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, 2007 - June 30, 2008



Item 1.  Proxy Voting Record.

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

ICA File Number: 811-06730
Reporting Period: 07/01/2007 - 06/30/2008
AllianceBernstein Large Cap Growth Fund









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


ABB LTD.

Ticker:       ABB            Security ID:  000375204
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ANNUAL REPORT, THE        For       For        Management
      CONSOLIDATED FINANCIAL STATEMENTS AND THE
      ANNUAL FINANCIAL STATEMENTS FOR 2007.
2     APPROVAL OF THE DISCHARGE OF THE BOARD OF For       For        Management
      DIRECTORS AND THE PERSONS ENTRUSTED WITH
      MANAGEMENT.
3     APPROVAL OF APPROPRIATION OF AVAILABLE    For       For        Management
      EARNINGS AND RELEASE OF LEGAL RESERVES.
4     APPROVAL OF THE CREATION OF ADDITIONAL    For       For        Management
      CONTINGENT SHARE CAPITAL.
5     APPROVAL OF THE CAPITAL REDUCTION THROUGH For       For        Management
      NOMINAL VALUE REPAYMENT.
6     APPROVAL OF THE AMENDMENT TO THE ARTICLES For       For        Management
      OF INCORPORATION RELATED TO THE CAPITAL
      REDUCTION.
7     APPROVAL OF THE GENERAL AMENDMENTS TO THE For       For        Management
      ARTICLES OF INCORPORATION: AMENDMENT TO
      ARTICLE 8 PARA. 1 OF THE ARTICLES OF
      INCORPORATION.
8     APPROVAL OF THE GENERAL AMENDMENTS TO THE For       For        Management
      ARTICLES OF INCORPORATION: AMENDMENT TO
      ARTICLE 19(I) OF THE ARTICLES OF
      INCORPORATION.
9     APPROVAL OF THE GENERAL AMENDMENTS TO THE For       For        Management
      ARTICLES OF INCORPORATION: AMENDMENT TO
      ARTICLE 20 OF THE ARTICLES OF
      INCORPORATION.
10    APPROVAL OF THE GENERAL AMENDMENTS TO THE For       For        Management
      ARTICLES OF INCORPORATION: AMENDMENT TO
      ARTICLE 22 PARA. 1 OF THE ARTICLES OF
      INCORPORATION.
11    APPROVAL OF THE GENERAL AMENDMENTS TO THE For       For        Management
      ARTICLES OF INCORPORATION: AMENDMENT TO
      ARTICLE 28 OF THE ARTICLES OF
      INCORPORATION.
12    APPROVAL OF THE ELECTIONS TO THE BOARD OF For       For        Management
      DIRECTORS, AS SET FORTH IN THE COMPANY S
      NOTICE OF MEETING ENCLOSED HEREWITH:
      HUBERTUS VON GRUNBERG, GERMAN, RE-ELECT
      AS A DIRECTOR.
13    APPROVAL OF THE ELECTIONS TO THE BOARD OF For       For        Management
      DIRECTORS, AS SET FORTH IN THE COMPANY S
      NOTICE OF MEETING ENCLOSED HEREWITH:
      ROGER AGNELLI, BRAZILIAN, RE-ELECT AS A
      DIRECTOR.
14    APPROVAL OF THE ELECTIONS TO THE BOARD OF For       For        Management
      DIRECTORS, AS SET FORTH IN THE COMPANY S
      NOTICE OF MEETING ENCLOSED HEREWITH:
      LOUIS R. HUGHES, AMERICAN, RE-ELECT AS A
      DIRECTOR.
15    APPROVAL OF THE ELECTIONS TO THE BOARD OF For       For        Management
      DIRECTORS, AS SET FORTH IN THE COMPANY S
      NOTICE OF MEETING ENCLOSED HEREWITH: HANS
      ULRICH MARKI, SWISS, RE-ELECT AS A
      DIRECTOR.
16    APPROVAL OF THE ELECTIONS TO THE BOARD OF For       For        Management
      DIRECTORS, AS SET FORTH IN THE COMPANY S
      NOTICE OF MEETING ENCLOSED HEREWITH:
      MICHEL DE ROSEN, FRENCH, RE-ELECT AS A
      DIRECTOR.
17    APPROVAL OF THE ELECTIONS TO THE BOARD OF For       For        Management
      DIRECTORS, AS SET FORTH IN THE COMPANY S
      NOTICE OF MEETING ENCLOSED HEREWITH:
      MICHAEL TRESCHOW, SWEDISH, RE-ELECT AS A
      DIRECTOR.
18    APPROVAL OF THE ELECTIONS TO THE BOARD OF For       For        Management
      DIRECTORS, AS SET FORTH IN THE COMPANY S
      NOTICE OF MEETING ENCLOSED HEREWITH:
      BERND W. VOSS, GERMAN, RE-ELECT AS A
      DIRECTOR.
19    APPROVAL OF THE ELECTIONS TO THE BOARD OF For       For        Management
      DIRECTORS, AS SET FORTH IN THE COMPANY S
      NOTICE OF MEETING ENCLOSED HEREWITH:
      JACOB WALLENBERG, SWEDISH, RE-ELECT AS A
      DIRECTOR.
20    APPROVAL OF THE ELECTION OF THE AUDITORS. For       For        Management
21    IN CASE OF AD-HOC MOTIONS DURING THE      For       Abstain    Management
      ANNUAL GENERAL MEETING, I AUTHORIZE MY
      PROXY TO ACT AS FOLLOWS.


