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 10105
               (Address of Principal Executive Office) (Zip Code)

               Registrant's Telephone Number, including Area Code:
                                 (800) 221-5672

                                 EMILIE D. WRAPP
                             AllianceBernstein L.P.
                           1345 Avenue of the Americas
                            New York, New York 10105
                     (Name and address of agent for service)

                          Copies of communications to:
                               Kathleen K. Clarke
                               901 K Street, N.W.
                             Washington, D.C. 20001

                        Date of fiscal year end: July 31

             Date of reporting period: July 1, 2013 - June 30, 2014



Item 1.  Proxy Voting Record.

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

ICA File Number: 811-06730
Reporting Period: 07/01/2013 - 06/30/2014
AllianceBernstein Large Cap Growth Fund, Inc.









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


AFFILIATED MANAGERS GROUP, INC.

Ticker:       AMG            Security ID:  008252108
Meeting Date: JUN 16, 2014   Meeting Type: Annual
Record Date:  APR 17, 2014

#     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 Niall Ferguson           For       For          Management
1d    Elect Director Sean M. Healey           For       For          Management
1e    Elect Director Harold J. Meyerman       For       For          Management
1f    Elect Director William J. Nutt          For       For          Management
1g    Elect Director Tracy P. Palandjian      For       For          Management
1h    Elect Director  Rita M. Rodriguez       For       For          Management
1i    Elect Director Patrick T. Ryan          For       For          Management
1j    Elect Director Jide J. Zeitlin          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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ALLERGAN, INC.

Ticker:       AGN            Security ID:  018490102
Meeting Date: MAY 06, 2014   Meeting Type: Annual
Record Date:  MAR 11, 2014

#     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 Trevor M. Jones          For       For          Management
1e    Elect Director Louis J. Lavigne, Jr.    For       For          Management
1f    Elect Director Peter J. McDonnell       For       For          Management
1g    Elect Director Timothy D. Proctor       For       For          Management
1h    Elect Director Russell T. Ray           For       For          Management
1i    Elect Director Henri A. Termeer         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 Act by Written Consent For       For          Management
5     Require Independent Board Chairman      Against   Against      Shareholder


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AMAZON.COM, INC.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: MAY 21, 2014   Meeting Type: Annual
Record Date:  MAR 31, 2014

#     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     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Political Contributions       Against   For          Shareholder


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AMETEK, INC.

Ticker:       AME            Security ID:  031100100
Meeting Date: MAY 08, 2014   Meeting Type: Annual
Record Date:  MAR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Anthony J. Conti         For       For          Management
1.2   Elect Director Frank S. Hermance        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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AMPHENOL CORPORATION

Ticker:       APH            Security ID:  032095101
Meeting Date: MAY 21, 2014   Meeting Type: Annual
Record Date:  MAR 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald P. Badie          For       For          Management
1.2   Elect Director Stanley L. Clark         For       For          Management
1.3   Elect Director David P. Falck           For       For          Management
1.4   Elect Director Edward G. Jepsen         For       For          Management
1.5   Elect Director Andrew E. Lietz          For       For          Management
1.6   Elect Director Martin H. Loeffler       For       For          Management
1.7   Elect Director John R. Lord             For       For          Management
1.8   Elect Director R. Adam Norwitt          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Amend Executive Share Option Plan       For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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ANSYS, INC.

Ticker:       ANSS           Security ID:  03662Q105
Meeting Date: MAY 20, 2014   Meeting Type: Annual
Record Date:  MAR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James E. Cashman, III    For       For          Management
1.2   Elect Director Ajei S. Gopal            For       For          Management
1.3   Elect Director William R. McDermott     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 28, 2014   Meeting Type: Annual
Record Date:  DEC 30, 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     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
3     Amend Articles to Eliminate Board       For       For          Management
      Blank Check Authority to Issue
      Preferred Stock
4     Establish a Par Value for Common Stock  For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Approve Omnibus Stock Plan              For       For          Management
8     Establish Board Committee on Human      Against   Against      Shareholder
      Rights
9     Report on Trade Associations and        Against   Against      Shareholder
      Organizations that Promote
      Sustainability Practices
10    Advisory Vote to Increase Capital       Against   Abstain      Shareholder
      Repurchase Program
11    Proxy Access                            Against   Against      Shareholder


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BIOGEN IDEC INC.

