steven P. Dussek           For       For        Management
1.3   Elect Director Steven M. Shindler         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

NVIDIA CORPORATION

Ticker:       NVDA           Security ID:  67066G104
Meeting Date: JUN 21, 2007   Meeting Type: Annual
Record Date:  APR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James C. Gaither           For       Withhold   Management
1.2   Elect Director Jen-Hsun Huang             For       For        Management
1.3   Elect Director A. Brooke Seawell          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

NYSE EURONEXT

Ticker:       NYX            Security ID:  629491101
Meeting Date: JUN 7, 2007    Meeting Type: Annual
Record Date:  APR 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ellyn L. Brown             For       For        Management
1.2   Elect Director Marshall N. Carter         For       For        Management
1.3   Elect Director Sir George Cox             For       For        Management
1.4   Elect Director Andre Dirckx               For       For        Management
1.5   Elect Director William E. Ford            For       For        Management
1.6   Elect Director Jan-Michiel Hessels        For       For        Management
1.7   Elect Director Sylvain Hefes              For       For        Management
1.8   Elect Director Dominique Hoenn            For       For        Management
1.9   Elect Director Patrick Houel              For       For        Management
1.10  Elect Director Shirley Ann Jackson        For       For        Management
1.11  Elect Director James S. Mcdonald          For       For        Management
1.12  Elect Director Duncan Mcfarland           For       For        Management
1.13  Elect Director James J. Mcnulty           For       For        Management
1.14  Elect Director Baron Jean Peterbroeck     For       For        Management
1.15  Elect Director Alice M. Rivlin            For       For        Management
1.16  Elect Director Ricardo Salgado            For       For        Management
1.17  Elect Director Robert B. Shapiro          For       For        Management
1.18  Elect Director Rijnhard Van Tets          For       For        Management
1.19  Elect Director John A. Thain              For       For        Management
1.20  Elect Director Jean-Francois Theodore     For       For        Management
1.21  Elect Director Karl M. Von Der Heyden     For       For        Management
1.22  Elect Director Sir Brian Williamson       For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

NYSE GROUP INC

Ticker:       NYX            Security ID:  62949W103
Meeting Date: DEC 20, 2006   Meeting Type: Special
Record Date:  NOV 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Amend                                     For       For        Management
      Articles/Bylaws/Charter-Organization-Rela
      ted
3     Amend                                     For       For        Management
      Articles/Bylaws/Charter-Organization-Rela
      ted


- --------------------------------------------------------------------------------

PROCTER & GAMBLE COMPANY, THE

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 10, 2006   Meeting Type: Annual
Record Date:  AUG 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Norman R. Augustine        For       For        Management
1.2   Elect Director A.G. Lafley                For       For        Management
1.3   Elect Director Johnathan A. Rodgers       For       For        Management
1.4   Elect Director John F. Smith, Jr.         For       For        Management
1.5   Elect Director Margaret C. Whitman        For       For        Management
2     Approve Decrease in Size of Board         For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Put Repricing of Stock Options to         Against   Against    Shareholder
      Shareholder Vote


- --------------------------------------------------------------------------------

QUALCOMM INC.

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 13, 2007   Meeting Type: Annual
Record Date:  JAN 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barbara T. Alexander       For       For        Management
1.2   Elect Director Raymond V. Dittamore       For       For        Management
1.3   Elect Director Irwin Mark Jacobs          For       For        Management
1.4   Elect Director Sherry Lansing             For       For        Management
1.5   Elect Director Peter M. Sacerdote         For       For        Management
1.6   Elect Director Marc I. Stern              For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ROCKWELL COLLINS, INC.

Ticker:       COL            Security ID:  774341101
Meeting Date: FEB 13, 2007   Meeting Type: Annual
Record Date:  DEC 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director D.R. Beall                 For       For        Management
1.2   Elect Director M. Donegan                 For       For        Management
1.3   Elect Director A.J. Policano              For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 11, 2007   Meeting Type: Annual
Record Date:  FEB 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director P. Camus                   For       For        Management
1.2   Elect Director J.S. Gorelick              For       For        Management
1.3   Elect Director A. Gould                   For       For        Management
1.4   Elect Director T. Isaac                   For       For        Management
1.5   Elect Director N. Kudryavtsev             For       For        Management
1.6   Elect Director A. Lajous                  For       For        Management
1.7   Elect Director M.E. Marks                 For       For        Management
1.8   Elect Director D. Primat                  For       For        Management
1.9   Elect Director L.R. Reif                  For       For        Management
1.10  Elect Director T.I. Sandvold              For       For        Management
1.11  Elect Director N. Seydoux                 For       For        Management
1.12  Elect Director L.G. Stuntz                For       For        Management
1.13  Elect Director R. Talwar                  For       For        Management
2     ADOPTION AND APPROVAL OF FINANCIALS AND   For       For        Management
      DIVIDENDS.
3     APPROVAL OF INDEPENDENT REGISTERED PUBLIC For       For        Management
      ACCOUNTING FIRM.


