BNY Mellon Large Cap Securities Fund (DREVX) N-PX Annual report of proxy voting record

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF
REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811- 0523

The Dreyfus Fund Incorporated

(Exact name of registrant as specified in charter)

c/o The Dreyfus Corporation
200 Park Avenue
New York, New York 10166

(Address of principal executive offices) (Zip code)

Michael A. Rosenberg, Esq. 200 Park Avenue New York, New York 10166

(Name and address of agent for service)

Registrant's telephone number, including area code: (212) 922-6000

Date of fiscal year end: 12/31

Date of reporting period: July 1, 2008-June 30, 2009

Item 1. Proxy Voting Record

The Dreyfus Fund Incorporated

ACCENTURE LTD
Ticker:		ACN	Security ID: G1150G111
Meeting Date: FEB 12, 2009			Meeting Type: Annual
Record Date: DEC 15, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	RE-APPOINTMENT TO THE BOARD OF			For	For	Management
	DIRECTORS: CHARLES H. GIANCARLO
2	RE-APPOINTMENT TO THE BOARD OF			For	For	Management
	DIRECTORS: DINA DUBLON
3	RE-APPOINTMENT TO THE BOARD OF			For	For	Management
	DIRECTORS: WILLIAM D. GREEN
4	RE-APPOINTMENT TO THE BOARD OF			For	Against	Management
	DIRECTORS: NOBUYUKI IDEI
5	RE-APPOINTMENT TO THE BOARD OF			For	For	Management
	DIRECTORS: MARJORIE MAGNER
6	RATIFY AUDITORS			For	For	Management

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ACE LTD.
Ticker:		ACE	Security ID: G0070K103
Meeting Date: JUL 14, 2008			Meeting Type: Annual
Record Date: MAY 27, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	ELECTION OF DIRECTOR: MICHAEL G. ATIEH			For	For	Management
	TO TERM EXPIRING IN 2009.
2	ELECTION OF DIRECTOR: MARY A. CIRILLO			For	For	Management
	TO TERM EXPIRING IN 2009.
3	ELECTION OF DIRECTOR: BRUCE L. CROCKETT For				For	Management
	TO TERM EXPIRING IN 2009.
4	ELECTION OF DIRECTOR: THOMAS J. NEFF TO For				For	Management
	TERM EXPIRING IN 2009.
5	ELECTION OF DIRECTOR: GARY M. STUART TO For				For	Management
	TERM EXPIRING IN 2009.
6	ELECTION OF DIRECTOR: ROBERT M.			For	For	Management
	HERNANDEZ TO TERM EXPIRING IN 2010.
7	ELECTION OF DIRECTOR: PETER MENIKOFF TO For				For	Management
	TERM EXPIRING IN 2010.
8	ELECTION OF DIRECTOR: ROBERT RIPP TO			For	For	Management
	TERM EXPIRING IN 2010.
9	ELECTION OF DIRECTOR: DERMOT F. SMURFIT For				For	Management
	TO TERM EXPIRING IN 2010.
10	ELECTION OF DIRECTOR: EVAN G. GREENBERG For				For	Management
	TO TERM EXPIRING IN
11	ELECTION OF DIRECTOR: JOHN A. KROL TO			For	For	Management
	TERM EXPIRING IN 2011.
12	ELECTION OF DIRECTOR: LEO F. MULLIN TO			For	For	Management
	TERM EXPIRING IN 2011.

13	ELECTION OF DIRECTOR: OLIVIER STEIMER	For	For	Management
	TO TERM EXPIRING IN 2011.
14	APPROVAL OF THE AMENDMENT (THE	For	For	Management
	DE-REGISTRATION AMENDMENT ) TO THE
	COMPANY S MEMORANDUM OF ASSOCIATION AND
	ARTICLES OF ASSOCIATION TO PERMIT THE
	DEREGISTRATION OF THE COMPANY FROM THE
	CAYMAN ISLANDS
15	APPROVAL OF THE AMENDMENT (THE	For	For	Management
	FINANCIAL STATEMENT AMENDMENT ) TO THE
	COMPANY S ARTICLES OF ASSOCIATION TO
	REQUIRE THE COMPANY TO PREPARE AND
	PROVIDE TO SHAREHOLDERS NOT LESS THAN
	ANNUALLY AN UNCONSOLIDATED BALANCE
	SHEET OF THE COMPANY
16	APPROVAL OF AMENDMENTS TO THE ARTICLES	For	For	Management
	OF ASSOCIATION WHICH WILL HAVE THE
	EFFECT OF INCREASING THE PAR VALUE OF
	THE ORDINARY SHARES FROM $0.041666667
	TO AN AMOUNT IN SWISS FRANCS EQUAL TO
	$11,000,000,000 DIVIDED BY THE NUMBER
	OF OUR ORDINARY SHARES
17	APPROVAL OF THE COMPANY S	For	For	Management
	DE-REGISTRATION FROM THE CAYMAN ISLANDS
	AND CONTINUATION IN SWITZERLAND (THE
	CONTINUATION )
18	APPROVAL OF THE NAME OF THE COMPANY	For	For	Management
19	APPROVAL OF THE CHANGE OF THE PURPOSE	For	For	Management
	OF THE COMPANY
20	APPROVAL OF THE REARRANGEMENT OF THE	For	For	Management
	COMPANY S EXISTING SHARE CAPITAL
21	APPROVAL OF THE COMPANY S ARTICLES OF	For	For	Management
	ASSOCIATION
22	CONFIRMATION OF SWISS LAW AS THE	For	For	Management
	AUTHORITATIVE LEGISLATION GOVERNING THE
	COMPANY
23	CONFIRMATION OF THE PRINCIPAL PLACE OF	For	For	Management
	BUSINESS OF THE COMPANY AS ZURICH,
	SWITZERLAND
24	RATIFY AUDITORS	For	For	Management
25	APPROVAL OF THE COMPANY S 2004	For	For	Management
	LONG-TERM INCENTIVE PLAN AS AMENDED
	THROUGH THE FOURTH AMENDMENT
26	RATIFY AUDITORS	For	For	Management
27	APPROVAL OF PAYMENT OF A DIVIDEND	For	For	Management
	THROUGH A REDUCTION OF THE PAR VALUE OF
	OUR SHARES IN AN AMOUNT EQUAL TO THE
	SWISS FRANC EQUIVALENT OF $0.87,
	CONVERTED INTO SWISS FRANCS

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ACE LTD.
Ticker:	ACE	Security ID: H0023R105
Meeting Date: MAY 20, 2009		Meeting Type: Annual

Record Date: MAR 31, 2009
#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Election Of Director: Michael G. Atieh	For	Against	Management
2	Election Of Director: Mary A. Cirillo	For	For	Management
3	Election Of Director: Bruce L. Crockett For		Against	Management
4	Election Of Director: Thomas J. Neff	For	Against	Management
5	Approval Of The Annual Report	For	For	Management
6	Approval Of The Statutory Financial	For	For	Management
	Statements Of Ace Limited
7	Approval Of The Consolidated Financial	For	For	Management
	Statements
8	Allocation Of Disposable Profit	For	For	Management
9	Discharge Of The Board Of Directors	For	For	Management
10	Amendment Of Articles Of Association	For	For	Management
	Relating To Special Auditor
11	Election Of Pricewaterhousecoopers Ag	For	For	Management
	(zurich) As Our Statutoryauditor Until
	Our Next Annual Ordinary General
	Meeting
12	Ratification Of Appointment Of	For	For	Management
	Independent Registered Publicaccounting
	Firm Pricewaterhousecoopers Llp
13	Election Of Bdo Visura (zurich) As	For	For	Management
	Special Auditing Firm Until our Next
	Annual Ordinary General Meeting
14	Approval Of The Payment Of A Dividend	For	For	Management
	In The Form Of Adistribution Through A
	Reduction Of The Par Value Of Our
	Shares

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ALLIED WASTE INDUSTRIES, INC.
Ticker:		AW	Security ID:	019589308
Meeting Date: NOV 14, 2008			Meeting Type: Special
Record Date: OCT 6, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Approve Merger Agreement			For	For	Management
2	Adjourn Meeting			For	For	Management

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AMERICAN ELECTRIC POWER CO.
Ticker:		AEP	Security ID:	025537101
Meeting Date: APR 28, 2009			Meeting Type: Annual
Record Date:		MAR 2, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director E. R. Brooks			For	For	Management
1.2	Elect Director Donald M. Carlton			For	For	Management
1.3	Elect Director Ralph D. Crosby, Jr.			For	For	Management

1.4	Elect Director Linda A. Goodspeed	For	For	Management
1.5	Elect Director Thomas E. Hoaglin	For	For	Management
1.6	Elect Director Lester A. Hudson, Jr.	For	For	Management
1.7	Elect Director Michael G. Morris	For	For	Management
1.8	Elect Director Lionel L. Nowell III	For	For	Management
1.9	Elect Director Richard L. Sandor	For	For	Management
1.10	Elect Director Kathryn D. Sullivan	For	For	Management
1.11	Elect Director Sara Martinez Tucker	For	For	Management
1.12	Elect Director John F. Turner	For	For	Management
2	Eliminate Cumulative Voting and Adopt	For	For	Management
	Majority Voting for Uncontested
	Election of Directors
3	Ratify Auditors	For	For	Management

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AMERIPRISE FINANCIAL, INC.
Ticker:		AMP	Security ID:	03076C106
Meeting Date: APR 22, 2009			Meeting Type: Annual
Record Date: FEB 25, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Warren D. Knowlton			For	For	Management
2	Elect Director Jeffrey Noddle			For	For	Management
3	Elect Director Robert F. Sharpe, Jr.			For	For	Management
4	Ratify Auditors			For	For	Management

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AMGEN, INC.
Ticker:		AMGN	Security ID:	031162100
Meeting Date: MAY 6, 2009			Meeting Type: Annual
Record Date: MAR 9, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director David Baltimore			For	For	Management
2	Elect Director Frank J. Biondi, Jr.			For	For	Management
3	Elect Director Francois de Carbonnel			For	For	Management
4	Elect Director Jerry D. Choate			For	For	Management
5	Elect Director Vance D. Coffman			For	For	Management
6	Elect Director Frederick W. Gluck			For	For	Management
7	Elect Director Frank C. Herringer			For	For	Management
8	Elect Director Gilbert S. Omenn			For	For	Management
9	Elect Director Judith C. Pelham			For	For	Management
10	Elect Director J. Paul Reason			For	For	Management
11	Elect Director Leonard D. Schaeffer			For	For	Management
12	Elect Director Kevin W. Sharer			For	For	Management
13	Ratify Auditors			For	For	Management
14	Approve Omnibus Stock Plan			For	Against	Management
15	Reduce Supermajority Vote Requirement			For	For	Management
16	Amend Articles/Bylaws/Charter -- Call			Against	For	Shareholder
	Special Meetings
17	Reincorporate in Another State [from			Against	Against	Shareholder

Delaware to North Dakota ]

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ANADARKO PETROLEUM CORP.
Ticker:		APC	Security ID:	032511107
Meeting Date: MAY 19, 2009			Meeting Type: Annual
Record Date: MAR 25, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert J. Allison, Jr.			For	For	Management
1.2	Elect Director Peter J. Fluor			For	For	Management
1.3	Elect Director John W. Poduska, Sr.			For	Against	Management
1.4	Elect Director Paula Rosput Reynolds			For	Against	Management
2	Ratify Auditors			For	For	Management
3	Declassify the Board of Directors			For	For	Management
4	Amend EEO Policy to Prohibit			Against	Against	Shareholder
	Discrimination based on Sexual
	Orientation and Gender Identity

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APPLE INC.
Ticker:		AAPL	Security ID:	037833100
Meeting Date: FEB 25, 2009			Meeting Type: Annual
Record Date: DEC 29, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William V. Campbell			For	For	Management
1.2	Elect Director Millard S. Drexler			For	For	Management
1.3	Elect Director Albert A. Gore, Jr.			For	For	Management
1.4	Elect Director Steven P. Jobs			For	For	Management
1.5	Elect Director Andrea Jung			For	For	Management
1.6	Elect Director A.D. Levinson			For	For	Management
1.7	Elect Director Eric E. Schmidt			For	For	Management
1.8	Elect Director Jerome B. York			For	For	Management
2	Report on Political Contributions			Against	Against	Shareholder
3	Adopt Principles for Health Care Reform Against				Against	Shareholder
4	Prepare Sustainability Report			Against	Against	Shareholder
5	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation

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AT&T INC
Ticker:		T	Security ID: 00206R102
Meeting Date: APR 24, 2009			Meeting Type: Annual
Record Date: FEB 25, 2009
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Randall L. Stephenson For			For	Management

1.2	Elect Director William F. Aldinger III	For	Against	Management
1.3	Elect Director Gilbert F. Amelio	For	Against	Management
1.4	Elect Director Reuben V. Anderson	For	For	Management
1.5	Elect Director James H. Blanchard	For	Against	Management
1.6	Elect Director August A. Busch III	For	For	Management
1.7	Elect Director Jaime Chico Pardo	For	Against	Management
1.8	Elect Director James P. Kelly	For	For	Management
1.9	Elect Director Jon C. Madonna	For	For	Management
1.10	Elect Director Lynn M. Martin	For	For	Management
1.11	Elect Director John B. McCoy	For	For	Management
1.12	Elect Director Mary S. Metz	For	For	Management
1.13	Elect Director Joyce M. Roche	For	For	Management
1.14	Elect Director Laura D Andrea Tyson	For	For	Management
1.15	Elect Director Patricia P. Upton	For	Against	Management
2	Ratify Auditors	For	For	Management
3	Increase Authorized Common Stock	For	For	Management
4	Report on Political Contributions	Against	Against	Shareholder
5	Amend Articles/Bylaws/Charter -- Call	Against	Against	Shareholder
	Special Meetings
6	Provide for Cumulative Voting	Against	Against	Shareholder
7	Require Independent Board Chairman	Against	Against	Shareholder
8	Advisory Vote to Ratify Named Executive Against		For	Shareholder
	Officers' Compensation
9	Exclude Pension Credits ftom Earnings	Against	For	Shareholder
	Performance Measure

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BANK OF AMERICA CORP.
Ticker:		BAC	Security ID:	060505104
Meeting Date: DEC 5, 2008			Meeting Type: Special
Record Date: OCT 10, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Issue Shares in Connection with			For	For	Management
	Acquisition
2	Amend Omnibus Stock Plan			For	Against	Management
3	Increase Authorized Common Stock			For	For	Management
4	Adjourn Meeting			For	For	Management

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BAXTER INTERNATIONAL INC.
Ticker:		BAX	Security ID:	071813109
Meeting Date: MAY 5, 2009			Meeting Type: Annual
Record Date: MAR 9, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Walter E. Boomer			For	For	Management
1.2	Elect Director James R. Gavin III			For	For	Management
1.3	Elect Director Peter S. Hellman			For	For	Management
1.4	Elect Director K. J. Storm			For	For	Management
2	Ratify Auditors			For	For	Management

3  Report on Animal Testing  Against  Against  Shareholder 

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BIOGEN IDEC INC.
Ticker:		BIIB	Security ID: 09062X103
Meeting Date: JUN 3, 2009			Meeting Type: Proxy Contest
Record Date: APR 6, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
	Management Proxy (White Card)
1.1	Elect Director Lawrence C. Best			For	None	Management
1.2	Elect Director Alan B. Glassberg			For	None	Management
1.3	Elect Director Robert W. Pangia			For	None	Management
1.4	Elect Director William D. Young			For	None	Management
2	Ratify Auditors			For	None	Management
3	Adopt Majority Voting for Uncontested			For	None	Management
	Election of Directors
4	Fix Size of Board at 13 and Remove the			Against	None	Shareholder
	Board's Ability to Change the Size of
	the Board
5	Reincorporate in Another State [North			Against	None	Shareholder
	Dakota]
#	Proposal			Diss Rec	Vote Cast	Sponsor
	Dissident Proxy (Gold Card)
1.1	Elect Director Alexander J. Denner			For	For	Shareholder
1.2	Elect Director Richard C. Mulligan			For	For	Shareholder
1.3	Elect Director Thomas F. Deuel			For	Withhold	Shareholder
1.4	Elect Director David Sidransky			For	Withhold	Shareholder
2	Fix Size of Board at 13 and Remove the			For	For	Shareholder
	Board's Ability to Change the Size of
	the Board
3	Reincorporate in Another State [North			For	Against	Shareholder
	Dakota]
4	Ratify Auditors			For	For	Management
5	Adopt Majority Voting for Uncontested			For	For	Management
	Election of Directors

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BLACKROCK, INC.
Ticker:		BLK	Security ID: 09247X101
Meeting Date: MAY 21, 2009			Meeting Type: Annual
Record Date: MAR 24, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William S. Demchak			For	For	Management
1.2	Elect Director Kenneth B. Dunn			For	For	Management
1.3	Elect Director Laurence D. Fink			For	For	Management
1.4	Elect Director Robert S. Kapito			For	For	Management
1.5	Elect Director Brian T. Moynihan			For	For	Management
1.6	Elect Director Thomas H. O'Brien			For	For	Management

2  Ratify Auditors  For  For  Management 

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BROADCOM CORP.
Ticker:		BRCM	Security ID:	111320107
Meeting Date: MAY 14, 2009			Meeting Type: Annual
Record Date: MAR 16, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director George L. Farinsky			For	For	Management
1.2	Elect Director Nancy H. Handel			For	For	Management
1.3	Elect Director Eddy W. Hartenstein			For	Withhold	Management
1.4	Elect Director John Major			For	Withhold	Management
1.5	Elect Director Scott A. McGregor			For	For	Management
1.6	Elect Director William T. Morrow			For	For	Management
1.7	Elect Director Robert E. Switz			For	For	Management
2	Ratify Auditors			For	For	Management

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CADBURY PLC
Ticker:		CBY	Security ID: 12721E102
Meeting Date: MAY 14, 2009			Meeting Type: Annual
Record Date: APR 9, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Accept Financial Statements and			For	For	Management
	Statutory Reports
2	Approve Final Dividend of 11.1 Pence			For	For	Management
	Per Ordinary Share
3	Approve Remuneration Report			For	For	Management
4	Re-elect Roger Carr as Director			For	For	Management
5	Re-elect Todd Stitzer as Director			For	For	Management
6	Elect Baroness Hogg as Director			For	For	Management
7	Elect Colin Day as Director			For	For	Management
8	Elect Andrew Bonfield as Director			For	For	Management
9	Reappoint Deloitte LLP as Auditors of			For	For	Management
	the Company
10	Authorise Board to Fix Remuneration of			For	For	Management
	Auditors
11	Authorise Company and its Subsidiaries			For	For	Management
	to Make EU Political Donations to
	Political Parties or Independent
	Election Candidates, to Political
	Organisations Other than Political
	Parties and to Incur EU Political
	Expenditure up to GBP 100,000
12	Authorise Issue of Equity with			For	For	Management
	Pre-emptive Rights Under a General
	Authority up to GBP 45,410,520 and an
	Additional Amount Pursuant to a Rights
	Issue of up to GBP 90,821,040 After

	Deducting Any Securities Issued Under
	the General Authority
13	Authorise Issue of Equity or	For	For	Management
	Equity-Linked Securities without
	Pre-emptive Rights up to Aggregate
	Nominal Amount of GBP 6,811,578
14	Authorise Market Purchase of up to GBP	For	For	Management
	13,623,156
15	Approve That a General Meeting Other	For	For	Management
	Than an Annual General Meeting May Be
	Called on Not Less than 14 Clear Days'
	Notice

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CARNIVAL CORP.
Ticker:		CCL	Security ID: 143658300
Meeting Date: APR 15, 2009			Meeting Type: Annual
Record Date: FEB 17, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	DIRECTOR MICKY ARISON			For	For	Management
1.2	DIRECTOR A. RICHARD G. CAPEN, JR			For	For	Management
1.3	DIRECTOR ROBERT H. DICKINSON			For	For	Management
1.4	DIRECTOR ARNOLD W. DONALD			For	For	Management
1.5	DIRECTOR PIER LUIGI FOSCHI			For	For	Management
1.6	DIRECTOR HOWARD S. FRANK			For	For	Management
1.7	DIRECTOR RICHARD J. GLASIER			For	For	Management
1.8	DIRECTOR MODESTO A. MAIDIQUE			For	For	Management
1.9	DIRECTOR SIR JOHN PARKER			For	For	Management
1.10	DIRECTOR PETER G. RATCLIFFE			For	For	Management
1.11	DIRECTOR STUART SUBOTNICK			For	For	Management
1.12	DIRECTOR LAURA WEIL			For	For	Management
1.13	DIRECTOR RANDALL J. WEISENBURGER			For	For	Management
1.14	DIRECTOR UZI ZUCKER			For	For	Management
2	TO RE-APPOINT PRICEWATERHOUSECOOPERS			For	For	Management
	LLP AS INDEPENDENTAUDITORS FOR CARNIVAL
	PLC.
3	TO AUTHORIZE THE AUDIT COMMITTEE OF			For	For	Management
	CARNIVAL PLC TO AGREE TO THE
	REMUNERATION OF THE INDEPENDENT
	AUDITORS.
4	TO RECEIVE THE UK ACCOUNTS AND REPORTS			For	For	Management
	OF THE DIRECTORS AND AUDITORS OF
	CARNIVAL PLC FOR THE FINANCIAL YEAR
	ENDED NOVEMBER 30, 2008.
5	TO APPROVE THE DIRECTORS REMUNERATION			For	Against	Management
	REPORT OF CARNIVAL PLC FOR THE
	FINANCIAL YEAR ENDED NOVEMBER 30, 2008.
6	TO INCREASE THE AMOUNT OF THE			For	For	Management
	AUTHORIZED BUT UNISSUED SHARE CAPITAL
	OF CARNIVAL PLC.
7	TO ADOPT THE AMENDED AND RESTATED			For	For	Management
	ARTICLES OF ASSOCIATION OF CARNIVAL
	PLC.

8	TO APPROVE CERTAIN AMENDMENTS TO THE	For	For	Management
	ARTICLES OF ASSOCIATION OF CARNIVAL
	PLC, TO TAKE EFFECT FROM OCTOBER 1,
	2009.
9	TO APPROVE THE GIVING OF AUTHORITY FOR	For	For	Management
	THE ALLOTMENT OF NEW SHARES BY CARNIVAL
	PLC.
10	TO APPROVE THE DISAPPLICATION OF	For	For	Management
	PRE-EMPTION RIGHTS IN RELATION TO THE
	ALLOTMENT OF NEW SHARES BY CARNIVAL
	PLC.
11	TO APPROVE A GENERAL AUTHORITY FOR	For	For	Management
	CARNIVAL PLC TO BUY BACK CARNIVAL PLC
	ORDINARY SHARES IN THE OPEN MARKET.