Ticker:       BIIB           Security ID:  09062X103
Meeting Date: JUN 12, 2014   Meeting Type: Annual
Record Date:  APR 15, 2014

#     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
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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BLACKROCK, INC.

Ticker:       BLK            Security ID:  09247X101
Meeting Date: MAY 29, 2014   Meeting Type: Annual
Record Date:  APR 03, 2014

#     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 Pamela Daley             For       For          Management
1d    Elect Director Jessica P. Einhorn       For       For          Management
1e    Elect Director Fabrizio Freda           For       For          Management
1f    Elect Director Murry S. Gerber          For       For          Management
1g    Elect Director James Grosfeld           For       For          Management
1h    Elect Director David H. Komansky        For       For          Management
1i    Elect Director Deryck Maughan           For       For          Management
1j    Elect Director Cheryl D. Mills          For       For          Management
1k    Elect Director Marco Antonio Slim Domit For       For          Management
1l    Elect Director John S. Varley           For       For          Management
1m    Elect Director Susan L. Wagner          For       For          Management
2     Amend Omnibus Stock Plan                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     Ratify Auditors                         For       For          Management


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CELGENE CORPORATION

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 18, 2014   Meeting Type: Annual
Record Date:  APR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Hugin          For       For          Management
1.2   Elect Director Richard W. 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     Increase Authorized Common Stock and    For       For          Management
      Approve Stock Split
4     Amend Omnibus Stock Plan                For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Report on Lobbying Payments and Policy  Against   For          Shareholder


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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

Ticker:       CTSH           Security ID:  192446102
Meeting Date: JUN 03, 2014   Meeting Type: Annual
Record Date:  APR 07, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael Patsalos-Fox     For       For          Management
1b    Elect Director Robert E. Weissman       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


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COMCAST CORPORATION

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 21, 2014   Meeting Type: Annual
Record Date:  MAR 21, 2014

#     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 Edward D. Breen          For       For          Management
1.4   Elect Director Joseph J. Collins        For       For          Management
1.5   Elect Director J. Michael Cook          For       For          Management
1.6   Elect Director Gerald L. Hassell        For       For          Management
1.7   Elect Director Jeffrey A. Honickman     For       For          Management
1.8   Elect Director Eduardo G. Mestre        For       For          Management
1.9   Elect Director Brian L. Roberts         For       For          Management
1.10  Elect Director Ralph J. Roberts         For       For          Management
1.11  Elect Director Johnathan A. Rodgers     For       For          Management
1.12  Elect Director Judith Rodin             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Lobbying Payments and Policy  Against   For          Shareholder
5     Pro-rata Vesting of Equity Plans        Against   For          Shareholder


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COSTCO WHOLESALE CORPORATION

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 30, 2014   Meeting Type: Annual
Record Date:  NOV 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Susan L. Decker          For       Withhold     Management
1.2   Elect Director Richard M. Libenson      For       Withhold     Management
1.3   Elect Director John W. Meisenbach       For       Withhold     Management
1.4   Elect Director Charles T. Munger        For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adopt Simple Majority Vote              Against   For          Shareholder
5     Declassify the Board of Directors       None      For          Management


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CVS CAREMARK CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 08, 2014   Meeting Type: Annual
Record Date:  MAR 13, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. David Brown, II       For       For          Management
1.2   Elect Director Nancy-Ann M. DeParle     For       For          Management
1.3   Elect Director David W. Dorman          For       For          Management
1.4   Elect Director Anne M. Finucane         For       For          Management
1.5   Elect Director Larry J. Merlo           For       For          Management
1.6   Elect Director Jean-Pierre Millon       For       For          Management
1.7   Elect Director Richard J. Swift         For       For          Management
1.8   Elect Director William C. Weldon        For       For          Management
1.9   Elect Director Tony L. White            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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DANAHER CORPORATION

