Exhibit 99(h)(3)

                         EXPENSE LIMITATION UNDERTAKING

                             ALLIANCEBERNSTEIN L.P.
                          1345 Avenue of the Americas
                            New York, New York 10105

                                                   January 3, 2010


AllianceBernstein Large Cap Growth Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105

Dear Sirs:

      AllianceBernstein L.P. herewith undertakes that for the Expense Limitation
Period, as defined below, we shall cause the aggregate operating expenses of the
Class A shares incurred by your AllianceBernstein Large Cap Growth Fund (the
"Fund") to be limited to 1.25% of your aggregate average daily net assets (the
"Limitation"). To determine the amount of the Fund's Class A share expenses in
excess of the Limitation, the amount of allowable fiscal-year-to-date expenses
shall be computed daily by prorating the Limitation based on the number of days
elapsed within the fiscal year of the Fund (the "Prorated Limitation"). The
Prorated Limitation shall be compared to the expenses of the Class A shares
recorded through the current day in order to produce the allowable expenses to
be recorded and accrued for the Class A shares' current day (the "Allowable
Expenses"). If the expenses of the Class A shares for the current day exceed the
Allowable Expenses, we shall be responsible for such excess and will for the
current day (i) reduce the transfer agent fees and/or (ii) waive expenses and/or
reimburse the Fund accordingly.

      For purposes of this Undertaking, the Initial Expense Limitation Period
shall mean the period commencing on the date hereof and terminating on November
1, 2010 and the Subsequent Expense Limitation Period shall mean the period
commencing on November 1,2010 and terminating at the close of the Fund's 2011
fiscal year. The Undertaking given hereunder may not be terminated during the
Initial Expense Limitation Period. The Subsequent Expense Limitation Period and
the Undertaking given hereunder will automatically be extended for additional
one-year terms unless we provide you with at least 60 days' notice prior to the
end of any Subsequent Expense Limitation Period of our determination not to
extend this Undertaking beyond its then current term.

      We understand and intend that you will rely on this Undertaking in
preparing and filing a Registration Statement for the Fund on Form N-1A with the
Securities and Exchange Commission, in accruing the expenses of the Class A
shares for purposes of calculating the net asset value per Class A share and for
other purposes and expressly permit you to do so.


                                                     Very truly yours,

                                                     ALLIANCEBERNSTEIN  L.P.

                                                     By: /s/ Mona Bhalla
                                                         ----------------
                                                         Mona Bhalla
                                                         Corporate Secretary