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, 2012 - June 30, 2013



Item 1.  Proxy Voting Record.

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

ICA File Number: 811-06730
Reporting Period: 07/01/2012 - 06/30/2013
AllianceBernstein Large Cap Growth Fund, Inc.









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


AFFILIATED MANAGERS GROUP, INC.

Ticker:       AMG            Security ID:  008252108
Meeting Date: JUN 11, 2013   Meeting Type: Annual
Record Date:  APR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Samuel T. Byrne          For       For          Management
1b    Elect Director Dwight D. Churchill      For       For          Management
1c    Elect Director Sean M. Healey           For       For          Management
1d    Elect Director Harold J. Meyerman       For       For          Management
1e    Elect Director William J. Nutt          For       For          Management
1f    Elect Director Tracy P. Palandjian      For       For          Management
1g    Elect Director Rita M. Rodriguez        For       For          Management
1h    Elect Director Patrick T. Ryan          For       For          Management
1i    Elect Director Jide J. Zeitlin          For       For          Management
2     Approve Restricted Stock Plan           For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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AKAMAI TECHNOLOGIES, INC.

Ticker:       AKAM           Security ID:  00971T101
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Pamela J. Craig          For       For          Management
1.2   Elect Director F. Thomson Leighton      For       For          Management
1.3   Elect Director Paul Sagan               For       For          Management
1.4   Elect Director Naomi O. Seligman        For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3a    Declassify the Board of Directors       For       For          Management
3b    Amend Certificate of Incorporation to   For       For          Management
      Provide Directors May be Removed With
      or Without Cause
3c    Reduce Supermajority Vote Requirement   For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Ratify Auditors                         For       For          Management


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ALLERGAN, INC.

Ticker:       AGN            Security ID:  018490102
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  MAR 06, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David E.I. Pyott         For       For          Management
1b    Elect Director Michael R. Gallagher     For       For          Management
1c    Elect Director Deborah Dunsire          For       For          Management
1d    Elect Director Dawn Hudson              For       For          Management
1e    Elect Director Trevor M. Jones          For       For          Management
1f    Elect Director Louis J. Lavigne, Jr.    For       For          Management
1g    Elect Director Peter J. McDonnell       For       For          Management
1h    Elect Director Timothy D. Proctor       For       For          Management
1i    Elect Director Russell T. Ray           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Call Special Meeting   For       For          Management
5.1   Provide Right to Act by Written Consent Against   For          Shareholder
5.2   Report on Lobbying Payments and Policy  Against   For          Shareholder


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AMAZON.COM, INC.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jeffrey P. Bezos         For       For          Management
1b    Elect Director Tom A. Alberg            For       For          Management
1c    Elect Director John Seely Brown         For       For          Management
1d    Elect Director William B. Gordon        For       For          Management
1e    Elect Director Jamie S. Gorelick        For       For          Management
1f    Elect Director Alain Monie              For       For          Management
1g    Elect Director Jonathan J. Rubinstein   For       For          Management
1h    Elect Director Thomas O. Ryder          For       For          Management
1i    Elect Director Patricia Q. Stonesifer   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Political Contributions       Against   For          Shareholder


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AMETEK, INC.

Ticker:       AME            Security ID:  031100100
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 21, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ruby R. Chandy           For       For          Management
1.2   Elect Director Charles D. Klein         For       For          Management
1.3   Elect Director Steven W. Kohlhagen      For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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AMPHENOL CORPORATION

Ticker:       APH            Security ID:  032095101
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stanley L. Clark         For       For          Management
1.2   Elect Director David P. Falck           For       For          Management
1.3   Elect Director Edward G. Jepsen         For       For          Management
1.4   Elect Director Andrew E. Lietz          For       For          Management
1.5   Elect Director Martin H. Loeffler       For       For          Management
1.6   Elect Director John R. Lord             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Bylaws -- Call Special Meetings   Against   For          Shareholder


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ANSYS, INC.

Ticker:       ANSS           Security ID:  03662Q105
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald W. Hovsepian      For       For          Management
1.2   Elect Director Michael C. Thurk         For       For          Management
1.3   Elect Director Barbara V. Scherer       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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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 27, 2013   Meeting Type: Annual
Record Date:  JAN 02, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Campbell         For       For          Management
1.2   Elect Director Timothy Cook             For       For          Management
1.3   Elect Director Millard Drexler          For       For          Management
1.4   Elect Director Al Gore                  For       For          Management
1.5   Elect Director Robert Iger              For       For          Management
1.6   Elect Director Andrea Jung              For       For          Management
1.7   Elect Director Arthur Levinson          For       For          Management
1.8   Elect Director Ronald Sugar             For       For          Management
2     Amend Articles of Incorporation         For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Stock Retention/Holding Period          Against   Against      Shareholder
6     Establish Board Committee on Human      Against   Against      Shareholder
      Rights


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BIOGEN IDEC INC.