Ticker:       DHR            Security ID:  235851102
Meeting Date: MAY 06, 2014   Meeting Type: Annual
Record Date:  MAR 07, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director H. Lawrence Culp, Jr.    For       For          Management
1.2   Elect Director Donald J. Ehrlich        For       For          Management
1.3   Elect Director Linda Hefner Filler      For       For          Management
1.4   Elect Director Teri List-Stoll          For       For          Management
1.5   Elect Director Walter G. Lohr, Jr.      For       For          Management
1.6   Elect Director Mitchell P. Rales        For       For          Management
1.7   Elect Director Steven M. Rales          For       For          Management
1.8   Elect Director John T. Schwieters       For       For          Management
1.9   Elect Director Alan G. Spoon            For       For          Management
1.10  Elect Director Elias A. Zerhouni        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Political Contributions       Against   For          Shareholder
5     Require Independent Board Chairman      Against   For          Shareholder


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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

Ticker:       EXPD           Security ID:  302130109
Meeting Date: MAY 07, 2014   Meeting Type: Annual
Record Date:  MAR 06, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter J. Rose            For       For          Management
1.2   Elect Director Robert R. Wright         For       For          Management
1.3   Elect Director Mark A. Emmert           For       For          Management
1.4   Elect Director R. Jordan Gates          For       For          Management
1.5   Elect Director Dan P. Kourkoumelis      For       For          Management
1.6   Elect Director Michael J. Malone        For       For          Management
1.7   Elect Director John W. Meisenbach       For       For          Management
1.8   Elect Director Jeffrey S. Musser        For       For          Management
1.9   Elect Director Liane J. Pelletier       For       For          Management
1.10  Elect Director James L.K. Wang          For       For          Management
1.11  Elect Director Tay Yoshitani            For       For          Management
2     Advisory Vote to Ratify Named           For       Abstain      Management
      Executive Officers' Compensation
3     Approve Stock Option Plan               For       For          Management
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Approve Restricted Stock Plan           For       For          Management
6     Ratify Auditors                         For       For          Management


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FACEBOOK, INC.

Ticker:       FB             Security ID:  30303M102
Meeting Date: MAY 22, 2014   Meeting Type: Annual
Record Date:  MAR 24, 2014

#     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     Ratify Auditors                         For       For          Management
3     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
4     Report on Lobbying Payments and Policy  Against   For          Shareholder
5     Screen Political Contributions for      Against   Against      Shareholder
      Consistency with Corporate Values
6     Assess Privacy and Advertising Policy   Against   Against      Shareholder
      Relating to Childhood Obesity
7     Report on Sustainability                Against   For          Shareholder


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GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 07, 2014   Meeting Type: Annual
Record Date:  MAR 12, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John F. Cogan            For       For          Management
1b    Elect Director Etienne F. Davignon      For       For          Management
1c    Elect Director Carla A. Hills           For       For          Management
1d    Elect Director Kevin E. Lofton          For       For          Management
1e    Elect Director John W. Madigan          For       For          Management
1f    Elect Director John C. Martin           For       For          Management
1g    Elect Director Nicholas G. Moore        For       For          Management
1h    Elect Director Richard J. Whitley       For       For          Management
1i    Elect Director Gayle E. Wilson          For       For          Management
1j    Elect Director Per Wold-Olsen           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Amendment to Certificate of     For       Against      Management
      Incorporation to Adopt Delaware as the
      Exclusive Forum for Certain Legal
      Actions
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Provide Right to Act by Written Consent Against   For          Shareholder
7     Link CEO Compensation to Patient        Against   Against      Shareholder
      Access to the Company's Medicine


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GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 14, 2014   Meeting Type: Annual
Record Date:  MAR 17, 2014

#     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     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
5     Report on Lobbying Payments and Policy  Against   For          Shareholder
6     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
7     Adopt Policy and Report on Impact of    Against   Against      Shareholder
      Tax Strategy
8     Require Independent Board Chairman      Against   Against      Shareholder


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ILLUMINA, INC.

Ticker:       ILMN           Security ID:  452327109
Meeting Date: MAY 28, 2014   Meeting Type: Annual
Record Date:  APR 01, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel M. Bradbury       For       For          Management
1.2   Elect Director Robert S. Epstein        For       For          Management
1.3   Elect Director Roy A. Whitfield         For       For          Management
1.4   Elect Director Francis A. deSouza       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adopt the Jurisdiction of               For       Against      Management
      Incorporation as the Exclusive Forum
      for Certain Disputes


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INFORMATICA CORPORATION

Ticker:       INFA           Security ID:  45666Q102
Meeting Date: MAY 23, 2014   Meeting Type: Annual
Record Date:  MAR 28, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark A. Bertelsen        For       For          Management
1.2   Elect Director Hilarie Koplow-McAdams   For       For          Management
1.3   Elect Director A. Brooke Seawell        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


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INTERCONTINENTALEXCHANGE GROUP, INC.

