CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Prospectus/Proxy
Statement constituting parts of this Registration Statement on Form N-14 of our
report dated September 16, 2005, relating to the financial statements and
financial highlights which appear in the July 31, 2005 Annual Report to
Shareholders of AllianceBernstein Large Cap Growth Fund, Inc. which is also
incorporated by reference into the Registration Statement. We also consent to
the reference to us under the heading "Experts" and "Financial Highlights" in
such Registration Statement.


PricewaterhouseCoopers LLP

New York, NY
August 30, 2007