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
                               901 K Street, N.W.
                             Washington, D.C. 20001

                        Date of fiscal year end: July 31

             Date of reporting period: July 1, 2011 - June 30, 2012



Item 1.  Proxy Voting Record.

******************************** FORM N-PX REPORT *****************************

ICA File Number: 811-06730
Reporting Period: 07/01/2011 - 06/30/2012
AllianceBernstein Large Cap Growth Fund, Inc.









================ AllianceBernstein Large Cap Growth Fund, Inc. =================


ACCENTURE PLC

Ticker:       CSA            Security ID:  G1151C101
Meeting Date: FEB 09, 2012   Meeting Type: Annual
Record Date:  DEC 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Reelect Dina Dublon as a Director       For       For          Management
3     Reelect William D. Green as a Director  For       For          Management
4     Reelect Nobuyuki Idei as a Director     For       For          Management
5     Reelect Marjorie Magner as a Director   For       For          Management
6     Approve Auditors and Authorize Board    For       For          Management
      to Fix Their  Remuneration
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
8     Declassify the Board of Directors       For       For          Management
9     Authorize the Holding of the 2013 AGM   For       For          Management
      at a Location Outside Ireland
10    Authorize Open-Market Purchases of      For       For          Management
      Class A Ordinary Shares
11    Determine the Price Range at which      For       For          Management
      Accenture Plc can Re-issue Shares that
      it Acquires as Treasury Stock


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ALLERGAN, INC.

Ticker:       AGN            Security ID:  018490102
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David E.I. Pyott         For       For          Management
2     Elect Director Herbert W. Boyer, Ph.D.  For       For          Management
3     Elect Director Deborah Dunsire, M.D.    For       For          Management
4     Elect Director Michael R. Gallagher     For       For          Management
5     Elect Director Dawn Hudson              For       For          Management
6     Elect Director Robert A. Ingram         For       For          Management
7     Elect Director Trevor M. Jones, Ph.D.   For       For          Management
8     Elect Director Louis J. Lavigne, Jr.    For       For          Management
9     Elect Director Russell T. Ray           For       For          Management
10    Elect Director Stephen J. Ryan, M.D.    For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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AMAZON.COM, INC.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jeffrey P. Bezos         For       For          Management
2     Elect Director Tom A. Alberg            For       For          Management
3     Elect Director John Seely Brown         For       For          Management
4     Elect Director William B. Gordon        For       For          Management
5     Elect Director Jamie S. Gorelick        For       For          Management
6     Elect Director Blake G. Krikorian       For       For          Management
7     Elect Director Alain Monie              For       For          Management
8     Elect Director Jonathan J. Rubinstein   For       For          Management
9     Elect Director Thomas O. Ryder          For       For          Management
10    Elect Director Patricia Q. Stonesifer   For       For          Management
11    Ratify Auditors                         For       For          Management
12    Amend Omnibus Stock Plan                For       Against      Management
13    Report on Climate Change                Against   For          Shareholder
14    Report on Political Contributions       Against   For          Shareholder


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AMETEK, INC.

Ticker:       AME            Security ID:  031100100
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James R. Malone          For       For          Management
1.2   Elect Director Elizabeth R. Varet       For       For          Management
1.3   Elect Director Dennis K. Williams       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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ANADARKO PETROLEUM CORPORATION

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Kevin P. Chilton         For       For          Management
2     Elect Director Luke R. Corbett          For       For          Management
3     Elect Director H. Paulett Eberhart      For       For          Management
4     Elect Director Peter J. Fluor           For       For          Management
5     Elect Director Richard L. George        For       For          Management
6     Elect Director Preston M. Geren, III    For       For          Management
7     Elect Director Charles W. Goodyear      For       For          Management
8     Elect Director John R. Gordon           For       For          Management
9     Elect Director James T. Hackett         For       For          Management
10    Elect Director Eric D. Mullins          For       For          Management
11    Elect Director Paula Rosput Reynolds    For       For          Management
12    Elect Director R. A. Walker             For       For          Management
13    Ratify Auditors                         For       For          Management
14    Approve Omnibus Stock Plan              For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Require Independent Board Chairman      Against   Against      Shareholder
17    Amend EEO Policy to Prohibit            Against   Abstain      Shareholder
      Discrimination based on Gender Identity
18    Pro-rata Vesting of Equity Awards       Against   For          Shareholder
19    Report on Political Contributions       Against   For          Shareholder


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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 23, 2012   Meeting Type: Annual
Record Date:  DEC 27, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William V. Campbell      For       For          Management
1.2   Elect Director Timothy D. Cook          For       For          Management
1.3   Elect Director Millard S. Drexler       For       For          Management
1.4   Elect Director Al Gore                  For       For          Management
1.5   Elect Director Robert A. Iger           For       For          Management
1.6   Elect Director Andrea Jung              For       For          Management
1.7   Elect Director Arthur D. Levinson       For       For          Management
1.8   Elect Director Ronald D. Sugar          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Prepare Conflict of Interest Report     Against   Against      Shareholder
5     Advisory Vote to Ratify Directors'      Against   Against      Shareholder
      Compensation
6     Report on Political Contributions       Against   Against      Shareholder
7     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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BORGWARNER INC.