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CEPHALON, INC.
Ticker:		CEPH	Security ID:	156708109
Meeting Date: MAY 12, 2009			Meeting Type: Annual
Record Date: MAR 17, 2009
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Frank Baldino, Jr.,				For	For	Management
	Ph.D.
1.2	Elect Director William P. Egan				For	For	Management
1.3	Elect Director Martyn D. Greenacre				For	For	Management
1.4	Elect Director Vaughn M. Kailian				For	For	Management
1.5	Elect Director Kevin E. Moley				For	For	Management
1.6	Elect Director Charles A. Sanders, M.D. For					For	Management
1.7	Elect Director Gail R. Wilensky, Ph.D.				For	For	Management
1.8	Elect Director Dennis L. Winger				For	For	Management
2	Amend Stock Option Plan				For	For	Management
3	Ratify Auditors				For	For	Management

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CHARLES SCHWAB CORP., THE
Ticker:		SCHW	Security ID:	808513105
Meeting Date: MAY 14, 2009			Meeting Type: Annual
Record Date: MAR 16, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Nancy H. Bechtle			For	For	Management
1.2	Elect Director Walter W. Bettinger II			For	For	Management
1.3	Elect Director C. Preston Butcher			For	For	Management
2	Report on Political Contributions			Against	Against	Shareholder
3	Adopt a Policy in which the Company			Against	Against	Shareholder
	will not Make or Promise to Make Any
	Death Benefit Payments to Senior
	Executives
4	Amend Corporate Executive Bonus Plan			Against	Against	Shareholder

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CHEVRON CORPORATION
Ticker:		CVX	Security ID: 166764100
Meeting Date: MAY 27, 2009			Meeting Type: Annual
Record Date: APR 1, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director S. H. Armacost			For	For	Management
1.2	Elect Director L. F. Deily			For	For	Management
1.3	Elect Director R. E. Denham			For	For	Management
1.4	Elect Director R. J. Eaton			For	For	Management
1.5	Elect Director E. Hernandez			For	For	Management
1.6	Elect Director F. G. Jenifer			For	For	Management
1.7	Elect Director S. Nunn			For	For	Management
1.8	Elect Director D. J. O'Reilly			For	For	Management
1.9	Elect Director D. B. Rice			For	For	Management
1.10	Elect Director K. W. Sharer			For	For	Management
1.11	Elect Director C. R. Shoemate			For	For	Management
1.12	Elect Director R. D. Sugar			For	For	Management
1.13	Elect Director C. Ware			For	For	Management
1.14	Elect Director J. S. Watson			For	For	Management
2	Ratify Auditors			For	For	Management
3	Amend Executive Incentive Bonus Plan			For	For	Management
4	Amend Omnibus Stock Plan			For	For	Management
5	Amend Articles/Bylaws/Charter -- Call			Against	Against	Shareholder
	Special Meetings
6	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation
7	Adopt Quantitative GHG Goals for			Against	Against	Shareholder
	Products and Operations
8	Adopt Guidelines for Country Selection			Against	Against	Shareholder
9	Adopt Human Rights Policy			Against	Against	Shareholder
10	Report on Market Specific Environmental Against				Against	Shareholder
	Laws

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

CISCO SYSTEMS, INC.
Ticker:		CSCO	Security ID: 17275R102
Meeting Date: NOV 13, 2008			Meeting Type: Annual
Record Date: SEP 15, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Carol A. Bartz			For	For	Management
2	Elect Director M. Michele Burns			For	For	Management
3	Elect Director Michael D. Capellas			For	For	Management
4	Elect Director Larry R. Carter			For	For	Management
5	Elect Director John T. Chambers			For	For	Management
6	Elect Director Brian L. Halla			For	For	Management
7	Elect Director John L. Hennessy			For	For	Management
8	Elect Director Richard M. Kovacevich			For	For	Management
9	Elect Director Roderick C. McGeary			For	For	Management

10	Elect Director Michael K. Powell	For	For	Management
11	Elect Director Steven M. West	For	For	Management
12	Elect Director Jerry Yang	For	For	Management
13	Ratify Auditors	For	For	Management
14	Amend Bylaws to Establish a Board	Against	Against	Shareholder
	Committee on Human Rights
15	Report on Internet Fragmentation	Against	Against	Shareholder

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

COCA-COLA ENTERPRISES INC.
Ticker:		CCE	Security ID:	191219104
Meeting Date: APR 21, 2009			Meeting Type: Annual
Record Date: FEB 23, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Calvin Darden			For	For	Management
1.2	Elect Director Donna A. James			For	For	Management
1.3	Elect Director Thomas H. Johnson			For	For	Management
2	Ratify Auditors			For	For	Management
3	Submit Severance Agreement to (Change			Against	For	Shareholder
	in control) to Shareholder Vote
4	Adopt Principles for Health Care Reform Against				Against	Shareholder

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

COLGATE-PALMOLIVE CO.
Ticker:		CL	Security ID:	194162103
Meeting Date: MAY 8, 2009			Meeting Type: Annual
Record Date: MAR 9, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John T. Cahill			For	For	Management
1.2	Elect Director Jill K. Conway			For	For	Management
1.3	Elect Director Ian Cook			For	For	Management
1.4	Elect Director Ellen M. Hancock			For	For	Management
1.5	Elect Director David W. Johnson			For	For	Management
1.6	Elect Director Richard J. Kogan			For	For	Management
1.7	Elect Director Delano E. Lewis			For	For	Management
1.8	Elect Director J. Pedro Reinhard			For	For	Management
1.9	Elect Director Stephen I. Sadove			For	For	Management
2	Ratify Auditors			For	For	Management
3	Approve Omnibus Stock Plan			For	For	Management
4	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation

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

COVIDIEN LTD.
Ticker:	COV	Security ID: G2552X108
Meeting Date: MAR 18, 2009		Meeting Type: Annual

Record Date: JAN 6, 2009
#	Proposal	Mgt Rec	Vote Cast	Sponsor
1a	Elect Craig Arnold as Director	For	For	Management
1b	Elect Robert H. Brust as Director	For	For	Management
1c	Elect John M. Connors, Jr. as Director	For	For	Management
1d	Elect Christopher J. Coughlin as	For	For	Management
	Director
1e	Elect Timothy M. Donahue as Director	For	For	Management
1f	Elect Kathy J. Herbert as Director	For	For	Management
1g	Elect Randall J. Hogan, III as	For	For	Management
	Director
1h	Elect Richard J. Meelia as Director	For	For	Management
1i	Elect Dennis H. Reilley as Director	For	For	Management
1j	Elect Tadataka Yamada as Director	For	For	Management
1k	Elect Joseph A. Zaccagnino as Director	For	For	Management
2	Approve Amended and Restated 2007 Stock For		For	Management
	and Incentive Plan
3	Approve Auditors and Authorize Board to For		For	Management
	Fix Their Remuneration

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

COVIDIEN LTD.
Ticker:		COV	Security ID:	G2552X108
Meeting Date: MAY 28, 2009			Meeting Type: Court
Record Date: APR 17, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Approve Reincorporation from Bermuda to For				For	Management
	Ireland through Scheme of Arrangement
2	Approve the Creation of Distributable			For	For	Management
	Reserves of Covidien plc

3  Adjourn Meeting  For  For  Management 

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

CVS CAREMARK CORP
Ticker:		CVS	Security ID:	126650100
Meeting Date: MAY 6, 2009			Meeting Type: Annual
Record Date: MAR 12, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edwin M. Banks			For	For	Management
1.2	Elect Director C. David Brown II			For	For	Management
1.3	Elect Director David W. Dorman			For	For	Management
1.4	Elect Director Kristen E. Gibney			For	For	Management
	Williams
1.5	Elect Director Marian L. Heard			For	For	Management
1.6	Elect Director William H. Joyce			For	For	Management
1.7	Elect Director Jean-Pierre Million			For	For	Management
1.8	Elect Director Terrence Murray			For	For	Management
1.9	Elect Director C.A. Lance Piccolo			For	For	Management

1.10	Elect Director Sheli Z. Rosenberg	For	For	Management
1.11	Elect Director Thomas M. Ryan	For	For	Management
1.12	Elect Director Richard J. Swift	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Articles/Bylaws/Charter -- Call	Against	For	Shareholder
	Special Meetings
4	Require Independent Board Chairman	Against	Against	Shareholder
5	Report on Political Contributions	Against	Against	Shareholder
6	Advisory Vote to Ratify Named Executive    Against		For	Shareholder
	Officers' Compensation

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

DARDEN RESTAURANTS, INC.
Ticker:		DRI	Security ID:	237194105
Meeting Date: SEP 12, 2008			Meeting Type: Annual
Record Date: JUL 21, 2008
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Leonard L. Berry				For	For	Management
1.2	Elect Director Odie C. Donald				For	For	Management
1.3	Elect Director David H. Hughes				For	For	Management
1.4	Elect Director Charles A Ledsinger, Jr.          For					For	Management
1.5	Elect Director William M. Lewis, Jr.				For	For	Management
1.6	Elect Director Connie Mack, III				For	For	Management
1.7	Elect Director Andrew H. (Drew) Madsen				For	For	Management
1.8	Elect Director Clarence Otis, Jr.				For	For	Management
1.9	Elect Director Michael D. Rose				For	For	Management
1.10	Elect Director Maria A. Sastre				For	For	Management
1.11	Elect Director Jack A. Smith				For	For	Management
2	Amend Omnibus Stock Plan				For	For	Management
3	Ratify Auditors				For	For	Management

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

DOMINION RESOURCES, INC.
Ticker:		D	Security ID: 25746U109
Meeting Date: MAY 5, 2009			Meeting Type: Annual
Record Date: FEB 27, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Peter W. Brown			For	For	Management
1.2	Elect Director George A. Davidson, Jr.			For	For	Management
1.3	Elect Director Thomas F. Farrell, II			For	For	Management
1.4	Elect Director John W. Harris			For	Against	Management
1.5	Elect Director Robert S. Jepson, Jr.			For	Against	Management
1.6	Elect Director Mark J. Kington			For	Against	Management
1.7	Elect Director Benjamin J. Lambert, III          For				For	Management
1.8	Elect Director Margaret A. McKenna			For	For	Management
1.9	Elect Director Frank S. Royal			For	Against	Management
1.10	Elect Director David A. Wollard			For	Against	Management
2	Ratify Auditors			For	For	Management
3	Amend Omnibus Stock Plan			For	For	Management

4	Establish Fossil-Fuel-Free Energy Goal	Against	Against	Shareholder
5	Advisory Vote to Ratify Named Executive Against		For	Shareholder
	Officers' Compensation
6	Submit SERP to Shareholder Vote	Against	For	Shareholder

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

DOVER CORPORATION
Ticker:		DOV	Security ID:	260003108
Meeting Date: MAY 7, 2009			Meeting Type: Annual
Record Date: MAR 10, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director D. H. Benson			For	For	Management
1.2	Elect Director R. W. Cremin			For	For	Management
1.3	Elect Director T. J. Derosa			For	For	Management
1.4	Elect Director J-P. M. Ergas			For	For	Management
1.5	Elect Director P. T. Francis			For	For	Management
1.6	Elect Directors K. C. Graham			For	For	Management
1.7	Elect Director J. L. Koley			For	For	Management
1.8	Elect Director R. A. Livingston			For	For	Management
1.9	Elect Director R. K. Lochridge			For	For	Management
1.10	Elect Director B. G. Rethore			For	For	Management
1.11	Elect Director M. B. Stubbs			For	For	Management
1.12	Elect Director M. A. Winston			For	For	Management
2	Amend Omnibus Stock Plan			For	For	Management
3	Amend Executive Incentive Bonus Plan			For	For	Management
4	Report on Climate Change			Against	Against	Shareholder
5	Ratify Auditors			For	For	Management

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

EMERSON ELECTRIC CO.
Ticker:		EMR	Security ID:	291011104
Meeting Date: FEB 3, 2009			Meeting Type: Annual
Record Date: NOV 25, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director A.A. Busch III			For	For	Management
1.2	Elect Director A.F. Golden			For	For	Management
1.3	Elect Director H. Green			For	For	Management
1.4	Elect Director W.R. Johnson			For	For	Management
1.5	Elect Director J.B. Menzer			For	For	Management
1.6	Elect Director V.R. Loucks, Jr.			For	For	Management
2	Ratify Auditors			For	For	Management

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

ESTEE LAUDER COMPANIES INC., THE

Ticker:	EL	Security ID: 518439104
Meeting Date: NOV 7, 2008		Meeting Type: Annual

Record Date: SEP 16, 2008
#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Charlene Barshefsky	For	For	Management
1.2	Elect Director Leonard A. Lauder	For	For	Management
1.3	Elect Director Ronald S. Lauder	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Ratify Auditors	For	For	Management

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

EXXON MOBIL CORP.
Ticker:		XOM	Security ID: 30231G102
Meeting Date: MAY 27, 2009			Meeting Type: Annual
Record Date: APR 6, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director M.J. Boskin			For	For	Management
1.2	Elect Director L.R. Faulkner			For	For	Management
1.3	Elect Director K.C. Frazier			For	For	Management
1.4	Elect Director .W. George			For	For	Management
1.5	Elect Director R.C. King			For	For	Management
1.6	Elect Director M.C. Nelson			For	For	Management
1.7	Elect Director S.J. Palmisano			For	For	Management
1.8	Elect Director S.S Reinemund			For	For	Management
1.9	Elect Director R.W. Tillerson			For	For	Management
1.10	Elect Director E.E. Whitacre, Jr.			For	For	Management
2	Ratify Auditors			For	For	Management
3	Provide for Cumulative Voting			Against	Against	Shareholder
4	Amend Articles/Bylaws/Charter -- Call			Against	For	Shareholder
	Special Meetings
5	Reincorporate in Another State [from			Against	Against	Shareholder
	New Jersey to North Dakota]
6	Require Independent Board Chairman			Against	Against	Shareholder
7	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation
8	Compare CEO Compensation to Average			Against	Against	Shareholder
	U.S. per Capita Income
9	Review Anti-discrimination Policy on			Against	Against	Shareholder
	Corporate Sponsorships and Executive
	Perks
10	Amend EEO Policy to Prohibit			Against	Against	Shareholder
	Discrimination based on Sexual
	Orientation and Gender Identity
11	Adopt Quantitative GHG Goals for			Against	Against	Shareholder
	Products and Operations
12	Report on Climate Change Impacts on			Against	Against	Shareholder
	Emerging Countries
13	Adopt Policy to Increase Renewable			Against	Against	Shareholder
	Energy

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

FAMILY DOLLAR STORES, INC.