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ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 25, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008

#     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 W.A. Osborn                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     Amend Human Rights Policy to Address      Against   Against    Shareholder
      Access to Medicines
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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ADOBE SYSTEMS INC.

Ticker:       ADBE           Security ID:  00724F101
Meeting Date: APR 9, 2008    Meeting Type: Annual
Record Date:  FEB 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Edward W. Barnholt         For       For        Management
2     Elect Director Michael R. Cannon          For       For        Management
3     Elect Director James E. Daley             For       For        Management
4     Elect Director Charles M. Geschke         For       For        Management
5     Elect Director Shantanu Narayen           For       For        Management
6     Elect Director Delbert W. Yocam           For       For        Management
7     Amend Omnibus Stock Plan                  For       For        Management
8     Ratify Auditors                           For       For        Management


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AIR PRODUCTS & CHEMICALS, INC.

Ticker:       APD            Security ID:  009158106
Meeting Date: JAN 24, 2008   Meeting Type: Annual
Record Date:  NOV 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Donahue         For       For        Management
1.2   Elect Director Ursula O. Fairbairn        For       For        Management
1.3   Elect Director John P. Jones III          For       For        Management
1.4   Elect Director Lawrence S. Smith          For       For        Management
2     Ratify Auditors                           For       For        Management


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ALCON INC.

Ticker:       ACL            Security ID:  H01301102
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 20, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE 2007 ANNUAL REPORT AND    For       For        Management
      ACCOUNTS OF ALCON, INC. AND THE 2007
      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 2007
3     DISCHARGE OF THE MEMBERS OF THE BOARD OF  For       For        Management
      DIRECTORS FOR THE FINANCIAL YEAR 2007
4     ELECTION OF KPMG KLYNVELD PEAT MARWICK    For       For        Management
      GOERDELER SA, ZURICH, AS GROUP AND PARENT
      COMPANY AUDITORS
5     ELECTION OF OBT AG, ZURICH, AS SPECIAL    For       For        Management
      AUDITORS
6     ELECTION TO THE BOARD OF DIRECTORS: PAUL  For       For        Management
      BULCKE
7     ELECTION TO THE BOARD OF DIRECTORS:       For       For        Management
      THOMAS G. PLASKETT
8     ELECTION TO THE BOARD OF DIRECTORS: PAUL  For       For        Management
      POLMAN
9     ELECTION TO THE BOARD OF DIRECTORS: CARY  For       For        Management
      R. RAYMENT
10    ELECTION TO THE BOARD OF DIRECTORS: James For       For        Management
      Singh
11    ELECTION TO THE BOARD OF DIRECTORS: Dr.   For       For        Management
      Daniel Vasella
12    APPROVAL OF SHARE CANCELLATION            For       For        Management


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ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Elizabeth E. Bailey        For       For        Management
2     Elect Director Gerald L. Baliles          For       For        Management
3     Elect Director Dinyar S. Devitre          For       For        Management
4     Elect Director Thomas F. Farrell II       For       For        Management
5     Elect Director Robert E. R. Huntley       For       For        Management
6     Elect Director Thomas W. Jones            For       For        Management
7     Elect Director George Munoz               For       For        Management
8     Elect Director Michael E. Szymanczyk      For       For        Management
9     Ratify Auditors                           For       For        Management
10    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
11    Provide for Cumulative Voting             Against   Against    Shareholder
12    Adopt the Marketing and Advertising       Against   Against    Shareholder
      Provisions of the U.S. Master Settlement
      Agreement Globally
13    Cease Advertising Campaigns Oriented to   Against   Against    Shareholder
      Prevent Youth Smoking
14    Implement the "Two Cigarette"  Marketing  Against   Against    Shareholder
      Approach
15    Adopt Principles for Health Care Reform   Against   Against    Shareholder


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AMERICA MOVIL, S.A.B. DE C.V.

Ticker:       AMX            Security ID:  02364W105
Meeting Date: APR 29, 2008   Meeting Type: Special
Record Date:  MAR 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPOINTMENT OR, AS THE CASE MAY BE,       For       Abstain    Management
      REELECTION OF THE MEMBERS OF THE BOARD OF
      DIRECTORS OF THE COMPANY THAT THE HOLDERS
      OF THE SERIES  L  SHARES ARE ENTITLED TO
      APPOINT. ADOPTION OF RESOLUTIONS THEREON.
2     APPOINTMENT OF DELEGATES TO EXECUTE AND,  For       For        Management
      IF APPLICABLE, FORMALIZE THE RESOLUTIONS
      ADOPTED BY THE MEETING. ADOPTION OF
      RESOLUTIONS THEREON.