Ticker:       BWA            Security ID:  099724106
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Phyllis O. Bonanno       For       For          Management
2     Elect Director Alexis P. Michas         For       For          Management
3     Elect Director Richard O. Schaum        For       For          Management
4     Elect Director Thomas T. Stallkamp      For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors


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BROADCOM CORPORATION

Ticker:       BRCM           Security ID:  111320107
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Finocchio, Jr. For       For          Management
1.2   Elect Director Nancy H. Handel          For       For          Management
1.3   Elect Director Eddy W. Hartenstein      For       Withhold     Management
1.4   Elect Director Maria Klawe              For       For          Management
1.5   Elect Director John E. Major            For       Withhold     Management
1.6   Elect Director Scott A. McGregor        For       For          Management
1.7   Elect Director William T. Morrow        For       Withhold     Management
1.8   Elect Director Henry Samueli            For       For          Management
1.9   Elect Director Robert E. Switz          For       For          Management
2     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
3     Approve Omnibus Stock Plan              For       For          Management
4     Ratify Auditors                         For       For          Management


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CBRE GROUP, INC.

Ticker:       CBG            Security ID:  12504L109
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard C. Blum          For       For          Management
1.2   Elect Director Curtis F. Feeny          For       For          Management
1.3   Elect Director Bradford M. Freeman      For       For          Management
1.4   Elect Director Michael Kantor           For       For          Management
1.5   Elect Director Frederic V. Malek        For       For          Management
1.6   Elect Director Jane J. Su               For       For          Management
1.7   Elect Director Laura D. Tyson           For       For          Management
1.8   Elect Director Brett White              For       For          Management
1.9   Elect Director Gary L. Wilson           For       For          Management
1.10  Elect Director Ray Wirta                For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management


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

CITRIX SYSTEMS, INC.

Ticker:       CTXS           Security ID:  177376100
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Thomas F. Bogan          For       For          Management
2     Elect Director Nanci E. Caldwell        For       For          Management
3     Elect Director Gary E. Morin            For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

Ticker:       CTSH           Security ID:  192446102
Meeting Date: JUN 05, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Francisco D'Souza        For       For          Management
2     Elect Director John N. Fox, Jr.         For       For          Management
3     Elect Director Thomas M. Wendel         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Provide Right to Call Special Meeting   For       For          Management
6     Ratify Auditors                         For       For          Management
7     Declassify the Board of Directors       Against   For          Shareholder


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COMCAST CORPORATION

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth J. Bacon         For       For          Management
1.2   Elect Director Sheldon M. Bonovitz      For       For          Management
1.3   Elect Director Joseph J. Collins        For       Withhold     Management
1.4   Elect Director J. Michael Cook          For       For          Management
1.5   Elect Director Gerald L. Hassell        For       Withhold     Management
1.6   Elect Director Jeffrey A. Honickman     For       For          Management
1.7   Elect Director Eduardo G. Mestre        For       For          Management
1.8   Elect Director Brian L. Roberts         For       For          Management
1.9   Elect Director Ralph J. Roberts         For       For          Management
1.10  Elect Director Johnathan A. Rodgers     For       For          Management
1.11  Elect Director Judith Rodin             For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan
5     Restore or Provide for Cumulative       Against   For          Shareholder
      Voting
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Stock Retention/Holding Period          Against   Against      Shareholder
8     Submit Shareholder Rights Plan (Poison  Against   For          Shareholder
      Pill) to Shareholder Vote


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COVIDIEN PUBLIC LIMITED COMPANY

Ticker:       COV            Security ID:  G2554F113
Meeting Date: MAR 13, 2012   Meeting Type: Annual
Record Date:  JAN 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jose E. Almeida          For       For          Management
2     Elect Director Craig Arnold             For       For          Management
3     Elect Director Robert H. Brust          For       For          Management
4     Elect Director John M. Connors, Jr      For       For          Management
5     Elect Director Christopher J. Coughlin  For       For          Management
6     Elect Director Timothy M. Donahue       For       For          Management
7     Elect Director  Randall J. Hogan, III   For       For          Management
8     Elect Director Martin D. Madaus         For       For          Management
9     Elect Director  Dennis H. Reilley       For       For          Management
10    Elect Director Joseph A. Zaccagnino     For       For          Management
11    Approve Auditors and Authorize Board    For       For          Management
      to Fix Their  Remuneration
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Authorize Open-Market Purchases of      For       For          Management
      Ordinary Shares
14    Authorize the Price Range at which the  For       For          Management
      Company can Reissue Shares that it
      holds as Treasury Shares
15    Amend Articles of Association to        For       For          Management
      Provide for Escheatment under U.S. Law
16    Amend Articles of Association to Allow  For       For          Management
      Board to Declare Non-Cash Dividends


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DANAHER CORPORATION

Ticker:       DHR            Security ID:  235851102
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mortimer M. Caplin       For       For          Management
2     Elect Director Donald J. Ehrlich        For       For          Management
3     Elect Director Linda P. Hefner          For       For          Management
4     Elect Director Teri List-Stoll          For       For          Management
5     Elect Director Walter G. Lohr, Jr.      For       For          Management
6     Ratify Auditors                         For       For          Management
7     Increase Authorized Common Stock        For       For          Management
8     Amend Executive Incentive Bonus Plan    For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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DOLLAR GENERAL CORPORATION

Ticker:       DG             Security ID:  256677105
Meeting Date: JUN 01, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Raj Agrawal              For       Withhold     Management
1.2   Elect Director Warren F. Bryant         For       For          Management
1.3   Elect Director Michael M. Calbert       For       Withhold     Management
1.4   Elect Director Richard W. Dreiling      For       Withhold     Management
1.5   Elect Director Adrian Jones             For       Withhold     Management
1.6   Elect Director William C. Rhodes, III   For       For          Management
1.7   Elect Director David B. Rickard         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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EMC CORPORATION

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Michael W. Brown         For       For          Management
2     Elect Director Randolph L. Cowen        For       For          Management
3     Elect Director Gail Deegan              For       For          Management
4     Elect Director James S. DiStasio        For       For          Management
5     Elect Director John R. Egan             For       For          Management
6     Elect Director Edmund F. Kelly          For       For          Management
7     Elect Director Windle B. Priem          For       For          Management
8     Elect Director Paul Sagan               For       For          Management
9     Elect Director David N. Strohm          For       For          Management
10    Elect Director Joseph M. Tucci          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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EOG RESOURCES, INC.