- --------------------------------------------------------------------------------

SPIRIT AEROSYSTEMS HOLDINGS, INC

Ticker:       SPR            Security ID:  848574109
Meeting Date: MAY 1, 2007    Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ivor (Ike) Evans           For       For        Management
1.2   Elect Director Paul Fulchino              For       For        Management
1.3   Elect Director Richard Gephardt           For       For        Management
1.4   Elect Director Robert Johnson             For       For        Management
1.5   Elect Director Ronald Kadish              For       For        Management
1.6   Elect Director Cornelius (Connie Mack)    For       For        Management
      McGillicuddy, III
1.7   Elect Director Seth Mersky                For       For        Management
1.8   Elect Director Francis Raborn             For       For        Management
1.9   Elect Director Jeffrey L. Turner          For       For        Management
1.10  Elect Director Nigel Wright               For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

Ticker:       HOT            Security ID:  85590A401
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Bruce W. Duncan            For       For        Management
1.2   Elect Director Adam Aron                  For       For        Management
1.3   Elect Director Charlene Barshefsky        For       For        Management
1.4   Elect Director Jean-Marc Chapus           For       For        Management
1.5   Elect Director Lizanne Galbreath          For       For        Management
1.6   Elect Director Eric Hippeau               For       For        Management
1.7   Elect Director Stephen R. Quazzo          For       For        Management
1.8   Elect Director Thomas O. Ryder            For       For        Management
1.9   Elect Director Kneeland C. Youngblood     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend and Restatement of Charter          For       For        Management


- --------------------------------------------------------------------------------

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Calvin Darden              For       For        Management
1.2   Elect Director Anne M. Mulcahy            For       For        Management
1.3   Elect Director Stephen W. Sanger          For       For        Management
1.4   Elect Director Gregg W. Steinhafel        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Company Specific- Require Majority Vote   For       For        Management
      for the Election of Directors
5     Report on Political Contributions         Against   Against    Shareholder


- --------------------------------------------------------------------------------

TEVA PHARMACEUTICAL INDUSTRIES

Ticker:       TEVA           Security ID:  881624209
Meeting Date: OCT 5, 2006    Meeting Type: Special
Record Date:  AUG 29, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO APPROVE THE REMUNERATION OF MR. ELI    For       For        Management
      HURVITZ IN HIS CAPACITY AS CHAIRMAN OF
      THE BOARD OF TEVA, IN AN AMOUNT OF THE
      NIS EQUIVALENT OF $300,000 PER ANNUM PLUS
      VAT, TO BE ADJUSTED BY THE INCREASE OF
      THE ISRAELI CONSUMER PRICE INDEX,
      TOGETHER WITH AN OFFIC
2     TO APPROVE THE REMUNERATION OF DR.        For       For        Management
      PHILLIP FROST IN HIS CAPACITY AS VICE
      CHAIRMAN OF THE BOARD OF TEVA AND
      CHAIRMAN OF THE BOARD S SCIENCE AND
      TECHNOLOGY COMMITTEE, IN AN AMOUNT OF THE
      NIS EQUIVALENT OF $275,000 PER ANNUM PLUS
      VAT, TO BE ADJUSTED BY THE


- --------------------------------------------------------------------------------

TIME WARNER INC

Ticker:       TWX            Security ID:  887317105
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James L. Barksdale         For       For        Management
1.2   Elect Director Jeffrey L. Bewkes          For       For        Management
1.3   Elect Director Stephen F. Bollenbach      For       For        Management
1.4   Elect Director Frank J. Caufield          For       For        Management
1.5   Elect Director Robert C. Clark            For       For        Management
1.6   Elect Director Mathias Dopfner            For       For        Management
1.7   Elect Director Jessica P. Einhorn         For       For        Management
1.8   Elect Director Reuben Mark                For       For        Management
1.9   Elect Director Michael A. Miles           For       For        Management
1.10  Elect Director Kenneth J. Novack          For       For        Management
1.11  Elect Director Richard D. Parsons         For       For        Management
1.12  Elect Director Francis T. Vincent, Jr.    For       For        Management
1.13  Elect Director Deborah C. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers'Compensation
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Company Specific- Adopt Simple Majority   Against   For        Shareholder
      Vote
7     Amend Articles/Bylaws/Charter -- Call     Against   Against    Shareholder
      Special Meetings
8     Company-Specific- Stockholder             Against   Against    Shareholder
      Ratification of Director Compensation,
      When a Stockholder Rights Plan Has Been
      Adopted


- --------------------------------------------------------------------------------

WELLPOINT INC

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sheila P. Burke            For       For        Management
1.2   Elect Director Victor S. Liss             For       For        Management
1.3   Elect Director Jane G. Pisano, Ph.D.      For       For        Management
1.4   Elect Director George A. Schaefer, Jr.    For       For        Management
1.5   Elect Director Jackie M. Ward             For       For        Management
1.6   Elect Director John E. Zuccotti           For       For        Management
2     Company Specific--Approve Majority Voting For       For        Management
      for the Non- Contested Election of
      Directors
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

WM. WRIGLEY JR. CO.

Ticker:       WWY            Security ID:  982526105
Meeting Date: MAR 14, 2007   Meeting Type: Annual
Record Date:  JAN 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas A. Knowlton         For       For        Management
1.2   Elect Director Steven B. Sample           For       For        Management
1.3   Elect Director Alex Shumate               For       For        Management
1.4   Elect Director William D. Perez           For       For        Management
2     Amend Bylaws to Require a Majority Vote   For       For        Management
      for the Election of Directors
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

WYNN RESORTS LTD

Ticker:       WYNN           Security ID:  983134107
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 29, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen A. Wynn            For       For        Management
1.2   Elect Director Alvin V. Shoemaker         For       For        Management
1.3   Elect Director D. Boone Wayson            For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management
========== END NPX REPORT





                                   SIGNATURES

     Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                              Registrant:  AllianceBernstein Large Cap
                                           Growth Fund, Inc.



                              By: Marc O. Mayer*
                                  -----------------------
                                  Chief Executive Officer



                              Date:  August 30, 2007


*By: /s/ Emilie D. Wrapp
     -------------------
         Emilie D. Wrapp
         Secretary