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APPLE, INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: MAR 4, 2008    Meeting Type: Annual
Record Date:  JAN 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William V. Campbell        For       For        Management
1.2   Elect Director Millard S. Drexler         For       For        Management
1.3   Elect Director Albert A. Gore, Jr.        For       For        Management
1.4   Elect Director Steven P. Jobs             For       For        Management
1.5   Elect Director Andrea Jung                For       For        Management
1.6   Elect Director Arthur D. Levinson         For       For        Management
1.7   Elect Director Eric E. Schmidt            For       For        Management
1.8   Elect Director Jerome B. York             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
4     Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Sustainability


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BAKER HUGHES INCORPORATED

Ticker:       BHI            Security ID:  057224107
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Larry D. Brady             For       For        Management
1.2   Elect Director Clarence P. Cazalot, Jr.   For       For        Management
1.3   Elect Director Chad C. Deaton             For       For        Management
1.4   Elect Director Edward P. Djerejian        For       For        Management
1.5   Elect Director Anthony G. Fernandes       For       For        Management
1.6   Elect Director Claire W. Gargalli         For       For        Management
1.7   Elect Director Pierre H. Jungels          For       For        Management
1.8   Elect Director James A. Lash              For       For        Management
1.9   Elect Director James F. McCall            For       For        Management
1.10  Elect Director J. Larry Nichols           For       For        Management
1.11  Elect Director H. John Riley, Jr.         For       For        Management
1.12  Elect Director Charles L. Watson          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Other Business                            For       Against    Management


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BROADCOM CORP.

Ticker:       BRCM           Security ID:  111320107
Meeting Date: JUN 19, 2008   Meeting Type: Annual
Record Date:  APR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director George L. Farinsky         For       For        Management
1.2   Elect Director Nancy H. Handel            For       For        Management
1.3   Elect Director Eddy W. Hartenstein        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              For       For        Management
1.8   Elect Director Robert E. Switz            For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Amend Qualified Employee Stock Purchase   For       Against    Management
      Plan
4     Ratify Auditors                           For       For        Management


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CAMERON INTERNATIONAL CORP

Ticker:       CAM            Security ID:  13342B105
Meeting Date: DEC 7, 2007    Meeting Type: Special
Record Date:  NOV 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management


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CAMERON INTERNATIONAL CORP

Ticker:       CAM            Security ID:  13342B105
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter J. Fluor             For       Withhold   Management
1.2   Elect Director Jack B. Moore              For       For        Management
1.3   Elect Director David Ross III             For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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CELGENE CORP.

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 18, 2008   Meeting Type: Annual
Record Date:  APR 22, 2008

#     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       Withhold   Management
1.6   Elect Director Gilla Kaplan               For       For        Management
1.7   Elect Director James J. Loughlin          For       For        Management
1.8   Elect Director Ernest Mario               For       For        Management
1.9   Elect Director Walter L. Robb             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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CHICAGO MERCANTILE EXCHANGE HOLDINGS, INC.

Ticker:       CME            Security ID:  167760107
Meeting Date: JUL 9, 2007    Meeting Type: Special
Record Date:  MAY 29, 2007

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


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 15, 2007   Meeting Type: Annual
Record Date:  SEP 17, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Carol A. Bartz             For       For        Management
2     Elect Director M. Michele Burns           For       For        Management
3     Elect Director Michael D. Capellas        For       For        Management
4     Elect Director Larry R. Carter            For       For        Management
5     Elect Director John T. Chambers           For       For        Management
6     Elect Director Brian L. Halla             For       For        Management
7     Elect Director Dr. John L. Hennessy       For       For        Management
8     Elect Director Richard M. Kovacevich      For       For        Management
9     Elect Director Roderick C. McGeary        For       For        Management
10    Elect Director Michael K. Powell          For       For        Management
11    Elect Director Steven M. West             For       For        Management
12    Elect Director Jerry Yang                 For       For        Management
13    Amend Omnibus Stock Plan                  For       For        Management
14    Approve Executive Incentive Bonus Plan    For       For        Management
15    Ratify Auditors                           For       For        Management
16    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights
17    Pay For Superior Performance              Against   Against    Shareholder
18    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
19    Report on Internet Fragmentation          Against   Against    Shareholder


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CME GROUP INC.

Ticker:       CME            Security ID:  12572Q105
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Craig S. Donohue           For       For        Management
1.2   Elect Director Timothy Bitsberger         For       For        Management
1.3   Elect Director Jackie M.Clegg             For       For        Management
1.4   Elect Director James A. Donaldson         For       For        Management
1.5   Elect Director J. Dennis Hastert          For       For        Management
1.6   Elect Director William P. Miller, II      For       For        Management
1.7   Elect Director Terry L. Savage            For       For        Management
1.8   Elect Director Christopher Stewart        For       For        Management
2     Ratify Auditors                           For       For        Management


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COCA-COLA COMPANY, THE

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 16, 2008   Meeting Type: Annual
Record Date:  FEB 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Herbert A. Allen           For       For        Management
2     Elect Director Ronald W. Allen            For       For        Management
3     Elect Director Cathleen P. Black          For       For        Management
4     Elect Director Barry Diller               For       For        Management
5     Elect Director Alexis M. Herman           For       For        Management
6     Elect Director E. Neville Isdell          For       For        Management
7     Elect Director Muhtar Kent                For       For        Management
8     Elect Director Donald R. Keough           For       For        Management
9     Elect Director Donald F. McHenry          For       For        Management
10    Elect Director Sam Nunn                   For       For        Management
11    Elect Director James D. Robinson III      For       For        Management
12    Elect Director Peter V. Ueberroth         For       For        Management
13    Elect Director Jacob Wallenberg           For       For        Management
14    Elect Director James B. Williams          For       For        Management
15    Ratify Auditors                           For       For        Management
16    Approve Stock Option Plan                 For       For        Management
17    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
18    Require Independent Board Chairman        Against   Against    Shareholder
19    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights


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COLGATE-PALMOLIVE CO.