Ticker:       EOG            Security ID:  26875P101
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director George A. Alcorn         For       For          Management
2     Elect Director Charles R. Crisp         For       For          Management
3     Elect Director James C. Day             For       For          Management
4     Elect Director Mark G. Papa             For       For          Management
5     Elect Director H. Leighton Steward      For       For          Management
6     Elect Director Donald F. Textor         For       For          Management
7     Elect Director Frank G. Wisner          For       For          Management
8     Ratify Auditors                         For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
10    Pro-rata Vesting of Equity Awards       Against   For          Shareholder
11    Adopt Retention Ratio for Executives    Against   Against      Shareholder


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EXPRESS SCRIPTS HOLDING COMPANY

Ticker:       ESRX           Security ID:  30219G108
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gary G. Benanav          For       For          Management
2     Elect Director Maura C. Breen           For       For          Management
3     Elect Director William J. Delaney       For       For          Management
4     Elect Director Nicholas J. Lahowchic    For       For          Management
5     Elect Director Thomas P. Mac Mahon      For       For          Management
6     Elect Director Frank Mergenthaler       For       For          Management
7     Elect Director Woodrow A. Myers, Jr.    For       For          Management
8     Elect Director John O. Parker, Jr.      For       For          Management
9     Election Of Director: George Paz        For       For          Management
10    Election Of Director: Myrtle S. Potter  For       For          Management
11    Elect Director William L. Roper         For       For          Management
12    Elect Director Samuel K. Skinner        For       For          Management
13    Elect Director Seymour Sternberg        For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Report on Political Contributions       Against   For          Shareholder
17    Provide Right to Act by Written Consent Against   For          Shareholder


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EXPRESS SCRIPTS, INC.

Ticker:       ESRX           Security ID:  302182100
Meeting Date: DEC 21, 2011   Meeting Type: Special
Record Date:  NOV 04, 2011

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


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FLOWSERVE CORPORATION

Ticker:       FLS            Security ID:  34354P105
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark A. Blinn            For       For          Management
1.2   Elect Director Roger L. Fix             For       For          Management
1.3   Elect Director David E. Roberts         For       For          Management
1.4   Elect Director James O. Rollans         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Declassify the Board of Directors       For       For          Management
4     Provide Right to Call Special Meeting   For       For          Management
5     Ratify Auditors                         For       For          Management


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FMC TECHNOLOGIES, INC.

Ticker:       FTI            Security ID:  30249U101
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mike R. Bowlin           For       For          Management
2     Elect Director Philip J. Burguieres     For       For          Management
3     Elect Director Edward J. Mooney         For       For          Management
4     Elect Director James M. Ringler         For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Declassify the Board of Directors       For       For          Management


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FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: JUN 14, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     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 Charles C. Krulak        For       For          Management
1.7   Elect Director Bobby Lee Lackey         For       For          Management
1.8   Elect Director Jon C. Madonna           For       For          Management
1.9   Elect Director Dustan E. McCoy          For       For          Management
1.10  Elect Director James R. Moffett         For       For          Management
1.11  Elect Director B. M. Rankin, Jr.        For       For          Management
1.12  Elect Director Stephen H. Siegele       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Request Director Nominee with           Against   For          Shareholder
      Environmental Qualifications


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GENERAL MILLS, INC.

Ticker:       GIS            Security ID:  370334104
Meeting Date: SEP 26, 2011   Meeting Type: Annual
Record Date:  JUL 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Bradbury H. Anderson     For       For          Management
2     Elect Director R. Kerry Clark           For       For          Management
3     Elect Director Paul Danos               For       For          Management
4     Elect Director William T. Esrey         For       For          Management
5     Elect Director Raymond V. Gilmartin     For       For          Management
6     Elect Director Judith Richards Hope     For       For          Management
7     Elect Director Heidi G. Miller          For       For          Management
8     Elect Director Hilda Ochoa-Brillembourg For       For          Management
9     Elect Director Steve Odland             For       For          Management
10    Elect Director Kendall J. Powell        For       For          Management
11    Elect Director Michael D. Rose          For       For          Management
12    Elect Director Robert L. Ryan           For       For          Management
13    Elect Director Dorothy A. Terrell       For       For          Management
14    Approve Omnibus Stock Plan              For       For          Management
15    Approve Non-Employee Director Omnibus   For       For          Management
      Stock Plan
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
18    Ratify Auditors                         For       For          Management


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GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Cogan            For       For          Management
1.2   Elect Director Etienne F. Davignon      For       For          Management
1.3   Elect Director James M. Denny           For       For          Management
1.4   Elect Director Carla A. Hills           For       For          Management
1.5   Elect Director Kevin E. Lofton          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 G. Moore        For       For          Management
1.10  Elect Director Richard J. Whitley       For       For          Management
1.11  Elect Director Gayle E. Wilson          For       For          Management
1.12  Elect Director Per Wold-Olsen           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   For          Shareholder
5     Submit Shareholder Rights Plan (Poison  Against   For          Shareholder
      Pill) to Shareholder Vote