Ticker:		FDO	Security ID:	307000109
Meeting Date: JAN 15, 2009			Meeting Type: Annual
Record Date: NOV 28, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Mark R. Bernstein			For	For	Management
1.2	Elect Director Pamela L. Davies			For	For	Management
1.3	Elect Director Sharon Allred Decker			For	For	Management
1.4	Elect Director Edward C. Dolby			For	For	Management
1.5	Elect Director Glenn A. Eisenberg			For	For	Management
1.6	Elect Director Howard R. Levine			For	For	Management
1.7	Elect Director George R. Mahoney, Jr.			For	For	Management
1.8	Elect Director James G. Martin			For	For	Management
1.9	Elect Director Harvey Morgan			For	For	Management
1.10	Elect Director Dale C. Pond			For	For	Management
2	Ratify Auditors			For	For	Management

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

FIFTH THIRD BANCORP
Ticker:		FITB	Security ID:	316773100
Meeting Date: DEC 29, 2008			Meeting Type: Special
Record Date: DEC 4, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Amend Articles of Incorporation and			For	For	Management
	Amend Code of Regulations
2	Amend Articles of Incorporation to			For	For	Management
	Revise Express Terms of Series G
	Preferred Stock
3	Amend Articles of Incorporation and			For	Against	Management
	Amend Code of Regulations
4	Adjourn Meeting			For	Against	Management

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

FIRST HORIZON NATIONAL CORP
Ticker:		FHN	Security ID:	320517105
Meeting Date: APR 21, 2009			Meeting Type: Annual
Record Date: FEB 20, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Mark A. Emkes			For	For	Management
1.2	Elect Director D. Bryan Jordan			For	For	Management
1.3	Elect Director R. Brad Martin			For��	For	Management
1.4	Elect Director Vicki R. Palmer			For	For	Management
1.5	Elect Director William B. Sansom			For	For	Management
2	Ratify Auditors			For	For	Management
3	Advisory Vote to Ratify Named Executive For				For	Management
	Officers' Compensation

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

FLUOR CORP.
Ticker:		FLR	Security ID:	343412102
Meeting Date: MAY 6, 2009			Meeting Type: Annual
Record Date: MAR 10, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Peter K. Barker			For	For	Management
1.2	Elect Director Alan L. Boeckmann			For	For	Management
1.3	Elect Director Vilma S. Martinez			For	For	Management
1.4	Elect Director Dean R. O'Hare			For	For	Management
2	Ratify Auditors			For	For	Management

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

FREEPORT-MCMORAN COPPER & GOLD INC.
Ticker:		FCX	Security ID: 35671D857
Meeting Date: JUN 11, 2009			Meeting Type: Annual
Record Date: APR 14, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard C. Adkerson			For	For	Management
1.2	Elect Director Robert J. Allison, Jr.			For	Withhold	Management
1.3	Elect Director Robert A. Day			For	For	Management
1.4	Elect Director Gerald J. Ford			For	For	Management
1.5	Elect Director H. Devon Graham, Jr.			For	Withhold	Management
1.6	Elect Director J. Bennett Johnston			For	For	Management
1.7	Elect Director Charles C. Krulak			For	Withhold	Management
1.8	Elect Director Bobby Lee Lackey			For	Withhold	Management
1.9	Elect Director Jon C. Madonna			For	For	Management
1.10	Elect Director Dustan E. McCoy			For	For	Management
1.11	Elect Director Gabrielle K. McDonald			For	For	Management
1.12	Elect Director James R. Moffett			For	For	Management
1.13	Elect Director B.M. Rankin, Jr.			For	For	Management
1.14	Elect Director J. Stapleton Roy			For	For	Management
1.15	Elect Director Stephen H. Siegele			For	For	Management
1.16	Elect Director J. Taylor Wharton			For	For	Management
2	Ratify Auditors			For	For	Management
3	Approve Executive Incentive Bonus Plan			For	For	Management
4	Request Director Nominee Environmental			Against	Against	Shareholder
	Qualifications

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

GENERAL ELECTRIC CO.
Ticker:		GE	Security ID:	369604103
Meeting Date: APR 22, 2009			Meeting Type: Annual
Record Date: FEB 23, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James I. Cash, Jr.			For	For	Management

1.2	Elect Director William M. Castell	For	For	Management
1.3	Elect Director Ann M. Fudge	For	For	Management
1.4	Elect Director Susan Hockfield	For	For	Management
1.5	Elect Director Jeffrey R. Immelt	For	For	Management
1.6	Elect Director Andrea Jung	For	For	Management
1.7	Elect Director Alan G. (A.G.) Lafley	For	For	Management
1.8	Elect Director Robert W. Lane	For	For	Management
1.9	Elect Director Ralph S. Larsen	For	For	Management
1.10	Elect Director Rochelle B. Lazarus	For	For	Management
1.11	Elect Director James J. Mulva	For	For	Management
1.12	Elect Director Sam Nunn	For	For	Management
1.13	Elect Director Roger S. Penske	For	For	Management
1.14	Elect Director Robert J. Swieringa	For	For	Management
1.15	Elect Director Douglas A. Warner III	For	For	Management
2	Ratify Auditors	For	For	Management
3	Provide for Cumulative Voting	Against	Against	Shareholder
4	Advisory Vote to Ratify Named Executive Against		For	Shareholder
	Officers' Compensation
5	Evaluate the Potential Conversion of	Against	Against	Shareholder
	the Corporation's Business Units into
	Four or More Public Corporations and
	Distribute New Shares
6	Adopt Policy to Cease the Payments of	Against	Against	Shareholder
	Dividends or Equivalent Payments to
	Senior Executives for Shares Not Owned
7	Submit Severance Agreement (Change in	Against	Against	Shareholder
	Control) to shareholder Vote

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

GILEAD SCIENCES, INC.
Ticker:		GILD	Security ID:	375558103
Meeting Date: MAY 6, 2009			Meeting Type: Annual
Record Date: MAR 9, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Paul Berg			For	For	Management
1.2	Elect Director John F. Cogan			For	For	Management
1.3	Elect Director Etienne F. Davignon			For	For	Management
1.4	Elect Director James M. Denny			For	For	Management
1.5	Elect Director Carla A. Hills			For	For	Management
1.6	Elect Director John W. Madigan			For	For	Management
1.7	Elect Director John C. Martin			For	For	Management
1.8	Elect Director Gordon E. Moore			For	For	Management
1.9	Elect Director Nicholas G. Moore			For	For	Management
1.10	Elect Director Richard J. Whitley			For	For	Management
1.11	Elect Director Gayle E. Wilson			For	For	Management
2	Ratify Auditors			For	For	Management
3	Amend Omnibus Stock Plan			For	For	Management

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

GOOGLE INC

Ticker:		GOOG	Security ID: 38259P508
Meeting Date: MAY 7, 2009			Meeting Type: Annual
Record Date: MAR 10, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Eric Schmidt			For	Withhold	Management
1.2	Elect Director Sergey Brin			For	Withhold	Management
1.3	Elect Director Larry Page			For	Withhold	Management
1.4	Elect Director L. John Doerr			For	Withhold	Management
1.5	Elect Director John L. Hennessy			For	Withhold	Management
1.6	Elect Director Arthur D. Levinson			For	Withhold	Management
1.7	Elect Director Ann Mather			For	Withhold	Management
1.8	Elect Director Paul S. Otellini			For	Withhold	Management
1.9	Elect Director K. Ram Shriram			For	Withhold	Management
1.10	Elect Director Shirley M. Tilghman			For	Withhold	Management
2	Ratify Auditors			For	For	Management
3	Amend Omnibus Stock Plan			For	Against	Management
4	Report on Political Contributions			For	Against	Shareholder
5	Adopt Policies to Protect Freedom of			Against	Against	Shareholder
	Access to the Internet
6	Adopt Principles for Health Care Reform Against				Against	Shareholder

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

HALLIBURTON CO.
Ticker:		HAL	Security ID: 406216101
Meeting Date: MAY 20, 2009			Meeting Type: Annual
Record Date: MAR 23, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Alan M. Bennett			For	For	Management
1.2	Elect Director James R. Boyd			For	For	Management
1.3	Elect Director Milton Carroll			For	For	Management
1.4	Elect Director S. Malcolm Gillis			For	For	Management
1.5	Elect Director James T. Hackett			For	For	Management
1.6	Elect Director David J. Lesar			For	For	Management
1.7	Elect Director Robert A. Malone			For	For	Management
1.8	Elect Director J. Landis Martin			For	For	Management
1.9	Elect Director Jay A. Precourt			For	For	Management
1.10	Elect Director Debra L. Reed			For	For	Management
2	Ratify Auditors			For	For	Management
3	Amend Omnibus Stock Plan			For	For	Management
4	Amend Qualified Employee Stock Purchase For				For	Management
	Plan
5	Review and Asses Human Rights Policies			Against	Against	Shareholder
6	Report on Political Contributions			Against	Against	Shareholder
7	Adopt Low Carbon Energy Policy			Against	Against	Shareholder
8	Disclose Information on Compensation			Against	Against	Shareholder
	Consultant
9	Amend Articles/Bylaws/Charter -- Call			Against	Against	Shareholder
	Special Meetings
10	Establish Independent Director			Against	Against	Shareholder
	Committee to Review and Report on
	Financial Misconducts and Human Rights
	Abuses

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

HESS CORPORATION
Ticker:		HES	Security ID: 42809H107
Meeting Date: MAY 6, 2009			Meeting Type: Annual
Record Date: MAR 16, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director J.B. Hess			For	For	Management
1.2	Elect Director S.W. Bodman			For	For	Management
1.3	Elect Director R. Lavizzo-Mourey			For	For	Management
1.4	Elect Director C.G. Matthews			For	For	Management
1.5	Elect Director E.H. von Metzsch			For	For	Management
2	Ratify Auditors			For	For	Management

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

HEWLETT-PACKARD COMPANY
Ticker:		HPQ	Security ID:	428236103
Meeting Date: MAR 18, 2009			Meeting Type: Annual
Record Date: JAN 20, 2009
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1	Elect Director Lawrence T. Babbio, Jr.				For	For	Management
2	Elect Director Sari M. Baldauf				For	For	Management
3	Elect Director Rajiv L. Gupta				For	For	Management
4	Elect Director John H. Hammergren				For	For	Management
5	Elect Director Mark V. Hurd				For	For	Management
6	Elect Director Joel Z. Hyatt				For	For	Management
7	Elect Director John R. Joyce				For	For	Management
8	Elect Director Robert L. Ryan				For	For	Management
9	Elect Director Lucille S. Salhany				For	For	Management
10	Elect Director G. Kennedy Thompson				For	For	Management
11	Ratify Auditors				For	For	Management

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

HOME DEPOT, INC.
Ticker:		HD	Security ID:	437076102
Meeting Date: MAY 28, 2009			Meeting Type: Annual
Record Date: MAR 30, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director F. Duane Ackerman			For	For	Management
2	Elect Director David H. Batchelder			For	For	Management
3	Elect Director Francis S. Blake			For	For	Management
4	Elect Director Ari Bousbib			For	For	Management
5	Elect Director Gregory D. Brenneman			For	For	Management
6	Elect Director Albert P. Carey			For	For	Management
7	Elect Director Armando Codina			For	For	Management