Ticker:       CL             Security ID:  194162103
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John T. Cahill             For       For        Management
2     Elect Director Jill K. Conway             For       For        Management
3     Elect Director Ian M. Cook                For       For        Management
4     Elect Director Ellen M. Hancock           For       For        Management
5     Elect Director David W. Johnson           For       For        Management
6     Elect Director Richard J. Kogan           For       For        Management
7     Elect Director Delano E. Lewis            For       For        Management
8     Elect Director Reuben Mark                For       For        Management
9     Elect Director J. Pedro Reinhard          For       For        Management
10    Elect Director Stephen I. Sadove          For       For        Management
11    Ratify Auditors                           For       For        Management
12    Increase Authorized Common Stock          For       For        Management


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DEERE & CO.

Ticker:       DE             Security ID:  244199105
Meeting Date: NOV 14, 2007   Meeting Type: Special
Record Date:  SEP 24, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Increase in Common Stock and a    For       For        Management
      Stock Split


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DEERE & CO.

Ticker:       DE             Security ID:  244199105
Meeting Date: FEB 27, 2008   Meeting Type: Annual
Record Date:  DEC 31, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director T. Kevin Dunnigan          For       For        Management
2     Elect Director Charles O. Holliday, Jr.   For       For        Management
3     Elect Director Dipak C. Jain              For       For        Management
4     Elect Director Joachim Milberg            For       For        Management
5     Elect Director Richard B. Myers           For       For        Management
6     Amend Executive Incentive Bonus Plan      For       For        Management
7     Ratify Auditors                           For       For        Management


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EMERSON ELECTRIC CO.

Ticker:       EMR            Security ID:  291011104
Meeting Date: FEB 5, 2008    Meeting Type: Annual
Record Date:  NOV 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director D.N. Farr                  For       For        Management
1.2   Elect Director R.B. Horton                For       For        Management
1.3   Elect Director C.A. Peters                For       For        Management
1.4   Elect Director J.W. Prueher               For       For        Management
2     Ratify Auditors                           For       For        Management


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EOG RESOURCES, INC.

Ticker:       EOG            Security ID:  26875P101
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director George A. Alcorn           For       For        Management
1.2   Elect Director Charles R. Crisp           For       For        Management
1.3   Elect Director Mark G. Papa               For       For        Management
1.4   Elect Director H. Leighton Steward        For       For        Management
1.5   Elect Director Donald F. Textor           For       For        Management
1.6   Elect Director Frank G. Wisner            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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FLUOR CORP.

Ticker:       FLR            Security ID:  343412102
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Ilesanmi Adesida           For       For        Management
2     Elect Director Peter J. Fluor             For       For        Management
3     Elect Director Joseph W. Prueher          For       For        Management
4     Elect Director Suzanne H. Woolsey         For       For        Management
5     Ratify Auditors                           For       For        Management
6     Increase Authorized Common Stock          For       For        Management
7     Approve Omnibus Stock Plan                For       For        Management


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FRANKLIN RESOURCES, INC.

Ticker:       BEN            Security ID:  354613101
Meeting Date: JAN 31, 2008   Meeting Type: Annual
Record Date:  DEC 4, 2007

#     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 Executive Incentive Bonus Plan      For       For        Management


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FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: JUN 5, 2008    Meeting Type: Annual
Record Date:  APR 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard C. Adkerson        For       For        Management
1.2   Elect Director Robert J. Allison, Jr.     For       For        Management
1.3   Elect Director Robert A. Day              For       For        Management
1.4   Elect Director Gerald J. Ford             For       For        Management
1.5   Elect Director H. Devon Graham, Jr.       For       For        Management
1.6   Elect Director J. Bennett Johnston        For       For        Management
1.7   Elect Director Charles C. Krulak          For       For        Management
1.8   Elect Director Bobby Lee Lackey           For       For        Management
1.9   Elect Director Jon C. Madonna             For       For        Management
1.10  Elect Director Dustan E. McCoy            For       For        Management
1.11  Elect Director Gabrielle K. McDonald      For       For        Management
1.12  Elect Director James R. Moffett           For       For        Management
1.13  Elect Director B.M. Rankin, Jr.           For       For        Management
1.14  Elect Director J. Stapleton Roy           For       For        Management
1.15  Elect Director Stephen H. Siegele         For       For        Management
1.16  Elect Director J. Taylor Wharton          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management


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

GENENTECH, INC.