Ticker:       BIIB           Security ID:  09062X103
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  APR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Caroline D. Dorsa        For       For          Management
1.2   Elect Director Stelios Papadopoulos     For       For          Management
1.3   Elect Director George A. Scangos        For       For          Management
1.4   Elect Director Lynn Schenk              For       For          Management
1.5   Elect Director Alexander J. Denner      For       For          Management
1.6   Elect Director Nancy L. Leaming         For       For          Management
1.7   Elect Director Richard C. Mulligan      For       For          Management
1.8   Elect Director Robert W. Pangia         For       For          Management
1.9   Elect Director Brian S. Posner          For       For          Management
1.10  Elect Director Eric K. Rowinsky         For       For          Management
1.11  Elect Director Stephen A. Sherwin       For       For          Management
1.12  Elect Director William D. Young         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Stock Retention/Holding Period          Against   Against      Shareholder


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BLACKROCK, INC.

Ticker:       BLK            Security ID:  09247X101
Meeting Date: MAY 30, 2013   Meeting Type: Annual
Record Date:  APR 03, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Abdlatif Yousef Al-Hamad For       For          Management
1b    Elect Director Mathis Cabiallavetta     For       For          Management
1c    Elect Director Dennis D. Dammerman      For       For          Management
1d    Elect Director Jessica P. Einhorn       For       For          Management
1e    Elect Director Fabrizio Freda           For       For          Management
1f    Elect Director David H. Komansky        For       For          Management
1g    Elect Director James E. Rohr            For       For          Management
1h    Elect Director Susan L. Wagner          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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CELGENE CORPORATION

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  APR 17, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Hugin          For       For          Management
1.2   Elect Director Richard Barker           For       For          Management
1.3   Elect Director Michael D. Casey         For       For          Management
1.4   Elect Director Carrie S. Cox            For       For          Management
1.5   Elect Director Rodman L. Drake          For       For          Management
1.6   Elect Director Michael A. Friedman      For       For          Management
1.7   Elect Director Gilla Kaplan             For       For          Management
1.8   Elect Director James J. Loughlin        For       For          Management
1.9   Elect Director Ernest Mario             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Stock Retention/Holding Period          Against   Against      Shareholder


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CHIPOTLE MEXICAN GRILL, INC.

Ticker:       CMG            Security ID:  169656105
Meeting Date: MAY 17, 2013   Meeting Type: Annual
Record Date:  MAR 21, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Albert S. Baldocchi      For       For          Management
1.2   Elect Director Neil W. Flanzraich       For       For          Management
1.3   Elect Director Darlene J. Friedman      For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Declassify the Board of Directors       For       For          Management
6     Pro-rata Vesting of Equity Plan         Against   For          Shareholder


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CITRIX SYSTEMS, INC.

Ticker:       CTXS           Security ID:  177376100
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Mark B. Templeton        For       For          Management
1b    Elect Director Stephen M. Dow           For       For          Management
1c    Elect Director Godfrey R. Sullivan      For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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COACH, INC.

Ticker:       COH            Security ID:  189754104
Meeting Date: NOV 07, 2012   Meeting Type: Annual
Record Date:  SEP 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lew Frankfort            For       For          Management
1.2   Elect Director Susan Kropf              For       For          Management
1.3   Elect Director Gary Loveman             For       For          Management
1.4   Elect Director Ivan Menezes             For       For          Management
1.5   Elect Director Irene Miller             For       For          Management
1.6   Elect Director Michael Murphy           For       For          Management
1.7   Elect Director Stephanie Tilenius       For       For          Management
1.8   Elect Director Jide Zeitlin             For       For          Management
2     Ratify Auditors                         For       For          Management
3     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 04, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Maureen Breakiron-Evans  For       For          Management
1b    Elect Director John E. Klein            For       For          Management
1c    Elect Director Lakshmi Narayanan        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     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Ratify Auditors                         For       For          Management
6     Provide Right to Act by Written Consent Against   For          Shareholder


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COMCAST CORPORATION

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 06, 2013

#     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       For          Management
1.4   Elect Director J. Michael Cook          For       For          Management
1.5   Elect Director Gerald L. Hassell        For       For          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       For          Management
2     Ratify Auditors                         For       For          Management
3     Pro-rata Vesting of Equity Awards       Against   For          Shareholder
4     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share


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DANAHER CORPORATION

Ticker:       DHR            Security ID:  235851102
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  MAR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donald J. Ehrlich        For       For          Management
1.2   Elect Director Linda Hefner Filler      For       For          Management
1.3   Elect Director Teri List-Stoll          For       For          Management
1.4   Elect Director Walter G. Lohr, Jr.      For       For          Management
1.5   Elect Director Steven M. Rales          For       For          Management
1.6   Elect Director John T. Schwieters       For       For          Management
1.7   Elect Director Alan G. Spoon            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Stock Retention/Holding Period          Against   Against      Shareholder
6     Report on Political Contributions       Against   For          Shareholder