8	Elect Director Bonnie G. Hill	For	For	Management
9	Elect Director Karen L. Katen	For	For	Management
10	Ratify Auditors	For	For	Management
11	Approve Right to Call Special Meetings	For	For	Management
12	Provide for Cumulative Voting	Against	Against	Shareholder
13	Call Special Meetings	Against	Against	Shareholder
14	Prepare Employment Diversity Report	Against	Against	Shareholder
15	Advisory Vote to Ratify Named Executive Against		For	Shareholder
	Officers' Compensation
16	Assess Energy Use and Establish	Against	Against	Shareholder
	Reduction Targets

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

HOSPIRA, INC.
Ticker:		HSP	Security ID:	441060100
Meeting Date: MAY 14, 2009			Meeting Type: Annual
Record Date: MAR 18, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Christopher B. Begley			For	For	Management
1.2	Elect Director Barbara L. Bowles			For	For	Management
1.3	Elect Director Roger W. Hale			For	For	Management
1.4	Elect Director John C. Staley			For	For	Management
1.5	Elect Director Heino von Prondzynski			For	For	Management
2	Ratify Auditors			For	For	Management
3	Amend Omnibus Stock Plan			For	Against	Management

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

INTEL CORPORATION
Ticker:		INTC	Security ID:	458140100
Meeting Date: MAY 20, 2009			Meeting Type: Annual
Record Date: MAR 23, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Charlene Barshefsky			For	For	Management
2	Elect Director Susan L. Decker			For	For	Management
3	Elect Director John J. Donahoe			For	For	Management
4	Elect Director Reed E. Hundt			For	For	Management
5	Elect Director Paul S. Otellini			For	For	Management
6	Elect Director James D. Plummer			For	For	Management
7	Elect Director David S. Pottruck			For	For	Management
8	Elect Director Jane E. Shaw			For	For	Management
9	Elect Director John L. Thornton			For	For	Management
10	Elect Director Frank D. Yeary			For	For	Management
11	Elect Director David B. Yoffie			For	For	Management
12	Ratify Auditors			For	For	Management
13	Amend Omnibus Stock Plan			For	For	Management
14	Approve Stock Option Exchange Program			For	For	Management
15	Advisory Vote to Ratify Named Executive For				For	Management
	Officers' Compensation
16	Provide for Cumulative Voting			Against	Against	Shareholder

17  Adopt Policy on Human Rights to Water  Against  Against  Shareholder 

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

INTERNATIONAL GAME TECHNOLOGY
Ticker:		IGT	Security ID:	459902102
Meeting Date: MAR 3, 2009			Meeting Type: Annual
Record Date: JAN 6, 2009
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert A. Bittman				For	For	Management
1.2	Elect Director Richard R. Burt				For	For	Management
1.3	Elect Director Patti S. Hart				For	For	Management
1.4	Elect Director Robert A. Mathewson				For	For	Management
1.5	Elect Director Thomas J. Matthews				For	For	Management
1.6	Elect Director Robert Miller				For	For	Management
1.7	Elect Director Frederick B. Rentschler				For	For	Management
1.8	Elect Director David E. Roberson				For	For	Management
2	Amend Omnibus Stock Plan				For	For	Management
3	Ratify Auditors				For	For	Management
4	Elect Director Philip G. Satre				For	For	Management

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

JPMORGAN CHASE & CO.
Ticker:		JPM	Security ID: 46625H100
Meeting Date: MAY 19, 2009			Meeting Type: Annual
Record Date: MAR 20, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Crandall C. Bowles			For	For	Management
1.2	Elect Director Stephen B. Burke			For	For	Management
1.3	Elect Director David M. Cote			For	For	Management
1.4	Elect Director James S. Crown			For	For	Management
1.5	Elect Director James Dimon			For	For	Management
1.6	Elect Director Ellen V. Futter			For	For	Management
1.7	Elect Director William H. Gray, III			For	For	Management
1.8	Elect Director Laban P. Jackson, Jr.			For	For	Management
1.9	Elect Director David C. Novak			For	For	Management
1.10	Elect Director Lee R. Raymond			For	For	Management
1.11	Elect Director William C. Weldon			For	For	Management
2	Ratify Auditors			For	For	Management
3	Advisory Vote to Ratify Named Executive For				For	Management
	Officers' Compensation
4	Disclose Prior Government Service			Against	Against	Shareholder
5	Provide for Cumulative Voting			Against	Against	Shareholder
6	Amend Articles/Bylaws/Charter -- Call			Against	Against	Shareholder
	Special Meetings
7	Report on Predatory Lending Policies			Against	Against	Shareholder
8	Amend Key Executive Performance Plan			Against	Against	Shareholder
9	Stock Retention/Holding Period			Against	Against	Shareholder
10	Prepare Carbon Principles Report			Against	Against	Shareholder

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

KBR, INC.
Ticker:		KBR	Security ID: 48242W106
Meeting Date: MAY 14, 2009			Meeting Type: Annual
Record Date: MAR 16, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director W. Frank Blount			For	For	Management
1.2	Elect Director Loren K. Carroll			For	For	Management
2	Ratify Auditors			For	For	Management
3	Amend By-laws to Establish Board Human			Against	Against	Shareholder
	Rights Committee
4	Establish Independent Director			Against	Against	Shareholder
	Committee to Review and Report on
	Financial Misconducts and Human Rights
	Abuses

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

KEYCORP
Ticker:		KEY	Security ID:	493267108
Meeting Date: MAY 21, 2009			Meeting Type: Annual
Record Date: MAR 24, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William G. Bares			For	Withhold	Management
1.2	Elect Director Carol A. Cartwright			For	For	Management
1.3	Elect Director Kristen L. Manos			For	For	Management
1.4	Elect Director Thomas C. Stevens			For	For	Management
2	Require Majority Vote for Election of			For	For	Management
	Directors
3	Amend Votes Per Share of Existing Stock For				For	Management
4	Ratify Auditors			For	For	Management
5	Advisory Vote to Ratify Named Executive For				Against	Management
	Officer's Compensation

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

KOHL'S CORP.
Ticker:		KSS	Security ID:	500255104
Meeting Date: MAY 14, 2009			Meeting Type: Annual
Record Date: MAR 11, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Peter Boneparth			For	For	Management
2	Elect Director Steven A. Burd			For	For	Management
3	Elect Director John F. Herma			For	For	Management
4	Elect Director Dale E. Jones			For	For	Management
5	Elect Director William S. Kellogg			For	For	Management
6	Elect Director Kevin Mansell			For	For	Management

7	Elect Director R. Lawrence Montgomery	For	For	Management
8	Elect Director Frank V. Sica	For	For	Management
9	Elect Director Peter M. Sommerhauser	For	For	Management
10	Elect Director Stephanie A. Streeter	For	For	Management
11	Elect Director Stephen E. Watson	For	For	Management
12	Ratify Auditors	For	For	Management
13	Require a Majority Vote for the	Against	For	Shareholder
	Election of Directors

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

KRAFT FOODS INC
Ticker:		KFT	Security ID: 50075N104
Meeting Date: MAY 20, 2009			Meeting Type: Annual
Record Date: MAR 12, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Ajay Banga			For	For	Management
1.2	Elect Director Myra M. Hart			For	For	Management
1.3	Elect Director Lois D. Juliber			For	For	Management
1.4	Elect Director Mark D. Ketchum			For	For	Management
1.5	Elect Director Richard A. Lerner			For	For	Management
1.6	Elect Director John C. Pope			For	For	Management
1.7	Elect Director Fredric G. Reynolds			For	For	Management
1.8	Elect Director Irene B. Rosenfeld			For	For	Management
1.9	Elect Director Deborah C. Wright			For	For	Management
1.10	Elect Director Frank G. Zarb			For	For	Management
2	Amend Omnibus Stock Plan			For	For	Management
3	Ratify Auditors			For	For	Management
4	Amend Articles/Bylaws/Charter -- Call			Against	Against	Shareholder
	Special Meetings

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

L-3 COMMUNICATIONS HOLDINGS, INC.

Ticker:		LLL	Security ID:	502424104
Meeting Date: APR 28, 2009			Meeting Type: Annual
Record Date: MAR 2, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert B. Millard			For	For	Management
1.2	Elect Director Arthur L. Simon			For	For	Management
2	Approve Qualified Employee Stock			For	For	Management
	Purchase Plan
3	Ratify Auditors			For	For	Management

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

LIFE TECHNOLOGIES CORP
Ticker:	LIFE	Security ID: 53217V109
Meeting Date: APR 30, 2009		Meeting Type: Annual

Record Date: FEB 27, 2009
#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Donald W. Grimm	For	For	Management
1.2	Elect Director Gregory T. Lucier	For	For	Management
1.3	Elect Director Per A. Peterson, Ph. D.	For	For	Management
1.4	Elect Director William S. Shanahan	For	For	Management
1.5	Elect Director Arnold J. Levine, Ph. D. For		For	Management
2	Ratify Auditors	For	For	Management
3	Amend Qualified Employee Stock Purchase For		For	Management
	Plan
4	Approve Qualified Employee Stock	For	For	Management
	Purchase Plan
5	Approve Omnibus Stock Plan	For	For	Management

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

LORILLARD, INC.
Ticker:		LO	Security ID:	544147101
Meeting Date: MAY 21, 2009			Meeting Type: Annual
Record Date: MAR 30, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert C. Almon			For	Withhold	Management
1.2	Elect Director Kit D. Dietz			For	Withhold	Management
1.3	Elect Director Nigel Travis			For	Withhold	Management
2	Amend Omnibus Stock Plan			For	For	Management
3	Ratify Auditors			For	For	Management

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

MACY'S INC
Ticker:		M	Security ID: 55616P104
Meeting Date: MAY 15, 2009			Meeting Type: Annual
Record Date: MAR 20, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Stephen F. Bollenbach			For	For	Management
1.2	Elect Director Deirdre P. Connelly			For	For	Management
1.3	Elect Director Meyer Feldberg			For	For	Management
1.4	Elect Director Sara Levinson			For	For	Management
1.5	Elect Director Terry J. Lundgren			For	For	Management
1.6	Elect Director Joseph Neubauer			For	For	Management
1.7	Elect Director Joseph A. Pichler			For	For	Management
1.8	Elect Director Joyce M. Roche			For	For	Management
1.9	Elect Director Karl M. von der Heyden			For	For	Management
1.10	Elect Director Craig E. Weatherup			For	For	Management
1.11	Elect Director Marna C. Whittington			For	For	Management
2	Ratify Auditors			For	For	Management
3	Approve Omnibus Stock Plan			For	For	Management
4	Reduce Supermajority Vote Requirement			Against	For	Shareholder
5	Stock Retention/Holding Period			Against	Against	Shareholder

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

MARATHON OIL CORP.
Ticker:		MRO	Security ID:	565849106
Meeting Date: APR 29, 2009			Meeting Type: Annual
Record Date: MAR 2, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Charles F. Bolden, Jr.			For	For	Management
1.2	Elect Director Gregory H. Boyce			For	For	Management
1.3	Elect Director Clarence P. Cazalot, Jr. For				For	Management
1.4	Elect Director David A. Daberko			For	For	Management
1.5	Elect Director William L. Davis			For	For	Management
1.6	Elect Director Shirley Ann Jackson			For	Against	Management
1.7	Elect Director Philip Lader			For	For	Management
1.8	Elect Director Charles R. Lee			For	For	Management
1.9	Elect Director Michael E. J. Phelps			For	For	Management
1.10	Elect Director Dennis H. Reilley			For	For	Management
1.11	Elect Director Seth E. Schofield			For	For	Management
1.12	Elect Director John W. Snow			For	For	Management
1.13	Elect Director Thomas J. Usher			For	For	Management
2	Ratify Auditors			For	For	Management
3	Amend Bylaws-- Call Special Meetings			Against	Against	Shareholder
4	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation

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

MASCO CORPORATION
Ticker:		MAS	Security ID:	574599106
Meeting Date: MAY 12, 2009			Meeting Type: Annual
Record Date: MAR 16, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Thomas G. Denomme			For	For	Management
1.2	Elect Director Richard A. Manoogian			For	For	Management
1.3	Elect Director Mary Ann Van Lokeren			For	For	Management
2	Ratify Auditors			For	For	Management
3	Amend Omnibus Stock Plan			For	For	Management
4	Amend Omnibus Stock Plan			For	For	Management