Ticker:       DNA            Security ID:  368710406
Meeting Date: APR 15, 2008   Meeting Type: Annual
Record Date:  FEB 19, 2008

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


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

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 19, 2008

#     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     Increase Authorized Common Stock          For       For        Management


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

GOLDMAN SACHS GROUP, INC., THE

Ticker:       GS             Security ID:  38141G104
Meeting Date: APR 10, 2008   Meeting Type: Annual
Record Date:  FEB 11, 2008

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


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

GOOGLE INC

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 11, 2008

#     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     Adopt Internet Censorship Policies        Against   Against    Shareholder
5     Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights


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

HEWLETT-PACKARD CO.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 19, 2008   Meeting Type: Annual
Record Date:  JAN 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Lawrence T. Babbio, Jr.    For       For        Management
2     Elect Director Sari M. Baldauf            For       For        Management
3     Elect Director Richard A. Hackborn        For       For        Management
4     Elect Director John H. Hammergren         For       For        Management
5     Elect Director Mark V. Hurd               For       For        Management
6     Elect Director Joel Z. Hyatt              For       For        Management
7     Elect Director John R. Joyce              For       For        Management
8     Elect Director Robert L. Ryan             For       For        Management
9     Elect Director Lucille S. Salhany         For       For        Management
10    Elect Director G. Kennedy Thompson        For       For        Management
11    Ratify Auditors                           For       For        Management


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

HILTON HOTELS CORP.

Ticker:       HLT            Security ID:  432848109
Meeting Date: SEP 18, 2007   Meeting Type: Special
Record Date:  AUG 6, 2007

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


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

HOLOGIC, INC.

Ticker:       HOLX           Security ID:  436440101
Meeting Date: MAR 11, 2008   Meeting Type: Annual
Record Date:  JAN 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John W. Cumming            For       For        Management
1.2   Elect Director Patrick J. Sullivan        For       For        Management
1.3   Elect Director David R. LaVance, Jr.      For       For        Management
1.4   Elect Director Nancy L. Leaming           For       For        Management
1.5   Elect Director Lawrence M. Levy           For       For        Management
1.6   Elect Director Glenn P. Muir              For       For        Management
1.7   Elect Director Elaine S. Ullian           For       For        Management
1.8   Elect Director Daniel J. Levangie         For       For        Management
1.9   Elect Director Sally W. Crawford          For       For        Management
1.10  Elect Director C. William McDaniel        For       For        Management
1.11  Elect Director Wayne Wilson               For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
4     Approve Omnibus Stock Plan                For       For        Management
5     Adjourn Meeting                           For       Against    Management


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

HONEYWELL INTERNATIONAL, INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 28, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Gordon M. Bethune          For       For        Management
2     Elect Director Jaime Chico Pardo          For       For        Management
3     Elect Director David M. Cote              For       For        Management
4     Elect Director D. Scott Davis             For       For        Management
5     Elect Director Linnet F. Deily            For       For        Management
6     Elect Director Clive R. Hollick           For       For        Management
7     Elect Director Bradley T. Sheares         For       For        Management
8     Elect Director Eric K. Shinseki           For       For        Management
9     Elect Director John R. Stafford           For       For        Management
10    Elect Director Michael W. Wright          For       For        Management
11    Ratify Auditors                           For       For        Management
12    Provide the Right to Call Special Meeting For       For        Management
13    Pay For Superior Performance              Against   Against    Shareholder


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

KOHL'S CORP.

Ticker:       KSS            Security ID:  500255104
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  MAR 5, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Steven A. Burd             For       For        Management
2     Elect Director Wayne Embry                For       For        Management
3     Elect Director John F. Herma              For       For        Management
4     Elect Director William S. Kellogg         For       For        Management
5     Elect Director Kevin Mansell              For       For        Management
6     Elect Director R. Lawrence Montgomery     For       For        Management
7     Elect Director Frank V. Sica              For       For        Management
8     Elect Director Peter M. Sommerhauser      For       For        Management
9     Elect Director Stephanie A. Streeter      For       For        Management
10    Elect Director Stephen E. Watson          For       For        Management
11    Ratify Auditors                           For       For        Management
12    Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
13    Pay For Superior Performance              Against   Against    Shareholder


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

LEGG MASON, INC.

Ticker:       LM             Security ID:  524901105
Meeting Date: JUL 19, 2007   Meeting Type: Annual
Record Date:  MAY 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Harold L. Adams                     For       For        Management
1.2   Elect Raymond A. Mason                    For       For        Management
1.3   Elect Margaret Milner Richardson          For       For        Management
1.4   Elect Kurt L. Schmoke                     For       For        Management
1.5   Elect Robert E. Angelica                  For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management
5     Separate Chairman and CEO Positions       Against   For        Shareholder


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

LEHMAN BROTHERS HOLDINGS INC.

Ticker:       LEH            Security ID:  524908100
Meeting Date: APR 15, 2008   Meeting Type: Annual
Record Date:  FEB 15, 2008

#     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 Jerry A. Grundhofer        For       For        Management
9     Elect Director Roland A. Hernandez        For       For        Management
10    Elect Director Henry Kaufman              For       For        Management
11    Elect Director John D. Macomber           For       For        Management
12    Ratify Auditors                           For       For        Management
13    Amend Omnibus Stock Plan                  For       For        Management
14    Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan
15    Publish Political Contributions           Against   Against    Shareholder
16    Prepare an Environmental Sustainability   Against   Against    Shareholder
      Report


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

MCDONALD'S CORP.

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Ralph Alvarez              For       For        Management
2     Elect Director Susan E. Arnold            For       For        Management
3     Elect Director Richard H. Lenny           For       For        Management
4     Elect Director Cary D. McMillan           For       For        Management
5     Elect Director Sheila A. Penrose          For       For        Management
6     Elect Director James A. Skinner           For       For        Management
7     Ratify Auditors                           For       For        Management


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

MEDCO HEALTH SOLUTIONS, INC.