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DOLLAR GENERAL CORPORATION

Ticker:       DG             Security ID:  256677105
Meeting Date: MAY 29, 2013   Meeting Type: Annual
Record Date:  MAR 21, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Raj Agrawal              For       For          Management
1.2   Elect Director Warren F. Bryant         For       For          Management
1.3   Elect Director Michael M. Calbert       For       For          Management
1.4   Elect Director Sandra B. Cochran        For       For          Management
1.5   Elect Director Richard W. Dreiling      For       For          Management
1.6   Elect Director Patricia D. Fili-Krushel For       For          Management
1.7   Elect Director Adrian Jones             For       For          Management
1.8   Elect Director William C. Rhodes, III   For       For          Management
1.9   Elect Director David B. Rickard         For       For          Management
2     Adopt Majority Voting for the Election  For       For          Management
      of Directors
3     Ratify Auditors                         For       For          Management


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EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: APR 18, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David M. Moffett         For       For          Management
1b    Elect Director Richard T. Schlosberg,   For       For          Management
      III
1c    Elect Director Thomas J. Tierney        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Report on Lobbying Payments and Policy  Against   For          Shareholder
4     Report on Privacy and Data Security     Against   For          Shareholder
5     Ratify Auditors                         For       For          Management


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EMC CORPORATION

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael W. Brown         For       For          Management
1b    Elect Director Randolph L. Cowen        For       For          Management
1c    Elect Director Gail Deegan              For       For          Management
1d    Elect Director James S. DiStasio        For       For          Management
1e    Elect Director John R. Egan             For       For          Management
1f    Elect Director Edmund F. Kelly          For       For          Management
1g    Elect Director Judith A. Miscik         For       For          Management
1h    Elect Director Windle B. Priem          For       For          Management
1i    Elect Director Paul Sagan               For       For          Management
1j    Elect Director David N. Strohm          For       For          Management
1k    Elect Director Joseph M. Tucci          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
6     Provide Right to Act by Written Consent For       For          Management
7     Require Consistency with Corporate      Against   Against      Shareholder
      Values and Report on Political
      Contributions


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EMERSON ELECTRIC CO.

Ticker:       EMR            Security ID:  291011104
Meeting Date: FEB 05, 2013   Meeting Type: Annual
Record Date:  NOV 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. A. H. Boersig         For       For          Management
1.2   Elect Director J. B. Bolten             For       For          Management
1.3   Elect Director M. S. Levatich           For       For          Management
1.4   Elect Director R. L. Stephenson         For       For          Management
1.5   Elect Director A.A. Busch, III          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Declassify the Board of Directors       For       For          Management
5     Report on Sustainability                Against   For          Shareholder


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EOG RESOURCES, INC.

Ticker:       EOG            Security ID:  26875P101
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Charles R. Crisp         For       For          Management
1b    Elect Director  James C. Day            For       For          Management
1c    Elect Director Mark G. Papa             For       For          Management
1d    Elect Director H. Leighton Steward      For       For          Management
1e    Elect Director Donald F. Textor         For       For          Management
1f    Elect Director William R. Thomas        For       For          Management
1g    Elect Director Frank G. Wisner          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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F5 NETWORKS, INC.

Ticker:       FFIV           Security ID:  315616102
Meeting Date: MAR 13, 2013   Meeting Type: Annual
Record Date:  JAN 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael Dreyer           For       For          Management
1b    Elect Director Sandra Bergeron          For       For          Management
1c    Elect Director Deborah L. Bevier        For       For          Management
1d    Elect Director Alan J. Higginson        For       For          Management
1e    Elect Director John McAdam              For       For          Management
1f    Elect Director Stephen Smith            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       For       For          Management


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FACEBOOK, INC.

Ticker:       FB             Security ID:  30303M102
Meeting Date: JUN 11, 2013   Meeting Type: Annual
Record Date:  APR 16, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc L. Andreessen       For       For          Management
1.2   Elect Director Erskine B. Bowles        For       For          Management
1.3   Elect Director Susan D.                 For       For          Management
      Desmond-Hellmann
1.4   Elect Director Donald E. Graham         For       For          Management
1.5   Elect Director Reed Hastings            For       For          Management
1.6   Elect Director Sheryl K. Sandberg       For       For          Management
1.7   Elect Director Peter A. Thiel           For       For          Management
1.8   Elect Director Mark Zuckerberg          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Ratify Auditors                         For       For          Management


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FLOWSERVE CORPORATION

Ticker:       FLS            Security ID:  34354P105
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gayla J. Delly           For       For          Management
1.2   Elect Director Rick J. Mills            For       For          Management
1.3   Elect Director Charles M. Rampacek      For       For          Management
1.4   Elect Director William C. Rusnack       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Increase Authorized Common Stock        For       For          Management
4     Ratify Auditors                         For       For          Management
5     Provide Right to Act by Written Consent Against   For          Shareholder