Ticker:       ICE            Security ID:  45866F104
Meeting Date: MAY 16, 2014   Meeting Type: Annual
Record Date:  MAR 18, 2014

#     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 Fred W. Hatfield         For       For          Management
1d    Elect Director Sylvain Hefes            For       For          Management
1e    Elect Director Jan-Michiel Hessels      For       For          Management
1f    Elect Director Terrence F. Martell      For       For          Management
1g    Elect Director Callum McCarthy          For       For          Management
1h    Elect Director James J. McNulty         For       For          Management
1i    Elect Director Robert Reid              For       For          Management
1j    Elect Director Frederic V. Salerno      For       For          Management
1k    Elect Director Robert G. Scott          For       For          Management
1l    Elect Director Jeffrey C. Sprecher      For       For          Management
1m    Elect Director Judith A. Sprieser       For       For          Management
1n    Elect Director Vincent Tese             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Change Company Name                     For       For          Management


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LKQ CORPORATION

Ticker:       LKQ            Security ID:  501889208
Meeting Date: MAY 05, 2014   Meeting Type: Annual
Record Date:  MAR 12, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A. Clinton Allen         For       For          Management
1.2   Elect Director Ronald G. Foster         For       For          Management
1.3   Elect Director Joseph M. Holsten        For       For          Management
1.4   Elect Director Blythe J. McGarvie       For       For          Management
1.5   Elect Director Paul M. Meister          For       For          Management
1.6   Elect Director John F. O'Brien          For       For          Management
1.7   Elect Director Guhan Subramanian        For       For          Management
1.8   Elect Director Robert L. Wagman         For       For          Management
1.9   Elect Director William M. Webster, IV   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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MCKESSON CORPORATION

Ticker:       MCK            Security ID:  58155Q103
Meeting Date: JUL 31, 2013   Meeting Type: Annual
Record Date:  JUN 03, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Andy D. Bryant           For       For          Management
1b    Elect Director Wayne A. Budd            For       For          Management
1c    Elect Director John H. Hammergren       For       For          Management
1d    Elect Director Alton F. Irby, III       For       Against      Management
1e    Elect Director M. Christine Jacobs      For       Against      Management
1f    Elect Director Marie L. Knowles         For       For          Management
1g    Elect Director David M. Lawrence        For       Against      Management
1h    Elect Director Edward A. Mueller        For       Against      Management
1i    Elect Director Jane E. Shaw             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management
5     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
6     Provide Right to Call Special Meeting   For       For          Management
7     Provide Right to Act by Written Consent Against   For          Shareholder
8     Report on Political Contributions       Against   For          Shareholder
9     Stock Retention/Holding Period          Against   Against      Shareholder
10    Clawback Policy and Disclosure of       Against   For          Shareholder
      Clawback Activity


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MEAD JOHNSON NUTRITION COMPANY

Ticker:       MJN            Security ID:  582839106
Meeting Date: MAY 01, 2014   Meeting Type: Annual
Record Date:  MAR 14, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Steven M. Altschuler     For       For          Management
1b    Elect Director Howard B. Bernick        For       For          Management
1c    Elect Director Kimberly A. Casiano      For       For          Management
1d    Elect Director Anna C. Catalano         For       For          Management
1e    Elect Director Celeste A. Clark         For       For          Management
1f    Elect Director James M. Cornelius       For       For          Management
1g    Elect Director Stephen W. Golsby        For       For          Management
1h    Elect Director Michael Grobstein        For       For          Management
1i    Elect Director Peter Kasper Jakobsen    For       For          Management
1j    Elect Director Peter G. Ratcliffe       For       For          Management
1k    Elect Director Elliott Sigal            For       For          Management
1l    Elect Director Robert S. Singer         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

METTLER-TOLEDO INTERNATIONAL INC.