Ticker:       MHS            Security ID:  58405U102
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John L. Cassis             For       For        Management
2     Elect Director Michael Goldstein          For       For        Management
3     Elect Director Blenda J. Wilson           For       For        Management
4     Ratify Auditors                           For       For        Management
5     Increase Authorized Common Stock          For       For        Management
6     Limit Executive Compensation              Against   Against    Shareholder


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

MEMC ELECTRONIC MATERIALS, INC.

Ticker:       WFR            Security ID:  552715104
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter Blackmore            For       For        Management
1.2   Elect Director Nabeel Gareeb              For       For        Management
1.3   Elect Director Marshall Turner            For       For        Management
2     Ratify Auditors                           For       For        Management


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

MONSANTO CO.

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 16, 2008   Meeting Type: Annual
Record Date:  NOV 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John W. Bachmann           For       For        Management
1.2   Elect Director William U. Parfet          For       For        Management
1.3   Elect Director George H. Poste            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   Against    Shareholder
4     Amend Bylaws to Not Indemnify Directors   Against   Against    Shareholder
      for Social and Environmental Liabilities


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

NETWORK APPLIANCE, INC.

Ticker:       NTAP           Security ID:  64120L104
Meeting Date: SEP 19, 2007   Meeting Type: Annual
Record Date:  JUL 23, 2007

#     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     Approve Executive Incentive Bonus Plan    For       For        Management
6     Ratify Auditors                           For       For        Management


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

NOKIA CORP.

Ticker:       NOK            Security ID:  654902204
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ANNUAL ACCOUNTS           For       For        Management
2     APPROVAL OF THE DISTRIBUTION OF THE       For       For        Management
      PROFIT FOR THE YEAR, PAYMENT OF DIVIDEND
3     APPROVAL OF THE DISCHARGE OF THE          For       For        Management
      CHAIRMAN, THE MEMBERS OF THE BOARD OF
      DIRECTORS, AND THE PRESIDENT, FROM
      LIABILITY
4     APPROVAL OF THE REMUNERATION TO THE       For       For        Management
      MEMBERS OF THE BOARD OF DIRECTORS
5     APPROVAL OF THE NUMBER OF THE MEMBERS OF  For       For        Management
      THE BOARD OF DIRECTORS
6.1   Elect Director Georg Ehrnrooth            For       For        Management
6.2   Elect Director Lalita D. Gupte            For       For        Management
6.3   Elect Director Bengt Holmstrom            For       For        Management
6.4   Elect Director Henning Kagermann          For       For        Management
6.5   Elect Director Olli-Pekka Kallasvuo       For       For        Management
6.6   Elect Director Per Karlsson               For       For        Management
6.7   Elect Director Jorma Ollila               For       For        Management
6.8   Elect Director Marjorie Scardino          For       For        Management
6.9   Elect Director Risto Siilasmaa            For       For        Management
6.10  Elect Director Keijo Suila                For       For        Management
7     APPROVAL OF THE AUDITOR REMUNERATION      For       For        Management
8     APPROVAL OF THE RE-ELECTION OF            For       For        Management
      PRICEWATERHOUSECOOPERS OY AS THE AUDITORS
      FOR FISCAL YEAR 2008
9     APPROVAL OF THE AUTHORIZATION TO THE      For       For        Management
      BOARD OF DIRECTORS TO RESOLVE TO
      REPURCHASE NOKIA SHARES
10    MARK THE  FOR  BOX IF YOU WISH TO         None      Against    Management
      INSTRUCT NOKIA'S LEGAL COUNSELS TO VOTE
      IN THEIR DISCRETION ON YOUR BEHALF ONLY
      UPON ITEM 10


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

NVIDIA CORPORATION

Ticker:       NVDA           Security ID:  67066G104
Meeting Date: JUN 19, 2008   Meeting Type: Annual
Record Date:  APR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Steven Chu, Ph.D.          For       For        Management
2     Elect Director Harvey C. Jones            For       For        Management
3     Elect Director William J. Miller          For       For        Management
4     Increase Authorized Common Stock          For       For        Management
5     Ratify Auditors                           For       For        Management


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

NYSE EURONEXT

Ticker:       NYX            Security ID:  629491101
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 20, 2008

#     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 William E. Ford            For       For        Management
1.5   Elect Director Sylvain Hefes              For       For        Management
1.6   Elect Director Jan-Michiel Hessels        For       For        Management
1.7   Elect Director Dominique Hoenn            For       For        Management
1.8   Elect Director Shirley Ann Jackson        For       For        Management
1.9   Elect Director James S. McDonald          For       For        Management
1.10  Elect Director Duncan McFarland           For       For        Management
1.11  Elect Director James J. McNulty           For       For        Management
1.12  Elect Director Duncan L. Niederauer       For       For        Management
1.13  Elect Director Baron Jean Peterbroeck     For       For        Management
1.14  Elect Director Alice M. Rivlin            For       For        Management
1.15  Elect Director Ricardo Salgado            For       For        Management
1.16  Elect Director Jean-Francois Theodore     For       For        Management
1.17  Elect Director Rijnhard van Tets          For       For        Management
1.18  Elect Director Sir Brian Williamson       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Approve Issuance of Stock Certificate of  Against   Against    Shareholder
      Ownership of NYSE Euronext