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GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     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 Carla A. Hills           For       For          Management
1.4   Elect Director Kevin E. Lofton          For       For          Management
1.5   Elect Director John W. Madigan          For       For          Management
1.6   Elect Director John C. Martin           For       For          Management
1.7   Elect Director Nicholas G. Moore        For       For          Management
1.8   Elect Director Richard J. Whitley       For       For          Management
1.9   Elect Director Gayle E. Wilson          For       For          Management
1.10  Elect Director Per Wold-Olsen           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
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Provide Right to Act by Written Consent Against   For          Shareholder


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GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: JUN 06, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     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     Report on Reducing Lead Battery Health  Against   For          Shareholder
      Hazards
4     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
5     Stock Retention/Holding Period          Against   Against      Shareholder
6     Adopt Policy on Succession Planning     Against   Against      Shareholder


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

HARLEY-DAVIDSON, INC.

Ticker:       HOG            Security ID:  412822108
Meeting Date: APR 27, 2013   Meeting Type: Annual
Record Date:  FEB 27, 2013

#     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 R. Beattie       For       For          Management
1.4   Elect Director Martha F. Brooks         For       For          Management
1.5   Elect Director Michael J. Cave          For       For          Management
1.6   Elect Director  George H. Conrades      For       For          Management
1.7   Elect Director Donald A. James          For       For          Management
1.8   Elect Director Sara L. Levinson         For       For          Management
1.9   Elect Director N. Thomas Linebarger     For       For          Management
1.10  Elect Director George L. Miles, Jr.     For       For          Management
1.11  Elect Director James A. Norling         For       For          Management
1.12  Elect Director Keith E. Wandell         For       For          Management
1.13  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


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

IDEXX LABORATORIES, INC.

Ticker:       IDXX           Security ID:  45168D104
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jonathan W. Ayers        For       For          Management
1.2   Elect Director Robert J. Murray         For       For          Management
1.3   Elect Director M. Anne Szostak          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


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

ILLUMINA, INC.

Ticker:       ILMN           Security ID:  452327109
Meeting Date: MAY 29, 2013   Meeting Type: Annual
Record Date:  APR 02, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gerald Moller            For       For          Management
1.2   Elect Director David R. Walt            For       For          Management
1.3   Elect Director Robert S. Epstein        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management


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

INTERCONTINENTALEXCHANGE, INC.

Ticker:       ICE            Security ID:  45865V100
Meeting Date: MAY 17, 2013   Meeting Type: Annual
Record Date:  MAR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Charles R. Crisp         For       For          Management
1b    Elect Director Jean-Marc Forneri        For       For          Management
1c    Elect Director Judd A. Gregg            For       For          Management
1d    Elect Director Fred W. Hatfield         For       For          Management
1e    Elect Director Terrence F. Martell      For       For          Management
1f    Elect Director Callum McCarthy          For       For          Management
1g    Elect Director Robert Reid              For       For          Management
1h    Elect Director Frederic V. Salerno      For       For          Management
1i    Elect Director Jeffrey C. Sprecher      For       For          Management
1j    Elect Director Judith A. Sprieser       For       For          Management
1k    Elect Director Vincent Tese             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Approve Non-Employee Director Stock     For       For          Management
      Option Plan
5     Ratify Auditors                         For       For          Management


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

INTERCONTINENTALEXCHANGE, INC.

Ticker:       ICE            Security ID:  45865V100
Meeting Date: JUN 03, 2013   Meeting Type: Special
Record Date:  APR 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2A    Increase Authorized Preferred and       For       For          Management
      Common Stock
2B    Approve Stock Ownership Limitations     For       For          Management
2C    Provisions Related to Disqualification  For       For          Management
      of Officers and Directors and Certain
      Powers of the Board of Directors
2D    Provisions Related to Considerations    For       For          Management
      of the Board of Directors
2E    Amend ICE Group Certificate of          For       For          Management
      Incorporation
3     Adjourn Meeting                         For       For          Management


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

INTUIT INC.

Ticker:       INTU           Security ID:  461202103
Meeting Date: JAN 17, 2013   Meeting Type: Annual
Record Date:  NOV 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Christopher W. Brody     For       For          Management
1b    Elect Director William V. Campbell      For       For          Management
1c    Elect Director Scott D. Cook            For       For          Management
1d    Elect Director Diane B. Greene          For       For          Management
1e    Elect Director Edward A. Kangas         For       For          Management
1f    Elect Director Suzanne Nora Johnson     For       For          Management
1g    Elect Director Dennis D. Powell         For       For          Management
1h    Elect Director Brad D. Smith            For       For          Management
1i    Elect Director Jeff Weiner              For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Executive Incentive Bonus Plan  For       For          Management


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

INTUITIVE SURGICAL, INC.