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GOODRICH CORPORATION

Ticker:       GR             Security ID:  382388106
Meeting Date: MAR 13, 2012   Meeting Type: Special
Record Date:  FEB 06, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Advisory Vote on Golden Parachutes      For       For          Management
3     Adjourn Meeting                         For       For          Management


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GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: JUN 21, 2012   Meeting Type: Annual
Record Date:  APR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Larry Page               For       For          Management
1.2   Elect Director Sergey Brin              For       For          Management
1.3   Elect Director Eric E. Schmidt          For       For          Management
1.4   Elect Director L. John Doerr            For       For          Management
1.5   Elect Director Diane B. Greene          For       For          Management
1.6   Elect Director John L. Hennessy         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     Authorize a New Class of Common Stock   For       Against      Management
4     Increase Authorized Common Stock        For       Against      Management
5     Amend Charter to Provide For Class A    For       For          Management
      Common Holders to Receive Equal
      Consideration as Class B Common
      Holders in event of any Merger,
      Consolidation or Business Combination
6     Approve Omnibus Stock Plan              For       Against      Management
7     Approve Omnibus Stock Plan              For       Against      Management
8     Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote
9     Amend Articles Regarding Arbitration    Against   Against      Shareholder
      of Shareholder Lawsuits
10    Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to have One-vote per Share


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

GREEN MOUNTAIN COFFEE ROASTERS, INC.

Ticker:       GMCR           Security ID:  393122106
Meeting Date: MAR 22, 2012   Meeting Type: Annual
Record Date:  JAN 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William D. Davis         For       For          Management
1.2   Elect Director Jules A. del Vecchio     For       For          Management
1.3   Elect Director Robert P. Stiller        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Increase Authorized Common Stock        For       Against      Management
4     Ratify Auditors                         For       For          Management


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

HARLEY-DAVIDSON, INC.

Ticker:       HOG            Security ID:  412822108
Meeting Date: APR 28, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barry K. Allen           For       For          Management
1.2   Elect Director R. John Anderson         For       For          Management
1.3   Elect Director Richard I. Beattie       For       For          Management
1.4   Elect Director Martha F. Brooks         For       For          Management
1.5   Elect Director George H. Conrades       For       For          Management
1.6   Elect Director Donald A. James          For       For          Management
1.7   Elect Director Sara L. Levinson         For       For          Management
1.8   Elect Director N. Thomas Linebarger     For       For          Management
1.9   Elect Director George L. Miles, Jr.     For       For          Management
1.10  Elect Director James A. Norling         For       For          Management
1.11  Elect Director Keith E. Wandell         For       For          Management
1.12  Elect Director Jochen Zeitz             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

INFORMATICA CORPORATION

Ticker:       INFA           Security ID:  45666Q102
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Sohaib Abbasi            For       For          Management
2     Elect Director Geoffrey W. Squire       For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

INTUIT INC.

Ticker:       INTU           Security ID:  461202103
Meeting Date: JAN 19, 2012   Meeting Type: Annual
Record Date:  NOV 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Christopher W. Brody     For       For          Management
2     Elect Director William V. Campbell      For       For          Management
3     Elect Director Scott D. Cook            For       For          Management
4     Elect Director Diane B. Greene          For       For          Management
5     Elect Director Edward A. Kangas         For       For          Management
6     Elect Director Suzanne Nora Johnson     For       For          Management
7     Elect Director Dennis D. Powell         For       For          Management
8     Elect Director Brad D. Smith            For       For          Management
9     Ratify Auditors                         For       For          Management
10    Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

JOHNSON CONTROLS, INC.

Ticker:       JCI            Security ID:  478366107
Meeting Date: JAN 25, 2012   Meeting Type: Annual
Record Date:  NOV 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis W. Archer         For       For          Management
1.2   Elect Director Mark P. Vergnano         For       For          Management
1.3   Elect Director Richard Goodman          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       Against   For          Shareholder


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James A. Bell            For       For          Management
2     Elect Director Crandall C. Bowles       For       For          Management
3     Elect Director Stephen B. Burke         For       For          Management
4     Elect Director David M. Cote            For       Against      Management
5     Elect Director James S. Crown           For       Against      Management
6     Elect Director James Dimon              For       For          Management
7     Elect Director Timothy P. Flynn         For       For          Management
8     Elect Director Ellen V. Futter          For       Against      Management
9     Elect Director Laban P. Jackson, Jr.    For       For          Management
10    Elect Director Lee R. Raymond           For       For          Management
11    Elect Director William C. Weldon        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
14    Affirm Political Non-Partisanship       Against   Against      Shareholder
15    Require Independent Board Chairman      Against   Against      Shareholder
16    Report on Loan Modifications            Against   Against      Shareholder
17    Report on Political Contributions       Against   For          Shareholder
18    Institute Procedures to Prevent         Against   Against      Shareholder
      Investments in Companies that
      Contribute to Genocide or Crimes
      Against Humanity
19    Provide Right to Act by Written Consent Against   For          Shareholder
20    Stock Retention                         Against   Against      Shareholder


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

LAS VEGAS SANDS CORP.

Ticker:       LVS            Security ID:  517834107
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jason N. Ader            For       For          Management
1.2   Elect Director Michael A. Leven         For       For          Management
1.3   Elect Director Jeffrey H. Schwartz      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

MARVELL TECHNOLOGY GROUP LTD.