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director I.M. Cook                  For       For        Management
2     Elect Director D. Dublon                  For       For        Management
3     Elect Director V.J. Dzau                  For       For        Management
4     Elect Director R.L. Hunt                  For       For        Management
5     Elect Director A. Ibarguen                For       For        Management
6     Elect Director A.C. Martinez              For       For        Management
7     Elect Director I.K. Nooyi                 For       For        Management
8     Elect Director S.P. Rockefeller           For       For        Management
9     Elect Director J.J. Schiro                For       For        Management
10    Elect Director L.G. Trotter               For       For        Management
11    Elect Director D.Vasella                  For       For        Management
12    Elect Director M.D. White                 For       For        Management
13    Ratify Auditors                           For       For        Management
14    Report on Recycling                       Against   Against    Shareholder
15    Report on Genetically Engineered Products Against   Against    Shareholder
16    Report on Human Rights Policies Relating  Against   Against    Shareholder
      to Water Use
17    Report on Global Warming                  Against   Against    Shareholder
18    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

PROCTER & GAMBLE COMPANY, THE

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 9, 2007    Meeting Type: Annual
Record Date:  AUG 10, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Rajat K. Gupta             For       For        Management
1.2   Elect Director A. G. Lafley               For       For        Management
1.3   Elect Director Lynn M. Martin             For       For        Management
1.4   Elect Director Johnathan A. Rodgers       For       For        Management
1.5   Elect Director John F. Smith, Jr.         For       For        Management
1.6   Elect Director Ralph Snyderman, M.D.      For       For        Management
1.7   Elect Director Margaret C. Whitman        For       For        Management
2     Ratify Auditor                            For       For        Management
3     Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
4     Report on Free Enterprise Initiatives     Against   Against    Shareholder
5     Report on Animal Welfare                  Against   Against    Shareholder


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

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 9, 2008    Meeting Type: Annual
Record Date:  FEB 20, 2008

#     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
2     ADOPTION AND APPROVAL OF FINANCIALS AND   For       For        Management
      DIVIDENDS
3     APPROVAL OF ADOPTION OF THE SCHLUMBERGER  For       For        Management
      2008 STOCK INCENTIVE PLAN
4     APPROVAL OF INDEPENDENT REGISTERED PUBLIC For       For        Management
      ACCOUNTING FIRM


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

SPIRIT AEROSYSTEMS HOLDINGS, INC

Ticker:       SPR            Security ID:  848574109
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles L. Chadwell       For       For        Management
1.2   Elect  Director Ivor Evans                For       For        Management
1.3   Elect  Director Paul Fulchino             For       For        Management
1.4   Elect  Director Richard Gephardt          For       For        Management
1.5   Elect  Director Robert Johnson            For       For        Management
1.6   Elect  Director Ronald Kadish             For       For        Management
1.7   Elect  Director Francis Raborn            For       For        Management
1.8   Elect  Director Jeffrey L. Turner         For       For        Management
1.9   Elect  Director James L. Welch            For       For        Management
1.10  Elect  Director Nigel Wright              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Restricted Stock Plan               For       For        Management
4     Ratify Auditors                           For       For        Management


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Roxanne S. Austin          For       For        Management
2     Elect Director James A. Johnson           For       For        Management
3     Elect Director Mary E. Minnick            For       For        Management
4     Elect Director Derica W. Rice             For       For        Management
5     Ratify Auditors                           For       For        Management


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

TEVA PHARMACEUTICAL INDUSTRIES LTD.

Ticker:       TEVA           Security ID:  881624209
Meeting Date: JUL 17, 2007   Meeting Type: Annual
Record Date:  JUN 11, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE AND DISCUSS THE COMPANY S      For       For        Management
      CONSOLIDATED BALANCE SHEET, ALL AS MORE
      FULLY DESCRIBED IN THE PROXY STATEMENT.
2     TO APPROVE THE BOARD OF DIRECTORS         For       For        Management
      RECOMMENDATION THAT THE CASH DIVIDEND FOR
      THE YEAR ENDED DECEMBER 31, 2006, WHICH
      WAS PAID IN FOUR INSTALLMENTS AND
      AGGREGATED NIS 1.36 (APPROXIMATELY
      US$0.31) PER ORDINARY SHARE (OR ADR), BE
      DECLARED FINAL.
3     TO ELECT ABRAHAM E. COHEN AS A DIRECTOR.  For       For        Management
4     TO ELECT PROF. ROGER D. KORNBERG AS A     For       For        Management
      DIRECTOR
5     TO ELECT PROF. MOSHE MANY AS A DIRECTOR.  For       For        Management
6     TO ELECT DAN PROPPER AS A DIRECTOR.       For       For        Management
7     TO APPROVE THE PURCHASE OF DIRECTORS  AND For       For        Management
      OFFICERS  LIABILITY INSURANCE FOR THE
      DIRECTORS AND OFFICERS OF THE COMPANY AND
      ITS SUBSIDIARIES, ALL AS FULLY DESCRIBED
      IN THE PROXY STATEMENT.
8     TO APPOINT KESSELMAN & KESSELMAN, A       For       For        Management
      MEMBER OF PRICEWATERHOUSECOOPERS
      INTERNATIONAL LTD., AS THE COMPANY S
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM UNTIL THE 2008 ANNUAL MEETING OF
      SHAREHOLDERS AND TO AUTHORIZE THE AUDIT
      COMMITTEE TO DETERMINE THEIR


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

TEVA PHARMACEUTICAL INDUSTRIES LTD.