Ticker:       ISRG           Security ID:  46120E602
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Amal M. Johnson          For       For          Management
1.2   Elect Director Eric H. Halvorson        For       For          Management
1.3   Elect Director Alan J. Levy             For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

LINKEDIN CORPORATION

Ticker:       LNKD           Security ID:  53578A108
Meeting Date: JUN 13, 2013   Meeting Type: Annual
Record Date:  APR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A. George "Skip" Battle  For       For          Management
1.2   Elect Director Michael J. Moritz        For       For          Management
2     Ratify Auditors                         For       For          Management


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

MCKESSON CORPORATION

Ticker:       MCK            Security ID:  58155Q103
Meeting Date: JUL 25, 2012   Meeting Type: Annual
Record Date:  MAY 31, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Andy D. Bryant           For       For          Management
2     Elect Director Wayne A. Budd            For       For          Management
3     Elect Director John H. Hammergren       For       For          Management
4     Elect Director Alton F. Irby, III       For       For          Management
5     Elect Director M. Christine Jacobs      For       For          Management
6     Elect Director Marie L. Knowles         For       For          Management
7     Elect Director David M. Lawrence        For       For          Management
8     Elect Director Edward A. Mueller        For       For          Management
9     Elect Director Jane E. Shaw             For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
12    Provide Right to Act by Written Consent Against   For          Shareholder
13    Require Independent Board Chairman      Against   For          Shareholder
14    Stock Retention                         Against   Against      Shareholder
15    Pro-rata Vesting of Equity Awards       Against   Against      Shareholder


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

MONSANTO COMPANY

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 31, 2013   Meeting Type: Annual
Record Date:  DEC 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David L. Chicoine        For       For          Management
1b    Elect Director Arthur H. Harper         For       For          Management
1c    Elect Director Gwendolyn S. King        For       For          Management
1d    Elect Director Jon R. Moeller           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       For       For          Management
5     Report on Risk of Genetically           Against   For          Shareholder
      Engineered Products


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

NATIONAL OILWELL VARCO, INC.

Ticker:       NOV            Security ID:  637071101
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect Director Merrill A. Miller, Jr.   For       For          Management
1B    Elect Director Greg L. Armstrong        For       For          Management
1C    Elect Director Ben A. Guill             For       For          Management
1D    Elect Director David D. Harrison        For       For          Management
1E    Elect Director Roger L. Jarvis          For       For          Management
1F    Elect Director Eric L. Mattson          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Approve Executive Incentive Bonus Plan  For       For          Management


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

NOBLE ENERGY, INC.

Ticker:       NBL            Security ID:  655044105
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  MAR 06, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey L. Berenson      For       For          Management
1.2   Elect Director Michael A. Cawley        For       For          Management
1.3   Elect Director Edward F. Cox            For       For          Management
1.4   Elect Director Charles D. Davidson      For       For          Management
1.5   Elect Director Thomas J. Edelman        For       For          Management
1.6   Elect Director Eric P. Grubman          For       For          Management
1.7   Elect Director Kirby L. Hedrick         For       For          Management
1.8   Elect Director Scott D. Urban           For       For          Management
1.9   Elect Director William T. Van Kleef     For       For          Management
1.10  Elect Director Molly K. Williamson      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Adopt the Jurisdiction of               For       For          Management
      Incorporation as the Exclusive Forum
      for Certain Disputes
6     Amend Bylaws to Change Certain          For       For          Management
      Provisions


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

O'REILLY AUTOMOTIVE, INC.

Ticker:       ORLY           Security ID:  67103H107
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  FEB 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Larry O'Reilly           For       For          Management
1b    Elect Director Rosalie O'Reilly-Wooten  For       For          Management
1c    Elect Director Thomas T. Hendrickson    For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Provide Right to Call Special Meeting   For       For          Management
4     Amend Articles of Incorporation to      For       For          Management
      Eliminate Unnecessary and Outdated
      Provisions and to Make Minor Revisions
      to Conform to Current State Laws and
      Clarify
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management


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

OCEANEERING INTERNATIONAL, INC.

Ticker:       OII            Security ID:  675232102
Meeting Date: APR 26, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul B. Murphy, Jr.      For       For          Management
1.2   Elect Director Harris J. Pappas         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

ORACLE CORPORATION

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: NOV 07, 2012   Meeting Type: Annual
Record Date:  SEP 10, 2012

#     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       Withhold     Management
1.6   Elect Director George H. Conrades       For       Withhold     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  Elect Director Naomi O. Seligman        For       Withhold     Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Amend Non-Employee Director Stock       For       For          Management
      Option Plan
4     Ratify Auditors                         For       For          Management
5     Adopt Multiple Performance Metrics      Against   For          Shareholder
      Under Executive Incentive Plans
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Adopt Retention Ratio for               Against   Against      Shareholder
      Executives/Directors
8     Pro-rata Vesting of Equity Awards       Against   Against      Shareholder


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

PERRIGO COMPANY

Ticker:       PRGO           Security ID:  714290103
Meeting Date: NOV 06, 2012   Meeting Type: Annual
Record Date:  SEP 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gary M. Cohen            For       For          Management
1.2   Elect Director David T. Gibbons         For       For          Management
1.3   Elect Director Ran Gottfried            For       For          Management
1.4   Elect Director Ellen R. Hoffing         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

PHILIP MORRIS INTERNATIONAL INC.

Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harold Brown             For       For          Management
1.2   Elect Director Mathis Cabiallavetta     For       For          Management
1.3   Elect Director Andre Calantzopoulos     For       For          Management
1.4   Elect Director Louis C. Camilleri       For       For          Management
1.5   Elect Director J. Dudley Fishburn       For       For          Management
1.6   Elect Director Jennifer Li              For       For          Management
1.7   Elect Director Graham Mackay            For       For          Management
1.8   Elect Director Sergio Marchionne        For       For          Management
1.9   Elect Director Kalpana Morparia         For       For          Management
1.10  Elect DirectorLucio A. Noto             For       For          Management
1.11  Elect Director Robert B. Polet          For       For          Management
1.12  Elect Director Carlos Slim Helu         For       For          Management
1.13  Elect Director Stephen M. Wolf          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PRECISION CASTPARTS CORP.

Ticker:       PCP            Security ID:  740189105
Meeting Date: AUG 14, 2012   Meeting Type: Annual
Record Date:  JUN 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark Donegan             For       For          Management
1.2   Elect Director Vernon E. Oechsle        For       For          Management
1.3   Elect Director Ulrich Schmidt           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Executive Incentive Bonus Plan    For       For          Management


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

PRICELINE.COM INCORPORATED

Ticker:       PCLN           Security ID:  741503403
Meeting Date: JUN 06, 2013   Meeting Type: Annual
Record Date:  APR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Tim Armstrong            For       For          Management
1.2   Elect Director Howard W. Barker, Jr.    For       For          Management
1.3   Elect Director Jeffery H. Boyd          For       For          Management
1.4   Elect Director Jan L. Docter            For       For          Management
1.5   Elect Director Jeffrey E. Epstein       For       For          Management
1.6   Elect Director James M. Guyette         For       For          Management
1.7   Elect Director Nancy B. Peretsman       For       For          Management
1.8   Elect Director Thomas E. Rothman        For       For          Management
1.9   Elect Director Craig W. Rydin           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Pro-rata Vesting of Equity Awards       Against   For          Shareholder


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

QUALCOMM INCORPORATED

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 05, 2013   Meeting Type: Annual
Record Date:  JAN 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Barbara T. Alexander     For       For          Management
1b    Elect Director Donald G. Cruickshank    For       For          Management
1c    Elect Director Raymond V. Dittamore     For       For          Management
1d    Elect Director Susan Hockfield          For       For          Management
1e    Elect Director Thomas W. Horton         For       For          Management
1f    Elect Director Paul E. Jacobs           For       For          Management
1g    Elect Director Sherry Lansing           For       For          Management
1h    Elect Director Duane A. Nelles          For       For          Management
1i    Elect Director Francisco Ros            For       For          Management
1j    Elect Director Brent Scowcroft          For       For          Management
1k    Elect Director Marc I. Stern            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ROCKWELL AUTOMATION, INC.

Ticker:       ROK            Security ID:  773903109
Meeting Date: FEB 05, 2013   Meeting Type: Annual
Record Date:  DEC 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barry C. Johnson         For       For          Management
1.2   Elect Director William T. McCormick,Jr. For       For          Management
1.3   Elect Director Keith D. Nosbusch        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ROPER INDUSTRIES, INC.

Ticker:       ROP            Security ID:  776696106
Meeting Date: MAY 24, 2013   Meeting Type: Annual
Record Date:  APR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David W. Devonshire      For       For          Management
1.2   Elect Director John F. Fort, III        For       For          Management
1.3   Elect Director Brian D. Jellison        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     Ratify Auditors                         For       For          Management


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

SCHLUMBERGER LIMITED

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 10, 2013   Meeting Type: Annual
Record Date:  FEB 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Peter L.S. Currie        For       For          Management
1b    Elect Director Tony Isaac               For       For          Management
1c    Elect Director K. Vaman Kamath          For       For          Management
1d    Elect Director Paal Kibsgaard           For       For          Management
1e    Elect Director Nikolay Kudryavtsev      For       For          Management
1f    Elect Director Adrian Lajous            For       For          Management
1g    Elect Director Michael E. Marks         For       For          Management
1h    Elect Director Lubna S. Olayan          For       For          Management
1i    Elect Director L. Rafael Reif           For       For          Management
1j    Elect Director Tore I. Sandvold         For       For          Management
1k    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     Approve Omnibus Stock Plan              For       For          Management
6     Amend Employee Stock Purchase Plan      For       For          Management


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

SOLARWINDS, INC.