Ticker:       MRVL           Security ID:  G5876H105
Meeting Date: JUN 28, 2012   Meeting Type: Annual
Record Date:  MAY 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Sehat Sutardja           For       For          Management
2     Elect Director Pantas Sutardja          For       For          Management
3     Elect Director Juergen Gromer           For       For          Management
4     Elect Director Arturo Krueger           For       For          Management
5     Elect Director Randhir Thakur           For       For          Management
6     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
7     Approve PricewaterhouseCoopers LLP  as  For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration


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

METLIFE, INC.

Ticker:       MET            Security ID:  59156R108
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John M. Keane            For       For          Management
1.2   Elect Director Catherine R. Kinney      For       For          Management
1.3   Elect Director Hugh B. Price            For       For          Management
1.4   Elect Director Kenton J. Sicchitano     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MONSANTO COMPANY

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 24, 2012   Meeting Type: Annual
Record Date:  NOV 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Directors Janice L. Fields        For       For          Management
2     Elect Directors Hugh Grant              For       For          Management
3     Elect Directors C. Steven McMillan      For       For          Management
4     Elect Directors Robert J. Stevens       For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Amend Omnibus Stock Plan                For       For          Management
8     Report on Risk of Genetically           Against   Against      Shareholder
      Engineered Products


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

NATIONAL OILWELL VARCO, INC.

Ticker:       NOV            Security ID:  637071101
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Merrill A. Miller, Jr.   For       For          Management
2     Elect Director Greg L. Armstrong        For       For          Management
3     Elect Director David D. Harrison        For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Report on Political Contributions       Against   For          Shareholder


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

NETAPP, INC.

Ticker:       NTAP           Security ID:  64110D104
Meeting Date: AUG 31, 2011   Meeting Type: Annual
Record Date:  JUL 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel J. Warmenhoven    For       For          Management
1.2   Elect Director Nicholas G. Moore        For       For          Management
1.3   Elect Director Thomas Georgens          For       For          Management
1.4   Elect Director Jeffry R. Allen          For       For          Management
1.5   Elect Director Allan L. Earhart         For       For          Management
1.6   Elect Director Gerald Held              For       For          Management
1.7   Elect Director T. Michael Nevens        For       For          Management
1.8   Elect Director George T. Shaheen        For       For          Management
1.9   Elect Director Robert T. Wall           For       For          Management
1.10  Elect Director Richard P. Wallace       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
6     Ratify Auditors                         For       For          Management


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

NOBLE ENERGY, INC.

Ticker:       NBL            Security ID:  655044105
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 06, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jeffrey L. Berenson      For       For          Management
2     Elect Director Michael A. Cawley        For       For          Management
3     Elect Director Edward F. Cox            For       For          Management
4     Elect Director Charles D. Davidson      For       For          Management
5     Elect Director Thomas J. Edelman        For       For          Management
6     Elect Director Eric P. Grubman          For       For          Management
7     Elect Director Kirby L. Hedrick         For       For          Management
8     Elect Director Scott D. Urban           For       For          Management
9     Elect Director William T. Van Kleef     For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Increase Authorized Common Stock        For       For          Management


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

ORACLE CORPORATION

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 12, 2011   Meeting Type: Annual
Record Date:  AUG 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey S. Berg          For       For          Management
1.2   Elect Director H. Raymond Bingham       For       For          Management
1.3   Elect Director Michael J. Boskin        For       For          Management
1.4   Elect Director Safra A. Catz            For       For          Management
1.5   Elect Director Bruce R. Chizen          For       For          Management
1.6   Elect Director George H. Conrades       For       For          Management
1.7   Elect Director Lawrence J. Ellison      For       For          Management
1.8   Elect Director Hector Garcia-Molina     For       For          Management
1.9   Elect Director Jeffrey O. Henley        For       For          Management
1.10  Elect Director Mark V. Hurd             For       For          Management
1.11  Elect Director Donald L. Lucas          For       For          Management
1.12  Director Naomi O. Seligman              For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   None      One Year     Management
4     Ratify Auditors                         For       For          Management
5     Stock Retention/Holding Period          Against   Against      Shareholder


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

POTASH CORPORATION OF SASKATCHEWAN INC.

Ticker:       POT            Security ID:  73755L107
Meeting Date: MAY 17, 2012   Meeting Type: Annual/Special
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. M. Burley             For       For          Management
1.2   Elect Director D. G. Chynoweth          For       For          Management
1.3   Elect Director D. Clauw                 For       For          Management
1.4   Elect Director W. J. Doyle              For       For          Management
1.5   Elect Director J. W. Estey              For       For          Management
1.6   Elect Director G. W. Grandey            For       For          Management
1.7   Elect Director C. S. Hoffman            For       For          Management
1.8   Elect Director D. J. Howe               For       For          Management
1.9   Elect Director A. D. Laberge            For       For          Management
1.10  Elect Director K.G. Martell             For       For          Management
1.11  Elect Director J. J. McCaig             For       For          Management
1.12  Elect Director M. Mogford               For       For          Management
1.13  Elect Director E. Viyella de Paliza     For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Approve 2012 Performance Option Plan    For       For          Management
4     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

PRECISION CASTPARTS CORP.

Ticker:       PCP            Security ID:  740189105
Meeting Date: AUG 16, 2011   Meeting Type: Annual
Record Date:  JUN 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Don R. Graber            For       For          Management
1.2   Elect Director Lester L. Lyles          For       For          Management
1.3   Elect Director Timothy A. Wicks         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

PVH CORP.