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

MCAFEE, INC.
Ticker:		MFE	Security ID:	579064106
Meeting Date: JUL 28, 2008			Meeting Type: Annual
Record Date:		JUN 18, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Mr. Thomas E. Darcy			For	For	Management
1.2	Elect Director Mr. Denis J. O'Leary			For	For	Management

1.3	Elect Director Mr. Robert W. Pangia	For	Withhold	Management
1.4	Elect Director Mr. Carl Bass	For	For	Management
1.5	Elect Director Mr. Jeffrey A. Miller	For	For	Management
1.6	Elect Director Mr. Anthony Zingale	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Amend Omnibus Stock Plan	For	Against	Management
4	Ratify Auditors	For	For	Management

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

MEDTRONIC, INC.
Ticker:		MDT	Security ID:	585055106
Meeting Date: AUG 21, 2008			Meeting Type: Annual
Record Date: JUN 23, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Victor J. Dzau			For	For	Management
1.2	Elect Director William A. Hawkins			For	For	Management
1.3	Elect Director Shirley A. Jackson			For	For	Management
1.4	Elect Director Denise M. O'Leary			For	For	Management
1.5	Elect Director Jean-Pierre Rosso			For	For	Management
1.6	Elect Director Jack W. Schuler			For	For	Management
2	Ratify Auditors			For	For	Management
3	Approve Omnibus Stock Plan			For	For	Management

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

METLIFE, INC
Ticker:		MET	Security ID:	59156R108
Meeting Date: APR 28, 2009			Meeting Type: Annual
Record Date: MAR 2, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director C. Robert Henrikson			For	For	Management
1.2	Elect Director John M. Keane			For	For	Management
1.3	Elect Director Catherine R. Kinney			For	For	Management
1.4	Elect Director Hugh B. Price			For	For	Management
1.5	Elect Director Kenton J. Sicchitano			For	For	Management
2	Amend Omnibus Stock Plan			For	For	Management
3	Ratify Auditors			For	For	Management

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

METROPCS COMMUNICATIONS, INC.
Ticker:		PCS	Security ID:	591708102
Meeting Date: MAY 21, 2009			Meeting Type: Annual
Record Date:		APR 8, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director W. Michael Barnes			For	For	Management
1.2	Elect Director Jack F. Callahan, Jr.			For	For	Management

2  Ratify Auditors  For  For  Management 

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

MICROCHIP TECHNOLOGY INCORPORATED
Ticker:		MCHP	Security ID:	595017104
Meeting Date: AUG 15, 2008			Meeting Type: Annual
Record Date: JUN 19, 2008
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Steve Sanghi				For	For	Management
1.2	Elect Director Albert J. Hugo-Martinez				For	For	Management
1.3	Elect Director L.B. Day				For	For	Management
1.4	Elect Director Matthew W. Chapman				For	For	Management
1.5	Elect Director Wade F. Meyercord				For	For	Management
2	Ratify Auditors				For	For	Management

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

MICROSOFT CORP.
Ticker:		MSFT	Security ID: 594918104
Meeting Date: NOV 19, 2008			Meeting Type: Annual
Record Date: SEP 5, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Steven A. Ballmer			For	For	Management
2	Elect Director James I. Cash, Jr.			For	For	Management
3	Elect Director Dina Dublon			For	For	Management
4	Elect Director William H. Gates, III			For	For	Management
5	Elect Director Raymond V. Gilmartin			For	For	Management
6	Elect Director Reed Hastings			For	For	Management
7	Elect Director David F. Marquardt			For	For	Management
8	Elect Director Charles H. Noski			For	For	Management
9	Elect Director Helmut Panke			For	For	Management
10	Approve Executive Incentive Bonus Plan			For	For	Management
11	Amend Non-Employee Director Omnibus			For	Against	Management
	Stock Plan
12	Ratify Auditors			For	For	Management
13	Adopt Policies to Protect Freedom of			Against	Against	Shareholder
	Access to the Internet
14	Amend Bylaws to Establish a Board			Against	Against	Shareholder
	Committee on Human Rights
15	Report on Charitable Contributions			Against	Against	Shareholder

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

MOSAIC CO
Ticker:	MOS	Security ID: 61945A107
Meeting Date: OCT 9, 2008		Meeting Type: Annual
Record Date:	AUG 11, 2008

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director David B. Mathis	For	For	Management
1.2	Elect Director James L. Popowich	For	For	Management
1.3	Elect Director James T. Prokopanko	For	For	Management
1.4	Elect Director Steven M. Seibert	For	For	Management
2	Ratify Auditors	For	For	Management

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

NATIONAL OILWELL VARCO, INC.
Ticker:		NOV	Security ID:	637071101
Meeting Date: MAY 13, 2009			Meeting Type: Annual
Record Date: MAR 23, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Merrill A. Miller, Jr.			For	For	Management
1.2	Elect Director Greg L. Armstrong			For	For	Management
1.3	Elect Director David D. Harrison			For	For	Management
2	Ratify Auditors			For	For	Management
3	Amend Omnibus Stock Plan			For	For	Management

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

NOKIA CORP.
Ticker:		NOK	Security ID:	654902204
Meeting Date: APR 23, 2009			Meeting Type: Annual
Record Date: FEB 17, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Open Meeting			None	None	Management
2	Calling the Meeting to Order			None	None	Management
3	Designate Inspector or Shareholder			None	None	Management
	Representative(s) of Minutes of Meeting
4	Acknowledge Proper Convening of Meeting None				None	Management
5	Prepare and Approve List of			None	None	Management
	Shareholders
6	Receive Financial Statements and			None	None	Management
	Statutory Reports; Receive CEO's Review
7	Accept Financial Statements and			For	For	Management
	Statutory Reports
8	Approve Allocation of Income and			For	For	Management
	Dividends of EUR 0.40 Per Share
9	Approve Discharge of Board and			For	For	Management
	President
10	Approve Remuneration of Directors in			For	For	Management
	the Amount of EUR 440,000 for Chairman,
	EUR 150,000 for Vice Chairman, and EUR
	130,000 for Other Directors; Approve
	Remuneration for Committee Work
11	Fix Number of Directors at 11			For	For	Management
12.1	Reelect Georg Ehrnrooth as Director			For	For	Management
12.2	Reelect Lalita D. Gupte as Director			For	For	Management
12.3	Reelect Bengt Holmstrom as Director			For	For	Management

12.4	Reelect Henning Kagermann as Director	For	For	Management
12.5	Reelect Olli-Pekka Kallasvuo as	For	For	Management
	Director
12.6	Reelect Per Karlsson as Director	For	For	Management
12.7	Reelect Jorma Ollila as Director	For	For	Management
12.8	Reelect Marjorie Scardino as Director	For	For	Management
12.9	Reelect Risto Siilasmaa as Director	For	For	Management
12.10 Reelect Keijo Suila as Directors as		For	For	Management
	Director
12.11 Elect Isabel Marey-Semper as New		For	For	Management
	Director
13	Approve Remuneration of Auditors	For	For	Management
14	Ratify PricewaterhouseCoopers Oy as	For	For	Management
	Auditors
15	Authorize Repurchase of up to 360	For	For	Management
	Million Nokia Shares
16	Close Meeting	None	None	Management
17	MARK THE FOR BOX IF YOU WISH TO	None	Against	Management
	INSTRUCT THE DEPOSITARY TO GIVE A PROXY
	TO LEENA SIIRALA OR ESA NIINIMAKI, BOTH
	LEGALCOUNSELS OF NOKIA CORPORATION, TO
	VOTE, IN THEIR DISCRETION, ONYOUR
	BEHALF ONLY UPON ITEM 17.

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

NORTHERN TRUST CORP.
Ticker:		NTRS	Security ID:	665859104
Meeting Date: APR 21, 2009			Meeting Type: Annual
Record Date: MAR 2, 2009
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Linda Walker Bynoe				For	For	Management
1.2	Elect Director Nicholas D. Chabraja				For	Withhold	Management
1.3	Elect Director Susan Crown				For	Withhold	Management
1.4	Elect Director Dipak C. Jain				For	For	Management
1.5	Elect Director Arthur L. Kelly				For	For	Management
1.6	Elect Director Robert C. McCormack				For	For	Management
1.7	Elect Director Edward J. Mooney				For	Withhold	Management
1.8	Elect Director William A. Osborn				For	For	Management
1.9	Elect Director John W. Rowe				For	For	Management
1.10	Elect Director Harold B. Smith				For	For	Management
1.11	Elect Director William D. Smithburg				For	Withhold	Management
1.12	Elect Director Enrique J. Sosa				For	For	Management
1.13	Elect Director Charles A. Tribbett III				For	Withhold	Management
1.14	Elect Director Frederick H. Waddell				For	For	Management
2	Ratify Auditors				For	For	Management
3	Advisory Vote to Ratify Named Executive For					Against	Management
	Officers' Compensation

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

NOVARTIS AG

Ticker:		NVS	Security ID: 66987V109
Meeting Date: FEB 24, 2009			Meeting Type: Annual
Record Date: JAN 23, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Accept Financial Statements and			For	For	Management
	Statutory Reports
2	Approve Discharge of Board and Senior			For	For	Management
	Management
3	Approve Allocation of Income and			For	For	Management
	Dividends of CHF 2 per Share
4	Approve CHF 3 Million Reduction in			For	For	Management
	Share Capital via Cancellation of
	Repurchased Shares
5.1	Amend Articles Re: Require Annual			Against	For	Shareholder
	Advisory Vote on Remuneration Report,
	incl. Disclosure of Compensation Amount
	Paid to Board of Directors and
	Executive Management
5.2	Amend Corporate Purpose Re:			For	For	Management
	Sustainability
5.3	Amend Articles Re: Auditors			For	For	Management
6.1	Retirement of Peter Burckhardt and			None	None	Management
	William George as Directors
	(Non-Voting)
6.2.1 Reelect Srikant Datar as Director				For	For	Management
6.2.2 Reelect Andreas von Planta as Director				For	For	Management
6.2.3 Reelect Wendelin Wiedeking as Director				For	For	Management
6.2.4 Reelect Rolf Zinkernagel as Director				For	For	Management
6.3	Elect William Brody as Director			For	For	Management
7	Ratify PricewaterhouseCoopers AG as			For	For	Management
	Auditors

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

OCCIDENTAL PETROLEUM CORP.
Ticker:		OXY	Security ID:	674599105
Meeting Date: MAY 1, 2009			Meeting Type: Annual
Record Date: MAR 11, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Spencer Abraham			For	Against	Management
1.2	Elect Director Ronald W. Burkle			For	Against	Management
1.3	Elect Director John S. Chalsty			For	Against	Management
1.4	Elect Director Edward P. Djerejian			For	Against	Management
1.5	Elect Director John E. Feick			For	Against	Management
1.6	Elect Director Ray R. Irani			For	Against	Management
1.7	Elect Director Irvin W. Maloney			For	Against	Management
1.8	Elect Director Avedick B. Poladian			For	Against	Management
1.9	Elect Director Rodolfo Segovia			For	Against	Management
1.10	Elect Director Aziz D. Syriani			For	Against	Management
1.11	Elect Director Rosemary Tomich			For	Against	Management
1.12	Elect Director Walter L. Weisman			For	Against	Management
2	Ratify Auditors			For	For	Management
3	Provide Right to Call Special Meeting			For	Against	Management

4	Report on Host Country Social and	Against	Against	Shareholder
	Environmental Laws

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

OMNICOM GROUP INC.
Ticker:		OMC	Security ID:	681919106
Meeting Date: MAY 19, 2009			Meeting Type: Annual
Record Date: MAR 30, 2009
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John D. Wren				For	For	Management
1.2	Elect Director Bruce Crawford				For	For	Management
1.3	Elect Director Alan R. Batkin				For	Withhold	Management
1.4	Elect Director Robert Charles Clark				For	For	Management
1.5	Elect Director Leonard S. Coleman, Jr.				For	Withhold	Management
1.6	Elect Director Errol M. Cook				For	For	Management
1.7	Elect Director Susan S. Denison				For	Withhold	Management
1.8	Elect Director Michael A. Henning				For	Withhold	Management
1.9	Elect Director John R. Murphy				For	For	Management
1.10	Elect Director John R. Purcell				For	For	Management
1.11	Elect Director Linda Johnson Rice				For	Withhold	Management
1.12	Elect Director Gary L. Roubos				For	Withhold	Management
2	Ratify Auditors				For	For	Management
3	Amend Qualified Employee Stock Purchase For					For	Management
	Plan