Ticker:       TEVA           Security ID:  881624209
Meeting Date: JUN 29, 2008   Meeting Type: Annual
Record Date:  MAY 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of NIS 1.60 Per    For       For        Management
      Share
3     Elect Eli Hurvitz as Director             For       For        Management
4     Elect Ruth Cheshin as Director            For       For        Management
5     Elect Harold Snyder as Director           For       For        Management
6     Elect Joseph (Yosi) Nitzani as Director   For       For        Management
7     Elect Ory Slonim as Director              For       For        Management
8     Appoint Leora (Rubin) Meridor as External For       For        Management
      Director
9     Approve Director/Officer Liability and    For       For        Management
      Indemnification Insurance
10    Approve Remuneration of Directors         For       For        Management
11    Approve Employee Stock Purchase Plan      For       For        Management
12    Approve Kesselman & Kesselman as Auditors For       For        Management
      and Authorize Board to Fix Their
      Remuneration


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

TEXTRON INC.

Ticker:       TXT            Security ID:  883203101
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Paul E. Gagne              For       For        Management
2     Elect Director Dain M. Hancock            For       For        Management
3     Elect Director Lloyd G. Trotter           For       For        Management
4     Elect Director Thomas B. Wheeler          For       For        Management
5     Ratify Auditors                           For       For        Management
6     Report on Foreign Military Sales          Against   Against    Shareholder
7     Adopt Anti Gross-up Policy                Against   Against    Shareholder


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

VMWARE INC

Ticker:       VMW            Security ID:  928563402
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Renee J. James             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 6, 2008    Meeting Type: Annual
Record Date:  APR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Aida M. Alvarez            For       For        Management
2     Elect Director James W. Breyer            For       For        Management
3     Elect Director M. Michele Burns           For       For        Management
4     Elect Director James I. Cash, Jr.         For       For        Management
5     Elect Director Roger C. Corbett           For       For        Management
6     Elect Director Douglas N. Daft            For       For        Management
7     Elect Director David D. Glass             For       For        Management
8     Elect Director Gregory B. Penner          For       For        Management
9     Elect Director Allen I. Questrom          For       For        Management
10    Elect Director H. Lee Scott, Jr.          For       For        Management
11    Elect Director Arne M. Sorenson           For       For        Management
12    Elect Director Jim C. Walton              For       For        Management
13    Elect Director S. Robson Walton           For       For        Management
14    Elect Director Christopher J. Williams    For       For        Management
15    Elect Director Linda S. Wolf              For       For        Management
16    Approve Executive Incentive Bonus Plan    For       For        Management
17    Ratify Auditors                           For       For        Management
18    Amend EEO Policy to Prohibit              Against   For        Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
19    Pay For Superior Performance              Against   Against    Shareholder
20    Claw-back of Payments under Restatements  Against   Against    Shareholder
21    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights
22    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
23    Report on Political Contributions         Against   Against    Shareholder
24    Report on Social and Reputation Impact of Against   Against    Shareholder
      Failure to Comply with ILO Conventions
25    Amend Articles/Bylaws/Charter -- Call     Against   Against    Shareholder
      Special Meetings


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

WELLPOINT INC

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Angela F. Braly            For       For        Management
1.2   Elect Director William H.T. Bush          For       For        Management
1.3   Elect Director Warren Y. Jobe             For       For        Management
1.4   Elect Director William G. Mays            For       For        Management
1.5   Elect Director Senator D.W. Riegle, Jr    For       For        Management
1.6   Elect Director William J. Ryan            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

WM. WRIGLEY JR. CO.

Ticker:       WWY            Security ID:  982526105
Meeting Date: MAR 12, 2008   Meeting Type: Annual
Record Date:  JAN 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John Rau                   For       For        Management
2     Elect Director Richard K. Smucker         For       For        Management
3     Elect Director William Wrigley, Jr.       For       For        Management
4     Ratify Auditors                           For       For        Management


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

YUM BRANDS, INC.

Ticker:       YUM            Security ID:  988498101
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David W. Dorman            For       For        Management
1.2   Elect Director Massimo Ferragamo          For       For        Management
1.3   Elect Director J. David Grissom           For       For        Management
1.4   Elect Director Bonnie G. Hill             For       For        Management
1.5   Elect Director Robert Holland, Jr.        For       For        Management
1.6   Elect Director Kenneth G. Langone         For       For        Management
1.7   Elect Director Jonathan S. Linen          For       For        Management
1.8   Elect Director Thomas C. Nelson           For       For        Management
1.9   Elect Director David C. Novak             For       For        Management
1.10  Elect Director Thomas M. Ryan             For       For        Management
1.11  Elect Director Jing-Shyh S. Su            For       For        Management
1.12  Elect Director Jackie Trujillo            For       For        Management
1.13  Elect Director Robert D. Walter           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
4     Amend Omnibus Stock Plan                  For       For        Management
5     Adopt MacBride Principles                 Against   Against    Shareholder
6     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
7     Report on Sustainability and Food Safety  Against   Against    Shareholder
      in the Supply Chain
8     Report on Animal Welfare Policies         Against   Against    Shareholder
========== 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 29, 2008


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