Ticker:       SWI            Security ID:  83416B109
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Benjamin Nye          For       Withhold     Management
1.2   Elect Director Kevin B. Thompson        For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adjourn Meeting                         For       Against      Management


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

STARBUCKS CORPORATION

Ticker:       SBUX           Security ID:  855244109
Meeting Date: MAR 20, 2013   Meeting Type: Annual
Record Date:  JAN 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Howard Schultz           For       For          Management
1b    Elect Director William W. Bradley       For       For          Management
1c    Elect Director Robert M. Gates          For       For          Management
1d    Elect Director Mellody Hobson           For       For          Management
1e    Elect Director Kevin R. Johnson         For       For          Management
1f    Elect Director Olden Lee                For       For          Management
1g    Elect Director Joshua Cooper Ramo       For       For          Management
1h    Elect Director James G. Shennan, Jr.    For       For          Management
1i    Elect Director Clara Shih               For       For          Management
1j    Elect Director Javier G. Teruel         For       For          Management
1k    Elect Director Myron E. Ullman, III     For       For          Management
1l    Elect Director Craig E. Weatherup       For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management
5     Prohibit Political Spending             Against   Against      Shareholder


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

STERICYCLE, INC.

Ticker:       SRCL           Security ID:  858912108
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Mark C. Miller           For       For          Management
1b    Elect Director Jack W. Schuler          For       For          Management
1c    Elect Director Charles A. Alutto        For       For          Management
1d    Elect Director Thomas D. Brown          For       For          Management
1e    Elect Director Rod F. Dammeyer          For       For          Management
1f    Elect Director William K. Hall          For       For          Management
1g    Elect Director Jonathan T. Lord         For       For          Management
1h    Elect Director John Patience            For       For          Management
1i    Elect Director Ronald G. Spaeth         For       For          Management
1j    Elect Director Mike S. Zafirovski       For       For          Management
2     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Stock Retention/Holding Period          Against   Against      Shareholder


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

THE BOEING COMPANY

Ticker:       BA             Security ID:  097023105
Meeting Date: APR 29, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David L. Calhoun         For       For          Management
1b    Elect Director Arthur D. Collins, Jr.   For       For          Management
1c    Elect Director Linda Z. Cook            For       For          Management
1d    Elect Director Kenneth M. Duberstein    For       For          Management
1e    Elect Director Edmund P. Giambastiani,  For       For          Management
      Jr.
1f    Elect Director Lawrence W. Kellner      For       For          Management
1g    Elect Director Edward M. Liddy          For       For          Management
1h    Elect Director W. James McNerney, Jr.   For       For          Management
1i    Elect Director Susan C. Schwab          For       For          Management
1j    Elect Director Ronald A. Williams       For       For          Management
1k    Elect Director Mike S. Zafirovski       For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Submit SERP to Shareholder Vote         Against   Against      Shareholder
5     Provide Right to Act by Written Consent Against   For          Shareholder
6     Stock Retention/Holding Period          Against   Against      Shareholder
7     Require Independent Board Chairman      Against   Against      Shareholder


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

THE ESTEE LAUDER COMPANIES INC.

Ticker:       EL             Security ID:  518439104
Meeting Date: NOV 09, 2012   Meeting Type: Annual
Record Date:  SEP 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Rose Marie Bravo         For       For          Management
1.2   Elect Director Paul J. Fribourg         For       For          Management
1.3   Elect Director Mellody Hobson           For       For          Management
1.4   Elect Director Irvine O. Hockaday, Jr.  For       For          Management
1.5   Elect Director Barry S. Sternlicht      For       Withhold     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


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

THE HERSHEY COMPANY

Ticker:       HSY            Security ID:  427866108
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Pamela M. Arway          For       For          Management
1.2   Elect Director John P. Bilbrey          For       For          Management
1.3   Elect Director Robert F. Cavanaugh      For       For          Management
1.4   Elect Director Charles A. Davis         For       For          Management
1.5   Elect Director Robert M. Malcolm        For       For          Management
1.6   Elect Director James M. Mead            For       For          Management
1.7   Elect Director  James E. Nevels         For       For          Management
1.8   Elect Director Anthony J. Palmer        For       For          Management
1.9   Elect Director Thomas J. Ridge          For       For          Management
1.10  Elect Director David L. Shedlarz        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE WALT DISNEY COMPANY

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 06, 2013   Meeting Type: Annual
Record Date:  JAN 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.a   Elect Director Susan E. Arnold          For       For          Management
1.b   Elect Director John S. Chen             For       For          Management
1.c   Elect Director Judith L. Estrin         For       For          Management
1.d   Elect Director Robert A. Iger           For       For          Management
1.e   Elect Director Fred H. Langhammer       For       For          Management
1.f   Elect Director Aylwin B. Lewis          For       For          Management
1.g   Elect Director Monica C. Lozano         For       For          Management
1.h   Elect Director Robert W. Matschullat    For       For          Management
1.i   Elect Director Sheryl K. Sandberg       For       For          Management
1.j   Elect Director Orin C. Smith            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Adopt Proxy Access Right                Against   For          Shareholder
6     Require Independent Board Chairman      Against   Against      Shareholder


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

TIBCO SOFTWARE INC.