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

ORACLE CORP.
Ticker:		ORCL	Security ID: 68389X105
Meeting Date: OCT 10, 2008			Meeting Type: Annual
Record Date: AUG 12, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jeffrey O. Henley			For	For	Management
1.2	Elect Director Lawrence J. Ellison			For	For	Management
1.3	Elect Director Donald L. Lucas			For	For	Management
1.4	Elect Director Michael J. Boskin			For	For	Management
1.5	Elect Director Jack F. Kemp			For	For	Management
1.6	Elect Director Jeffrey S. Berg			For	Withhold	Management
1.7	Elect Director Safra A. Catz			For	For	Management
1.8	Elect Director Hector Garcia-Molina			For	Withhold	Management
1.9	Elect Director H. Raymond Bingham			For	For	Management
1.10	Elect Director Charles E. Phillips, Jr. For				For	Management
1.11	Elect Director Naomi O. Seligman			For	Withhold	Management
1.12	Elect Director George H. Conrades			For	For	Management
1.13	Elect Director Bruce R. Chizen			For	For	Management
2	Approve Executive Incentive Bonus Plan			For	For	Management
3	Ratify Auditors			For	For	Management
4	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation

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

PEPSICO, INC.
Ticker:		PEP	Security ID:	713448108
Meeting Date: MAY 6, 2009			Meeting Type: Annual
Record Date: MAR 6, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director S.L. Brown			For	For	Management
2	Elect Director I.M. Cook			For	For	Management
3	Elect Director D. Dublon			For	For	Management
4	Elect Director V.J. Dzau			For	For	Management
5	Elect Director R.L. Hunt			For	For	Management
6	Elect Director A. Ibarguen			For	For	Management
7	Elect Director A.C. Martinez			For	For	Management
8	Elect Director I.K. Nooyi			For	For	Management
9	Elect Director S.P. Rockefeller			For	For	Management
10	Elect Director J.J. Schiro			For	For	Management
11	Elect Director L.G. Trotter			For	For	Management
12	Elect Director D.Vasella			For	For	Management
13	Elect Director M.D. White			For	For	Management
14	Ratify Auditors			For	For	Management
15	Amend Executive Incentive Bonus Plan			For	For	Management
16	Report on Recycling			Against	Against	Shareholder
17	Report on Genetically Engineered			Against	Against	Shareholder
	Products
18	Report on Charitable Contributions			Against	Against	Shareholder
19	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation

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

PFIZER INC.
Ticker:		PFE	Security ID:	717081103
Meeting Date: APR 23, 2009			Meeting Type: Annual
Record Date: FEB 24, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Dennis A. Ausiello			For	For	Management
1.2	Elect Director Michael S. Brown			For	For	Management
1.3	Elect Director M. Anthony Burns			For	For	Management
1.4	Elect Director Robert N. Burt			For	For	Management
1.5	Elect Director W. Don Cornwell			For	For	Management
1.6	Elect Director William H. Gray, III			For	For	Management
1.7	Elect Director Constance J. Horner			For	For	Management
1.8	Elect Director James M. Kilts			For	For	Management
1.9	Elect Director Jeffrey B. Kindler			For	For	Management
1.10	Elect Director George A. Lorch			For	For	Management
1.11	Elect Director Dana G. Mead			For	For	Management
1.12	Elect Director Suzanne Nora Johnson			For	For	Management
1.13	Elect Director Stephen W. Sanger			For	For	Management
1.14	Elect Director William C. Steere, Jr.			For	For	Management
2	Ratify Auditors			For	For	Management

3	Amend Omnibus Stock Plan	For	For	Management
4	Limit/Prohibit Executive Stock-Based	Against	Against	Shareholder
	Awards
5	Advisory Vote to Ratify Named Executive Against		For	Shareholder
	Officers' Compensation
6	Provide for Cumulative Voting	Against	Against	Shareholder
7	Amend Bylaws -- Call Special Meetings	Against	Against	Shareholder

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

PHILIP MORRIS INTERNATIONAL INC.

Ticker:		PM	Security ID:	718172109
Meeting Date: MAY 5, 2009			Meeting Type: Annual
Record Date: MAR 10, 2009
#	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 Louis C. Camilleri			For	For	Management
1.4	Elect Director J. Dudley Fishburn			For	For	Management
1.5	Elect Director Graham Mackay			For	For	Management
1.6	Elect Director Sergio Marchionne			For	For	Management
1.7	Elect Director Lucio A. Noto			For	For	Management
1.8	Elect Director Carlos Slim Helu			For	For	Management
1.9	Elect Director Stephen M. Wolf			For	For	Management
2	Ratify Auditors			For	For	Management
3	Amend Omnibus Stock Plan			For	For	Management

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

QUALCOMM INC
Ticker:		QCOM	Security ID:	747525103
Meeting Date: MAR 3, 2009			Meeting Type: Annual
Record Date: JAN 2, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Barbara T. Alexander			For	For	Management
1.2	Elect Director Stephen M. Bennett			For	For	Management
1.3	Elect Director Donald G. Cruickshank			For	For	Management
1.4	Elect Director Raymond V. Dittamore			For	For	Management
1.5	Elect Director Thomas W. Horton			For	For	Management
1.6	Elect Director Irwin Mark Jacobs			For	For	Management
1.7	Elect Director Paul E. Jacobs			For	For	Management
1.8	Elect Director Robert E. Kahn			For	For	Management
1.9	Elect Director Sherry Lansing			For	For	Management
1.10	Elect Director Duane A. Nelles			For	For	Management
1.11	Elect Director Marc I. Stern			For	For	Management
1.12	Elect Director Brent Scowcroft			For	For	Management
2	Ratify Auditors			For	For	Management

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

RESEARCH IN MOTION LTD
Ticker:		RIM	Security ID: 760975102
Meeting Date: JUL 15, 2008			Meeting Type: Annual
Record Date: MAY 27, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect James Balsillie, Mike Lazaridis,			For	For	Management
	James Estill, David Kerr, Roger Martin,
	John Richardson, Barbara Stymiest and
	John Wetmore as Directors
2	Approve Ernst & Young LLP as Auditors			For	For	Management
	and Authorize Board to Fix Their
	Remuneration

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

ROSS STORES, INC.
Ticker:		ROST	Security ID:	778296103
Meeting Date: MAY 20, 2009			Meeting Type: Annual
Record Date: MAR 27, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael Balmuth			For	For	Management
1.2	Elect Director K. Gunnar Bjorklund			For	For	Management
1.3	Elect Director Sharon D. Garrett			For	For	Management
2	Ratify Auditors			For	For	Management

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

SARA LEE CORP.
Ticker:		SLE	Security ID:	803111103
Meeting Date: OCT 30, 2008			Meeting Type: Annual
Record Date: SEP 3, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Brenda C. Barnes			For	For	Management
2	Elect Director Christopher B. Begley			For	For	Management
3	Elect Director Crandall C. Bowles			For	For	Management
4	Elect Director Virgis W. Colbert			For	For	Management
5	Elect Director James S. Crown			For	For	Management
6	Elect Director Laurette T. Koellner			For	For	Management
7	Elect Director Cornelis J.A. van Lede			For	For	Management
8	Elect Director John McAdam			For	For	Management
9	Elect Director Ian Prosser			For	For	Management
10	Elect Director Rozanne L. Ridgway			For	For	Management
11	Elect Director Norman R. Sorensen			For	For	Management
12	Elect Director Jeffrey W. Ubben			For	For	Management
13	Elect Director Jonathan P. Ward			For	For	Management
14	Ratify Auditors			For	For	Management
15	Re-Approve Performance Measures			For	For	Management

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

SCHERING-PLOUGH CORP.
Ticker:		SGP	Security ID:	806605101
Meeting Date: MAY 18, 2009			Meeting Type: Annual
Record Date: APR 6, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Thomas J. Colligan			For	For	Management
1.2	Elect Director Fred Hassan			For	For	Management
1.3	Elect Director C. Robert Kidder			For	For	Management
1.4	Elect Director Eugene R. McGrath			For	For	Management
1.5	Elect Director Antonio M. Perez			For	For	Management
1.6	Elect Director Patricia F. Russo			For	For	Management
1.7	Elect Director Jack L. Stahl			For	For	Management
1.8	Elect Director Craig B. Thompson			For	For	Management
1.9	Elect Director Kathryn C. Turner			For	For	Management
1.10	Elect Director Robert F.W. van Oordt			For	For	Management
1.11	Elect Director Arthur F. Weinbach			For	For	Management
2	Ratify Auditors			For	For	Management
3	Provide for Cumulative Voting			Against	Against	Shareholder
4	Amend Articles/Bylaws/Charter -- Call			Against	For	Shareholder
	Special Meetings

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

SEMPRA ENERGY
Ticker:		SRE	Security ID: 816851109
Meeting Date: APR 30, 2009			Meeting Type: Annual
Record Date: MAR 2, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director James G. Brocksmith Jr.			For	For	Management
2	Elect Director Richard A. Collato			For	For	Management
3	Elect Director Donald E. Felsinger			For	For	Management
4	Elect Director Wilford D. Godbold Jr.			For	For	Management
5	Elect Director William D. Jones			For	For	Management
6	Elect Director Richard G. Newman			For	For	Management
7	Elect Director William G. Ouchi			For	For	Management
8	Elect Director Carlos Ruiz Sacristan			For	For	Management
9	Elect Director William C. Rusnack			For	For	Management
10	Elect Director William P. Rutledge			For	For	Management
11	Elect Director Lynn Schenk			For	For	Management
12	Elect Director Neal E. Schmale			For	For	Management
13	Ratify Auditors			For	For	Management
14	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation
15	Reincorporate in Another State			Against	Against	Shareholder
	[California to North Dakota]

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

SMITHFIELD FOODS, INC.

Ticker:		SFD	Security ID:	832248108
Meeting Date: AUG 27, 2008			Meeting Type: Annual
Record Date: JUL 11, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert L. Burrus, Jr.			For	Did Not Vote Management
1.2	Elect Director Hon. Carol T. Crawford			For	Did Not Vote Management
1.3	Elect Director David C. Nelson			For	Did Not Vote Management
1.4	Elect Director Gaoning Ning			For	Did Not Vote Management
1.5	Elect Director Frank S. Royal, M.D.			For	Did Not Vote Management
2	Approve Omnibus Stock Plan			For	Did Not Vote Management
3	Ratify Auditors			For	Did Not Vote Management

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

SOUTHERN COMPANY
Ticker:		SO	Security ID:	842587107
Meeting Date: MAY 27, 2009			Meeting Type: Annual
Record Date: MAR 30, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Juanita Powell Baranco			For	For	Management
1.2	Elect Director Francis S. Blake			For	For	Management
1.3	Elect Director Jon A. Boscia			For	For	Management
1.4	Elect Director Thomas F. Chapman			For	For	Management
1.5	Elect Director H. William Habermeyer,			For	For	Management
	Jr.
1.6	Elect Director Veronica M. "Ronee"			For	For	Management
	Hagen
1.7	Elect Director Warren A. Hood, Jr.			For	For	Management
1.8	Elect Director Donald M. James			For	For	Management
1.9	Elect Director J. Neal Purcell			For	For	Management
1.10	Elect Director David M. Ratcliffe			For	For	Management
1.11	Elect Director William G. Smith, Jr.			For	For	Management
1.12	Elect Director Gerald J. St. Pe			For	For	Management
2	Ratify Auditors			For	For	Management
3	Adopt Majority Voting and Eliminate			For	For	Management
	Cumulative Voting for Uncontested
	Election of Directors
4	Eliminate Cumulative Voting			For	For	Management
5	Report on Reducing GHG Emissions			Against	Against	Shareholder
6	Submit SERP to Shareholder Vote			Against	Against	Shareholder

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

TAIWAN SEMICONDUCTOR MANUFACTURING CO.