Ticker:       PVH            Security ID:  693656100
Meeting Date: JUN 21, 2012   Meeting Type: Annual
Record Date:  APR 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mary Baglivo             For       For          Management
2     Elect Director Emanuel Chirico          For       For          Management
3     Elect Director Juan R. Figuereo         For       For          Management
4     Elect Director Joseph B. Fuller         For       For          Management
5     Elect Director Fred Gehring             For       For          Management
6     Elect Director Margaret L. Jenkins      For       For          Management
7     Elect Director David A. Landau          For       For          Management
8     Elect Director Bruce Maggin             For       For          Management
9     Elect Director V. James Marino          For       For          Management
10    Elect Director Henry Nasella            For       For          Management
11    Elect Director Rita M. Rodriguez        For       For          Management
12    Elect Director Craig Rydin              For       For          Management
13    Amend Omnibus Stock Plan                For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Ratify Auditors                         For       For          Management


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

QUALCOMM INCORPORATED

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 06, 2012   Meeting Type: Annual
Record Date:  JAN 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barbara T. Alexander     For       For          Management
1.2   Elect Director Stephen M. Bennett       For       For          Management
1.3   Elect Director Donald G. Cruickshank    For       For          Management
1.4   Elect Director Raymond V. Dittamore     For       For          Management
1.5   Elect Director Thomas W. Horton         For       For          Management
1.6   Elect Director Paul E. Jacobs           For       For          Management
1.7   Elect Director Robert E. Kahn           For       For          Management
1.8   Elect Director Sherry Lansing           For       For          Management
1.9   Elect Director Duane A. Nelles          For       For          Management
1.10  Elect Director Francisco Ros            For       For          Management
1.11  Elect Director Brent Scowcroft          For       For          Management
1.12  Elect Director Marc I. Stern            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Eliminate Provision Relating to         For       For          Management
      Plurality Voting for the Election of
      Directors


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

ROCKWELL AUTOMATION, INC.

Ticker:       ROK            Security ID:  773903109
Meeting Date: FEB 07, 2012   Meeting Type: Annual
Record Date:  DEC 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Betty C. Alewine         For       For          Management
1.2   Elect Director Verne G. Istock          For       For          Management
1.3   Elect Director David B. Speer           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ROPER INDUSTRIES, INC.

Ticker:       ROP            Security ID:  776696106
Meeting Date: JUN 04, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert D. Johnson        For       For          Management
1.2   Elect Director Robert E. Knowling, Jr.  For       For          Management
1.3   Elect Director Wilbur J. Prezzano       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


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

SALESFORCE.COM, INC.

Ticker:       CRM            Security ID:  79466L302
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Craig Ramsey             For       Against      Management
2     Elect Director Sanford R. Robertson     For       Against      Management
3     Elect Director Maynard Webb             For       Against      Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Declassify the Board of Directors       Against   For          Shareholder


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

SCHLUMBERGER LIMITED

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 11, 2012   Meeting Type: Annual
Record Date:  FEB 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter L.S. Currie        For       For          Management
1.2   Elect Director Tony Isaac               For       For          Management
1.3   Elect Director K. Vaman Kamath          For       For          Management
1.4   Elect Director Paal Kibsgaard           For       For          Management
1.5   Elect Director Nikolay Kudryavtsev      For       For          Management
1.6   Elect Director Adrian Lajous            For       For          Management
1.7   Elect Director Michael E. Marks         For       For          Management
1.8   Elect Director Elizabeth Moler          For       For          Management
1.9   Elect Director Lubna S. Olayan          For       For          Management
1.10  Elect Director Leo Rafael Reif          For       For          Management
1.11  Elect Director Tore I. Sandvold         For       For          Management
1.12  Elect Director Henri Seydoux            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Adopt and Approve Financials and        For       For          Management
      Dividends
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
5     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan


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

STARBUCKS CORPORATION

Ticker:       SBUX           Security ID:  855244109
Meeting Date: MAR 21, 2012   Meeting Type: Annual
Record Date:  JAN 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Howard Schultz           For       For          Management
2     Elect Director William W. Bradley       For       For          Management
3     Elect Director Mellody Hobson           For       For          Management
4     Elect Director Kevin R. Johnson         For       For          Management
5     Elect Director Olden Lee                For       For          Management
6     Elect Director Joshua Cooper Ramo       For       For          Management
7     Elect Director James G. Shennan, Jr.    For       For          Management
8     Elect Director Clara Shih               For       For          Management
9     Elect Director Javier G. Teruel         For       For          Management
10    Elect Director Myron E. Ullman, III     For       For          Management
11    Elect Director Craig E. Weatherup       For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Amend Executive Incentive Bonus Plan    For       For          Management
14    Ratify Auditors                         For       For          Management
15    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Environmental
      Sustainability


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

STRYKER CORPORATION

Ticker:       SYK            Security ID:  863667101
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Howard E. Cox, Jr.       For       For          Management
1.2   Elect Director S.M. Datar               For       For          Management
1.3   Elect Director Roch Doliveux            For       For          Management
1.4   Elect Director Louise L. Francesconi    For       For          Management
1.5   Elect Director Allan C. Golston         For       For          Management
1.6   Elect Director Howard L. Lance          For       For          Management
1.7   Elect Director William U. Parfet        For       For          Management
1.8   Elect Director Ronda E. Stryker         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE BOEING COMPANY