Ticker:       TIBX           Security ID:  88632Q103
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Vivek Y. Ranadive        For       For          Management
1.2   Elect Director Nanci E. Caldwell        For       For          Management
1.3   Elect Director Eric C.W. Dunn           For       For          Management
1.4   Elect Director Narendra K. Gupta        For       For          Management
1.5   Elect Director Peter J. Job             For       For          Management
1.6   Elect Director Philip K. Wood           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

TRIMBLE NAVIGATION LIMITED

Ticker:       TRMB           Security ID:  896239100
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  MAR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven W. Berglund       For       For          Management
1.2   Elect Director John B. Goodrich         For       For          Management
1.3   Elect Director William Hart             For       For          Management
1.4   Elect Director Merit E. Janow           For       For          Management
1.5   Elect Director Ulf J. Johansson         For       For          Management
1.6   Elect Director Ronald S. Nersesian      For       For          Management
1.7   Elect Director Mark S. Peek             For       For          Management
1.8   Elect Director Nickolas W. Vande Steeg  For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

ULTA SALON, COSMETICS & FRAGRANCE, INC.

Ticker:       ULTA           Security ID:  90384S303
Meeting Date: JUN 06, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles Heilbronn        For       For          Management
1.2   Elect Director Michael R. MacDonald     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 03, 2013   Meeting Type: Annual
Record Date:  APR 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director William C. Ballard, Jr.  For       For          Management
1b    Elect Director Edson Bueno              For       For          Management
1c    Elect Director Richard T. Burke         For       For          Management
1d    Elect Director Robert J. Darretta       For       For          Management
1e    Elect Director Stephen J. Hemsley       For       For          Management
1f    Elect Director Michele J. Hooper        For       For          Management
1g    Elect Director Rodger A. Lawson         For       For          Management
1h    Elect Director Douglas W. Leatherdale   For       For          Management
1i    Elect Director Glenn M. Renwick         For       For          Management
1j    Elect Director Kenneth I. Shine         For       For          Management
1k    Elect Director Gail R. Wilensky         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Lobbying Payments and Policy  Against   For          Shareholder


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

VF CORPORATION

Ticker:       VFC            Security ID:  918204108
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  MAR 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard T. Carucci       For       For          Management
1.2   Elect Director Juliana L. Chugg         For       For          Management
1.3   Elect Director George Fellows           For       For          Management
1.4   Elect Director Clarence Otis, Jr.       For       For          Management
1.5   Elect Director Matthew J. Shattock      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management


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

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 30, 2013   Meeting Type: Annual
Record Date:  DEC 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Gary P. Coughlan         For       For          Management
1b    Elect Director Mary B. Cranston         For       For          Management
1c    Elect Director Francisco Javier         For       For          Management
      Fernandez-Carbajal
1d    Elect Director Robert W. Matschullat    For       For          Management
1e    Elect Director Cathy E. Minehan         For       For          Management
1f    Elect Director Suzanne Nora Johnson     For       For          Management
1g    Elect Director David J. Pang            For       For          Management
1h    Elect Director Joseph W. Saunders       For       For          Management
1i    Elect Director Charles W. Scharf        For       For          Management
1j    Elect Director William S. Shanahan      For       For          Management
1k    Elect Director John A. Swainson         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Lobbying Payments and Policy  Against   For          Shareholder


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

XILINX, INC.

Ticker:       XLNX           Security ID:  983919101
Meeting Date: AUG 08, 2012   Meeting Type: Annual
Record Date:  JUN 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Philip T. Gianos         For       For          Management
2     Elect Director Moshe N. Gavrielov       For       For          Management
3     Elect Director John L. Doyle            For       For          Management
4     Elect Director Jerald G. Fishman        For       For          Management
5     Elect Director William G. Howard, Jr.   For       For          Management
6     Elect Director J. Michael Patterson     For       For          Management
7     Elect Director Albert A. Pimentel       For       For          Management
8     Elect Director Marshall C. Turner       For       For          Management
9     Elect Director Elizabeth W. Vanderslice For       For          Management
10    Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
11    Amend Omnibus Stock Plan                For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
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 27, 2013


*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 Blended Style Series, Inc.
-AllianceBernstein Bond Fund, Inc.
-AllianceBernstein Cap Fund, Inc.
-AllianceBernstein Core Opportunities Fund, Inc.
-AllianceBernstein Corporate Shares
-AllianceBernstein Discovery Growth Fund, Inc.
-AllianceBernstein Equity Income Fund, Inc.
-AllianceBernstein Exchange Reserves
-AllianceBernstein Fixed-Income Shares, Inc.
-AllianceBernstein Global Bond Fund, Inc.
-AllianceBernstein Global Real Estate Investment Fund, Inc.
-AllianceBernstein Global Risk Allocation Fund, Inc.
-AllianceBernstein Global Thematic Growth 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 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: February 5, 2013