Ticker:       MTD            Security ID:  592688105
Meeting Date: MAY 08, 2014   Meeting Type: Annual
Record Date:  MAR 10, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert F. Spoerry        For       For          Management
1.2   Elect Director Wah-Hui Chu              For       For          Management
1.3   Elect Director Francis A. Contino       For       For          Management
1.4   Elect Director Olivier A. Filliol       For       For          Management
1.5   Elect Director Michael A. Kelly         For       For          Management
1.6   Elect Director Martin D. Madaus         For       For          Management
1.7   Elect Director Hans Ulrich Maerki       For       For          Management
1.8   Elect Director George M. Milne, Jr.     For       For          Management
1.9   Elect Director Thomas P. Salice         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 28, 2014   Meeting Type: Annual
Record Date:  DEC 02, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Gregory H. Boyce         For       For          Management
1b    Elect Director Laura K. Ipsen           For       For          Management
1c    Elect Director William U. Parfet        For       For          Management
1d    Elect Director George H. Poste          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Risk of Genetic Engineering   Against   Against      Shareholder
      in Order to Work with Regulators
5     Report on Risk of Genetically           Against   For          Shareholder
      Engineered Products


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

MONSTER BEVERAGE CORPORATION

Ticker:       MNST           Security ID:  611740101
Meeting Date: JUN 02, 2014   Meeting Type: Annual
Record Date:  APR 09, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Rodney C. Sacks          For       For          Management
1.2   Elect Director Hilton H. Schlosberg     For       For          Management
1.3   Elect Director Mark J. Hall             For       For          Management
1.4   Elect Director Norman C. Epstein        For       For          Management
1.5   Elect Director Benjamin M. Polk         For       For          Management
1.6   Elect Director Sydney Selati            For       For          Management
1.7   Elect Director Harold C. Taber, Jr.     For       For          Management
1.8   Elect Director Mark S. Vidergauz        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
5     Adopt Policy and Report on Board        Against   Against      Shareholder
      Diversity


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

O'REILLY AUTOMOTIVE, INC.

Ticker:       ORLY           Security ID:  67103H107
Meeting Date: MAY 06, 2014   Meeting Type: Annual
Record Date:  FEB 28, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David O'Reilly           For       For          Management
1b    Elect Director Larry O'Reilly           For       For          Management
1c    Elect Director Rosalie O'Reilly Wooten  For       For          Management
1d    Elect Director Jay D. Burchfield        For       For          Management
1e    Elect Director Thomas T. Hendrickson    For       For          Management
1f    Elect Director Paul R. Lederer          For       For          Management
2     Amend Articles of Incorporation of the  For       Against      Management
      Company's Subsidiary O'Reilly
      Automotive Stores, Inc.
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management
5     Stock Retention/Holding Period          Against   Against      Shareholder


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

OCEANEERING INTERNATIONAL, INC.

Ticker:       OII            Security ID:  675232102
Meeting Date: MAY 16, 2014   Meeting Type: Annual
Record Date:  MAR 26, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director T. Jay Collins           For       For          Management
1.2   Elect Director D. Michael Hughes        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


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

PHILIP MORRIS INTERNATIONAL INC.

Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 07, 2014   Meeting Type: Annual
Record Date:  MAR 14, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harold Brown             For       For          Management
1.2   Elect Director Andre Calantzopoulos     For       For          Management
1.3   Elect Director Louis C. Camilleri       For       For          Management
1.4   Elect Director Jennifer Li              For       For          Management
1.5   Elect Director Sergio Marchionne        For       For          Management
1.6   Elect Director Kalpana Morparia         For       For          Management
1.7   Elect Director Lucio A. Noto            For       For          Management
1.8   Elect Director Robert B. Polet          For       For          Management
1.9   Elect Director Carlos Slim Helu         For       For          Management
1.10  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
4     Report on Lobbying Payments and Policy  Against   For          Shareholder
5     Adopt Policy to Restrict Non-Required   Against   Against      Shareholder
      Animal Testing


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

POLARIS INDUSTRIES INC.

Ticker:       PII            Security ID:  731068102
Meeting Date: APR 24, 2014   Meeting Type: Annual
Record Date:  FEB 27, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kevin M. Farr            For       For          Management
1.2   Elect Director Gary E. Hendrickson      For       For          Management
1.3   Elect Director R. M. (Mark) Schreck     For       For          Management
1.4   Elect Director William G. Van Dyke      For       For          Management
2     Amend Executive Incentive Bonus Plan    For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PRECISION CASTPARTS CORP.