Ticker:       BA             Security ID:  097023105
Meeting Date: APR 30, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David L. Calhoun         For       For          Management
2     Elect Director Arthur D. Collins, Jr.   For       For          Management
3     Elect Director Linda Z. Cook            For       For          Management
4     Elect Director Kenneth M. Duberstein    For       For          Management
5     Elect Director Edmund P. Giambastiani,  For       For          Management
      Jr.
6     Elect Director Lawrence W. Kellner      For       For          Management
7     Elect Director Edward M. Liddy          For       For          Management
8     Elect Director W. James McNerney, Jr.   For       For          Management
9     Elect Director Susan C. Schwab          For       For          Management
10    Elect Director Ronald A. Williams       For       For          Management
11    Elect Director Mike S. Zafirovski       For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Ratify Auditors                         For       For          Management
14    Report on Political Contributions       Against   For          Shareholder
15    Provide Right to Act by Written Consent Against   For          Shareholder
16    Adopt Retention Ratio for               Against   Against      Shareholder
      Executives/Directors
17    Submit SERP to Shareholder Vote         Against   Against      Shareholder


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

THE DOW CHEMICAL COMPANY

Ticker:       DOW            Security ID:  260543103
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Arnold A. Allemang       For       For          Management
2     Elect Director Jacqueline K. Barton     For       For          Management
3     Elect Director James A. Bell            For       For          Management
4     Elect Director Jeff M. Fettig           For       For          Management
5     Elect Director John B. Hess             For       For          Management
6     Elect Director Andrew N. Liveris        For       For          Management
7     Elect Director Paul Polman              For       For          Management
8     Elect Director Dennis H. Reilley        For       For          Management
9     Elect Director James M. Ringler         For       For          Management
10    Elect Director Ruth G. Shaw             For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Approve Omnibus Stock Plan              For       For          Management
14    Approve Nonqualified Employee Stock     For       For          Management
      Purchase Plan
15    Provide Right to Act by Written Consent Against   For          Shareholder
16    Require Independent Board Chairman      Against   Against      Shareholder


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

THE ESTEE LAUDER COMPANIES INC.

Ticker:       EL             Security ID:  518439104
Meeting Date: NOV 11, 2011   Meeting Type: Annual
Record Date:  SEP 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charlene Barshefsky      For       For          Management
1.2   Elect Director Wei Sun Christianson     For       For          Management
1.3   Elect Director Fabrizio Freda           For       For          Management
1.4   Elect Director Jane Lauder              For       For          Management
1.5   Elect Director Leonard A. Lauder        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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

THE GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lloyd C. Blankfein       For       For          Management
2     Elect Director M. Michele Burns         For       For          Management
3     Elect Director Gary D. Cohn             For       For          Management
4     Elect Director Claes Dahlback           For       For          Management
5     Elect Director Stephen Friedman         For       For          Management
6     Elect Director William W. George        For       For          Management
7     Elect Director James A. Johnson         For       For          Management
8     Elect Director Lakshmi N. Mittal        For       For          Management
9     Elect Director James J. Schiro          For       For          Management
10    Elect Director Debora L. Spar           For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management
13    Provide for Cumulative Voting           Against   Against      Shareholder
14    Stock Retention/Holding Period          Against   Against      Shareholder
15    Report on Lobbying Payments and Policy  Against   For          Shareholder


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

THE HERSHEY COMPANY

Ticker:       HSY            Security ID:  427866108
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director P.M. Arway               For       For          Management
1.2   Elect Director J.P. Bilbrey             For       For          Management
1.3   Elect Director R.F. Cavanaugh           For       For          Management
1.4   Elect Director C.A. Davis               For       For          Management
1.5   Elect Director R.M. Malcolm             For       For          Management
1.6   Elect Director J.M. Mead                For       For          Management
1.7   Elect Director J.E. Nevels              For       For          Management
1.8   Elect Director A.J. Palmer              For       For          Management
1.9   Elect Director T.J. Ridge               For       For          Management
1.10  Elect Director D.L. Shedlarz            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE PROCTER & GAMBLE COMPANY

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 11, 2011   Meeting Type: Annual
Record Date:  AUG 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Angela F. Braly          For       For          Management
2     Elect Director Kenneth I. Chenault      For       For          Management
3     Elect Director Scott D. Cook            For       For          Management
4     Elect Director Susan Desmond-Hellmann   For       For          Management
5     Elect Director Robert A. McDonald       For       For          Management
6     Elect Director W. James McNerney, Jr.   For       For          Management
7     Elect Director Johnathan A. Rodgers     For       For          Management
8     Elect Director Margaret C. Whitman      For       For          Management
9     Elect Director Mary Agnes Wilderotter   For       For          Management
10    Elect Director Patricia A. Woertz       For       For          Management
11    Elect Director Ernesto Zedillo          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
15    Amend Articles of Incorporation         For       For          Management
16    Provide for Cumulative Voting           Against   Against      Shareholder
17    Phase Out Use of Laboratory Animals in  Against   Against      Shareholder
      Pet Food Product Testing
18    Report on Political Contributions and   Against   Against      Shareholder
      Provide Advisory Vote


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

THE WALT DISNEY COMPANY

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 13, 2012   Meeting Type: Annual
Record Date:  JAN 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Susan E. Arnold          For       For          Management
2     Elect Director John S. Chen             For       For          Management
3     Elect Director Judith L. Estrin         For       For          Management
4     Elect Director Robert A. Iger           For       For          Management
5     Elect Director Fred H. Langhammer       For       For          Management
6     Elect Director Aylwin B. Lewis          For       For          Management
7     Elect Director Monica C. Lozano         For       For          Management
8     Elect Director Robert W. Matschullat    For       For          Management
9     Elect Director Sheryl Sandberg          For       For          Management
10    Elect Director Orin C. Smith            For       For          Management
11    Ratify Auditors                         For       For          Management
12    Amend Omnibus Stock Plan                For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