Ticker:		TSM	Security ID:	874039100
Meeting Date: JUN 10, 2009			Meeting Type: Annual
Record Date:		APR 13, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Approve 2008 Business Operations			For	For	Management

	Report, Financial Statements, and
	Statutory Reports
2	Approve 2008 Allocation of Income and	For	For	Management
	Dividends
3	Approve Capitalization of 2008	For	For	Management
	Dividends and Employee Profit Sharing
4	Approve Amendment on the Procedures for For		For	Management
	Loans to Other Parties and Procedures
	for Endorsement and Guarantee
5.1	Director Morris Chang	For	For	Management
5.2	Director F.c. Tseng	For	For	Management
5.3	Director Rick Tsai	For	For	Management
5.4	Director Tain-jy Chen	For	For	Management
5.5	Director P. Leahy Bonfield	For	For	Management
5.6	Director Stan Shih	For	For	Management
5.7	Director Ms. Carly Fiorina	For	For	Management
5.8	Director Thomas J Engibous	For	For	Management

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

TEVA PHARMACEUTICAL INDUSTRIES LTD.

Ticker:		TEVA	Security ID:	881624209
Meeting Date: JUN 22, 2009			Meeting Type: Annual
Record Date: MAY 13, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Approve Final Dividend			For	For	Management
2.1	Elect Phillip Frost as Director			For	For	Management
2.2	Elect Roger Abravanel as Director			For	For	Management
2.3	Elect Elon Kohlberg as Director			For	For	Management
2.4	Elect Yitzhak Peterburg as Director			For	For	Management
2.5	Elect Erez Vigodman as Director			For	For	Management
3	Approve Auditors and Authorize Board to For				For	Management
	Fix Their Remuneration

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

TIME WARNER CABLE INC.
Ticker:		TWC	Security ID: 88732J207
Meeting Date: JUN 3, 2009			Meeting Type: Annual
Record Date: APR 8, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Carole Black			For	For	Management
2	Elect Director Glenn A. Britt			For	For	Management
3	Elect Director Thomas H. Castro			For	For	Management
4	Elect Director David C. Chang			For	For	Management
5	Elect Director James E. Copeland, Jr.			For	For	Management
6	Elect Director Peter R. Haje			For	For	Management
7	Elect Director Donna A. James			For	For	Management
8	Elect Director Don Logan			For	For	Management
9	Elect Director N.J. Nicholas, Jr.			For	For	Management
10	Elect Director Wayne H. Pace			For	For	Management

11	Elect Director Edward D. Shirley	For	For	Management
12	Elect Director John E. Sununu	For	For	Management
13	Ratify Auditors	For	For	Management

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

TIME WARNER INC
Ticker:		TWX	Security ID:	887317105
Meeting Date: JAN 16, 2009			Meeting Type: Special
Record Date: NOV 20, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Approve Reverse Stock Split			For	For	Management

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

TIME WARNER INC
Ticker:		TWX	Security ID: 887317303
Meeting Date: MAY 28, 2009			Meeting Type: Annual
Record Date: APR 3, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Herbert M. Allison, Jr.			For	For	Management
1.2	Elect Director James L. Barksdale			For	For	Management
1.3	Elect Director Jeffrey L. Bewkes			For	For	Management
1.4	Elect Director Stephen F. Bollenbach			For	For	Management
1.5	Elect Director Frank J. Caufield			For	Against	Management
1.6	Elect Director Robert C. Clark			For	For	Management
1.7	Elect Director Mathias Dopfner			For	Against	Management
1.8	Elect Director Jessica P. Einhorn			For	For	Management
1.9	Elect Director Michael A. Miles			For	Against	Management
1.10	Elect Director Kenneth J. Novack			For	For	Management
1.11	Elect Director Deborah C. Wright			For	Against	Management
2	Ratify Auditors			For	For	Management
3	Approve Executive Incentive Bonus Plan			For	For	Management
4	Provide for Cumulative Voting			Against	Against	Shareholder
5	Amend Articles/Bylaws/Charter -- Call			Against	Against	Shareholder
	Special Meetings
6	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation

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

TYCO INTERNATIONAL LTD.
Ticker:		TYC	Security ID:	G9143X208
Meeting Date: MAR 12, 2009			Meeting Type: Annual
Record Date:		JAN 6, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Edward D. Breen as Director			For	For	Management
1.2	Elect Timothy M. Donahue as Director			For	For	Management

1.3	Elect Brian Duperreault as Director	For	For	Management
1.4	Elect Bruce S. Gordon as Director	For	For	Management
1.5	Elect Rajiv Gupta as Director	For	For	Management
1.6	Elect John A. Krol as Director	For	For	Management
1.7	Elect Brendan R. O' Neil as Director	For	For	Management
1.8	Elect William S. Stavropoulos as	For	For	Management
	Director
1.9	Elect Sandra Wijnberg as Director	For	For	Management
1.10	Elect Jerome B. York as Director	For	For	Management
1.11	Elect David Yost as Director	For	For	Management
2	Approve Auditors and Authorize Board to For		For	Management
	Fix Their Remuneration
3	Amend 2004 Stock and Incentive Plan	For	For	Management

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

TYCO INTERNATIONAL LTD.
Ticker:		TYC	Security ID: G9143X208
Meeting Date: MAR 12, 2009			Meeting Type: Special
Record Date: JAN 16, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Change of Domicile			For	For	Management
2	Increase Authorized Capital			For	For	Management
3	Change Company Name to Tyco			For	For	Management
	International Ltd.
4	Amend Corporate Purpose			For	For	Management
5	Adopt New Articles of Association			For	For	Management
6	Confirmation of Swiss Law as the			For	For	Management
	Authoritative Governing Legislation
7	Approve Schaffhausen, Switzerland as			For	For	Management
	Our Principal Place of Business
8	Appoint PriceWaterhouseCoopers AG,			For	For	Management
	Zurich as Special Auditor
9	Ratify Deloitte AG as Auditors			For	For	Management
10	Approve Dividends in the Form of a			For	For	Management
	Capital Reduction
11	Adjourn Meeting			For	For	Management

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

VERTEX PHARMACEUTICALS INC.
Ticker:		VRTX	Security ID:	92532F100
Meeting Date: MAY 14, 2009			Meeting Type: Annual
Record Date: MAR 17, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Roger W. Brimblecombe			For	For	Management
1.2	Elect Director Bruce I. Sachs			For	For	Management
2	Amend Omnibus Stock Plan			For	Against	Management
3	Ratify Auditors			For	For	Management

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

VISA INC.
Ticker:		V	Security ID: 92826C839
Meeting Date: APR 21, 2009			Meeting Type: Annual
Record Date: FEB 26, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Hani Al-Qadi			For	For	Management
1.2	Elect Director Charles T. Doyle			For	For	Management
1.3	Elect Director Peter Hawkins			For	For	Management
1.4	Elect Director David I. McKay			For	For	Management
1.5	Elect Director Charles W. Scharf			For	For	Management
1.6	Elect Director Segismundo			For	For	Management
	Schulin-Zeuthen
2.1	Elect Director Thomas J. Campbell			For	For	Management
2.2	Elect Director Gary P. Coughlan			For	For	Management
2.3	Elect Director Mary B. Cranston			For	For	Management
2.4	Elect Director Francisco Javier			For	For	Management
	Fernandez-Carbajal
2.5	Elect Director Suzanne Nora Johnson			For	For	Management
2.6	Elect Director Joseph. W. Saunders			For	For	Management
3	Ratify Auditors			For	For	Management

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

WAL-MART STORES, INC.
Ticker:		WMT	Security ID:	931142103
Meeting Date: JUN 5, 2009			Meeting Type: Annual
Record Date: APR 9, 2009
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1	Elect Director Aida M. Alvarez				For	For	Management
2	Elect Director James W. Breyer				For	For	Management
3	Elect Director M. Michele Burns				For	For	Management
4	Elect Director James I. Cash, Jr.				For	For	Management
5	Elect Director Roger C. Corbett				For	For	Management
6	Elect Director Douglas N. Daft				For	For	Management
7	Elect Director Michael T. Duke				For	For	Management
8	Elect Director Gregory B. Penner				For	For	Management
9	Elect Director Allen I. Questrom				For	For	Management
10	Elect Director H. Lee Scott, Jr.				For	For	Management
11	Elect Director Arne M. Sorenson				For	For	Management
12	Elect Director Jim C. Walton				For	For	Management
13	Elect Director S. Robson Walton				For	For	Management
14	Elect Director Christopher J. Williams				For	For	Management
15	Elect Director Linda S. Wolf				For	For	Management
16	Ratify Auditors				For	For	Management
17	Amend EEO Policy to Prohibit				Against	Against	Shareholder
	Discrimination based on Sexual
	Orientation and Gender Identity
18	Pay For Superior Performance				Against	Against	Shareholder
19	Advisory Vote to Ratify Named Executive Against					For	Shareholder
	Officers' Compensation

20	Report on Political Contributions	Against	Against	Shareholder
21	Amend Articles/Bylaws/Charter -- Call	Against	Against	Shareholder
	Special Meetings
22	Stock Retention/Holding Period	Against	Against	Shareholder

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

WELLS FARGO AND COMPANY
Ticker:		WFC	Security ID:	949746101
Meeting Date: APR 28, 2009			Meeting Type: Annual
Record Date: FEB 27, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director John D. Baker II			For	For	Management
2	Elect Director John S. Chen			For	Against	Management
3	Elect Director Lloyd H. Dean			For	For	Management
4	Elect Director Susan E. Engel			For	Against	Management
5	Elect Director Enrique Hernandez, Jr.			For	For	Management
6	Elect Director Donald M. James			For	Against	Management
7	Elect Director Robert L. Joss			For	For	Management
8	Elect Director Richard M. Kovacevich			For	For	Management
9	Elect Director Richard D. McCormick			For	Against	Management
10	Elect Director Mackey J. McDonald			For	Against	Management
11	Elect Director Cynthia H. Milligan			For	For	Management
12	Elect Director Nicholas G. Moore			For	For	Management
13	Elect Director Philip J. Quigley			For	For	Management
14	Elect Director Donald B. Rice			For	Against	Management
15	Elect Director Judith M. Runstad			For	For	Management
16	Elect Director Stephen W. Sanger			For	Against	Management
17	Elect Director Robert K. Steel			For	For	Management
18	Elect Director John G. Stumpf			For	For	Management
19	Elect Director Susan G. Swenson			For	For	Management
20	Advisory Vote to Ratify Named Executive For				Against	Management
	Officers' Compensation
21	Ratify Auditors			For	For	Management
22	Amend Omnibus Stock Plan			For	Against	Management
23	Require Independent Board Chairman			Against	Against	Shareholder
24	Report on Political Contributions			Against	Against	Shareholder

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

WILLIAMS COMPANIES, INC., THE
Ticker:		WMB	Security ID:	969457100
Meeting Date: MAY 21, 2009			Meeting Type: Annual
Record Date: MAR 30, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Irl F. Engelhardt			For	For	Management
1.2	Elect Director William E. Green			For	For	Management
1.3	Elect Director W. R. Howell			For	For	Management
1.4	Elect Director George A. Lorch			For	For	Management
2	Ratify Auditors			For	For	Management
3	Declassify the Board of Directors			Against	For	Shareholder

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

XTO ENERGY INC
Ticker:		XTO	Security ID: 98385X106
Meeting Date: MAY 19, 2009			Meeting Type: Annual
Record Date: MAR 31, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Declassify the Board of Directors			For	For	Management
2.1	Elect Director Phillip R. Kevil			For	For	Management
2.2	Elect Director Herbert D. Simons			For	Against	Management
2.3	Elect Director Vaughn O. Vennerberg II			For	For	Management
3	Approve Executive Incentive Bonus Plan			For	For	Management
4	Ratify Auditors			For	For	Management
5	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation
6	Adopt a Policy in which the Company			Against	Against	Shareholder
	will not Make or Promise to Make Any
	Death Benefit Payments to Senior
	Executives

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.

The Dreyfus Fund Incorporated

By:	/s/ J. David Officer
	J. David Officer
President
Date:	August 12, 2009