Ticker:       PCP            Security ID:  740189105
Meeting Date: AUG 13, 2013   Meeting Type: Annual
Record Date:  JUN 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark Donegan             For       For          Management
1.2   Elect Director Daniel J. Murphy         For       For          Management
1.3   Elect Director Vernon E. Oechsle        For       For          Management
1.4   Elect Director Ulrich Schmidt           For       For          Management
1.5   Elect Director Richard L. Wambold       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors


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

QUALCOMM INCORPORATED

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 04, 2014   Meeting Type: Annual
Record Date:  JAN 06, 2014

#     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 Steven M. Mollenkopf     For       For          Management
1i    Elect Director Duane A. Nelles          For       For          Management
1j    Elect Director Clark T. 'Sandy' Randt,  For       For          Management
      Jr.
1k    Elect Director Francisco Ros            For       For          Management
1l    Elect Director Jonathan J. Rubinstein   For       For          Management
1m    Elect Director Brent Scowcroft          For       For          Management
1n    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     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

QUINTILES TRANSNATIONAL HOLDINGS INC.

Ticker:       Q              Security ID:  74876Y101
Meeting Date: MAY 08, 2014   Meeting Type: Annual
Record Date:  MAR 20, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis B. Gillings       For       For          Management
1.2   Elect Director Jonathan J. Coslet       For       Withhold     Management
1.3   Elect Director Michael J. Evanisko      For       For          Management
1.4   Elect Director Christopher R. Gordon    For       For          Management
1.5   Elect Director Richard Relyea           For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
5     Ratify Auditors                         For       For          Management


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

RED HAT, INC.

Ticker:       RHT            Security ID:  756577102
Meeting Date: AUG 08, 2013   Meeting Type: Annual
Record Date:  JUN 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director W. Steve Albrecht        For       For          Management
1.2   Elect Director Jeffrey J. Clarke        For       For          Management
1.3   Elect Director H. Hugh Shelton          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     Declassify the Board of Directors       For       For          Management


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

SCHLUMBERGER LIMITED

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 09, 2014   Meeting Type: Annual
Record Date:  FEB 19, 2014

#     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 Maureen Kempston Darkes  For       For          Management
1e    Elect Director Paal Kibsgaard           For       For          Management
1f    Elect Director Nikolay Kudryavtsev      For       For          Management
1g    Elect Director Michael E. Marks         For       For          Management
1h    Elect Director Lubna S. Olayan          For       For          Management
1i    Elect Director Leo 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


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

STARBUCKS CORPORATION

Ticker:       SBUX           Security ID:  855244109
Meeting Date: MAR 19, 2014   Meeting Type: Annual
Record Date:  JAN 09, 2014

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


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

THE BOEING COMPANY

Ticker:       BA             Security ID:  097023105
Meeting Date: APR 28, 2014   Meeting Type: Annual
Record Date:  FEB 27, 2014

#     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       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management
5     Report on Lobbying Payments and Policy  Against   For          Shareholder
6     Provide Right to Act by Written Consent Against   For          Shareholder
7     Require Independent Board Chairman      Against   Against      Shareholder


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

THE ESTEE LAUDER COMPANIES INC.

Ticker:       EL             Security ID:  518439104
Meeting Date: NOV 12, 2013   Meeting Type: Annual
Record Date:  SEP 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Aerin Lauder             For       For          Management
1.2   Elect Director William P. Lauder        For       For          Management
1.3   Elect Director Richard D. Parsons       For       For          Management
1.4   Elect Director Lynn Forester de         For       For          Management
      Rothschild
1.5   Elect Director Richard F. Zannino       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
5     Adopt and Implement Sustainable Palm    Against   For          Shareholder
      Oil Policy


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

THE HERSHEY COMPANY

Ticker:       HSY            Security ID:  427866108
Meeting Date: APR 29, 2014   Meeting Type: Annual
Record Date:  FEB 28, 2014

#     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 Mary Kay Haben           For       For          Management
1.6   Elect Director Robert M. Malcolm        For       For          Management
1.7   Elect Director James M. Mead            For       For          Management
1.8   Elect Director James E. Nevels          For       For          Management
1.9   Elect Director Anthony J. Palmer        For       For          Management
1.10  Elect Director Thomas J. Ridge          For       For          Management
1.11  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 HOME DEPOT, INC.