TRACTOR SUPPLY COMPANY

Ticker:       TSCO           Security ID:  892356106
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James F. Wright          For       For          Management
1.2   Elect Director Johnston C. Adams        For       For          Management
1.3   Elect Director Peter D. Bewley          For       For          Management
1.4   Elect Director Jack C. Bingleman        For       For          Management
1.5   Elect Director Richard W. Frost         For       For          Management
1.6   Elect Director Cynthia T. Jamison       For       For          Management
1.7   Elect Director George MacKenzie         For       For          Management
1.8   Elect Director Edna K. Morris           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

UNITED PARCEL SERVICE, INC.

Ticker:       UPS            Security ID:  911312106
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director F. Duane Ackerman        For       For          Management
2     Elect Director Michael J. Burns         For       For          Management
3     Elect Director D. Scott Davis           For       For          Management
4     Elect Director Stuart E. Eizenstat      For       For          Management
5     Elect Director Michael L. Eskew         For       For          Management
6     Elect Director William R. Johnson       For       For          Management
7     Elect Director Candace Kendle           For       For          Management
8     Elect Director Ann M. Livermore         For       For          Management
9     Elect Director Rudy H.P. Markham        For       For          Management
10    Elect Director Clark T. Randt, Jr.      For       For          Management
11    Elect Director John W. Thompson         For       For          Management
12    Elect Director Carol B. Tome            For       For          Management
13    Ratify Auditors                         For       For          Management
14    Approve Omnibus Stock Plan              For       For          Management
15    Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
16    Report on Lobbying Contributions and    Against   For          Shareholder
      Expenses


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 04, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William C. Ballard, Jr.  For       For          Management
2     Elect Director Richard T. Burke         For       For          Management
3     Elect Director Robert J. Darretta       For       For          Management
4     Elect Director Stephen J. Hemsley       For       For          Management
5     Elect Director Michele J. Hooper        For       For          Management
6     Elect Director Rodger A. Lawson         For       For          Management
7     Elect Director Douglas W. Leatherdale   For       For          Management
8     Elect Director Glenn M. Renwick         For       For          Management
9     Elect Director Kenneth I. Shine         For       For          Management
10    Elect Director Gail R. Wilensky         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management
13    Report on Lobbying Payments and Policy  Against   For          Shareholder


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

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 31, 2012   Meeting Type: Annual
Record Date:  DEC 05, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gary P. Coughlan         For       For          Management
2     Elect Director Mary B. Cranston         For       For          Management
3     Elect Director Francisco Javier         For       For          Management
      Fernandez-Carbajal
4     Elect Director Robert W. Matschullat    For       For          Management
5     Elect Director Cathy E. Minehan         For       For          Management
6     Elect Director Suzanne Nora Johnson     For       For          Management
7     Elect Director David J. Pang            For       For          Management
8     Elect Director Joseph W. Saunders       For       For          Management
9     Elect Director William S. Shanahan      For       For          Management
10    Elect Director John A. Swainson         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Amend Omnibus Stock Plan                For       For          Management
13    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: Robert M. Keith*
                                  -----------------------
                                  Chief Executive Officer



                              Date:  August 30, 2012


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





                               POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Robert M. Keith,
Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey and each of
them, to act severally as attorney-in-fact and agent, with power of substitution
and resubstitution, for the undersigned in any and all capacities, solely for
the purpose of signing the respective Registration Statements, and any
amendments thereto, on Form N-1A and any other filings of:

-AllianceBernstein Balanced Shares, Inc.
-AllianceBernstein Blended Style Series, Inc.
-AllianceBernstein Bond Fund, Inc.
-AllianceBernstein Cap Fund, Inc.
-AllianceBernstein Core Opportunities Fund, Inc.
-AllianceBernstein Corporate Shares
-AllianceBernstein Equity Income Fund, Inc.
-AllianceBernstein Exchange Reserves
-AllianceBernstein Fixed-Income Shares, Inc.
-AllianceBernstein Global Bond Fund, Inc.
-AllianceBernstein Global Growth Fund, Inc.
-AllianceBernstein Global Real Estate Investment Fund, Inc.
-AllianceBernstein Global Thematic Growth Fund, Inc.
-AllianceBernstein Greater China '97 Fund, Inc.
-AllianceBernstein Growth and Income Fund, Inc.
-AllianceBernstein High Income Fund, Inc.
-AllianceBernstein Institutional Funds, Inc.
-AllianceBernstein International Growth Fund, Inc.
-AllianceBernstein Large Cap Growth Fund, Inc.
-AllianceBernstein Small/Mid-Cap Growth Fund, Inc.
-AllianceBernstein Municipal Income Fund, Inc.
-AllianceBernstein Municipal Income Fund II
-AllianceBernstein Trust
-AllianceBernstein Unconstrained Bond Fund, Inc.
-AllianceBernstein Variable Products Series Fund, Inc.
-The AllianceBernstein Portfolios
-The AllianceBernstein Pooling Portfolios
-Sanford C. Bernstein Fund II, Inc.

and filing the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.

                                  /s/ Robert M. Keith
                                  --------------------------------
                                      Robert M. Keith


Dated: August 2, 2011