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 22, 2014   Meeting Type: Annual
Record Date:  MAR 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director F. Duane Ackerman        For       For          Management
1b    Elect Director Francis S. Blake         For       For          Management
1c    Elect Director Ari Bousbib              For       For          Management
1d    Elect Director Gregory D. Brenneman     For       For          Management
1e    Elect Director J. Frank Brown           For       For          Management
1f    Elect Director Albert P. Carey          For       For          Management
1g    Elect Director Armando Codina           For       For          Management
1h    Elect Director Helena B. Foulkes        For       For          Management
1i    Elect Director Wayne M. Hewett          For       For          Management
1j    Elect Director Karen L. Katen           For       For          Management
1k    Elect Director Mark Vadon               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   Against      Shareholder
5     Prepare Employment Diversity Report     Against   Against      Shareholder


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

THE PRICELINE GROUP INC.

Ticker:       PCLN           Security ID:  741503403
Meeting Date: JUN 05, 2014   Meeting Type: Annual
Record Date:  APR 10, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Timothy M. 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 Darren R. Huston         For       For          Management
1.8   Elect Director Nancy B. Peretsman       For       For          Management
1.9   Elect Director Thomas E. Rothman        For       For          Management
1.10  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     Provide Right to Act by Written Consent Against   For          Shareholder


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

THE WALT DISNEY COMPANY

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 18, 2014   Meeting Type: Annual
Record Date:  JAN 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Susan E. Arnold          For       For          Management
1b    Elect Director John S. Chen             For       For          Management
1c    Elect Director Jack Dorsey              For       For          Management
1d    Elect Director Robert A. Iger           For       For          Management
1e    Elect Director Fred H. Langhammer       For       For          Management
1f    Elect Director Aylwin B. Lewis          For       For          Management
1g    Elect Director Monica C. Lozano         For       For          Management
1h    Elect Director Robert W. Matschullat    For       For          Management
1i    Elect Director Sheryl K. Sandberg       For       For          Management
1j    Elect Director Orin C. Smith            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     Adopt Proxy Access Right                Against   For          Shareholder
6     Pro-rata Vesting of Equity Awards       Against   For          Shareholder


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 02, 2014   Meeting Type: Annual
Record Date:  APR 04, 2014

#     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 Directo 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     Provide for Cumulative Voting           Against   For          Shareholder
5     Report on Lobbying Payments and Policy  Against   For          Shareholder


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

VERISK ANALYTICS, INC.

Ticker:       VRSK           Security ID:  92345Y106
Meeting Date: MAY 21, 2014   Meeting Type: Annual
Record Date:  MAR 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frank J. Coyne           For       For          Management
1.2   Elect Director Christopher M. Foskett   For       For          Management
1.3   Elect Director David B. Wright          For       For          Management
1.4   Elect Director Thomas F. Motamed        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

VF CORPORATION

Ticker:       VFC            Security ID:  918204108
Meeting Date: APR 22, 2014   Meeting Type: Annual
Record Date:  MAR 03, 2014

#     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 Juan Ernesto de Bedout   For       For          Management
1.4   Elect Director Ursula O. Fairbairn      For       For          Management
1.5   Elect Director George Fellows           For       For          Management
1.6   Elect Director Clarence Otis, Jr.       For       For          Management
1.7   Elect Director Matthew J. Shattock      For       For          Management
1.8   Elect Director Eric C. Wiseman          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 29, 2014   Meeting Type: Annual
Record Date:  DEC 03, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Mary B. Cranston         For       For          Management
1b    Elect Director Francisco Javier         For       For          Management
      Fernandez-Carbajal
1c    Elect Director Alfred F. Kelly, Jr.     For       For          Management
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 Charles W. Scharf        For       For          Management
1i    Elect Director William S. Shanahan      For       For          Management
1j    Elect Director John A. C. Swainson      For       For          Management
1k    Elect Director Maynard G. Webb, Jr.     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management

========== END NPX REPORT



                                   SIGNATURES

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


                                       Registrant:  AllianceBernstein Large Cap
                                                    Growth Fund, Inc.



                                       By: Robert M. Keith*
                                           -----------------------
                                           Chief Executive Officer



                                       Date:  August 29, 2014


*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