Matrix Advisors Value Fund (MAVFX) 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 811-03758

MATRIX ADVISORS VALUE FUND, INC.

747 Third Avenue, 31st Floor, New York, NY  10017

David A. Katz

747 Third Avenue, 31st Floor

New York, NY  10017

1(800) 366-6223

Date of fiscal year end: June 30

Date of reporting period: June 30, 2010

Item 1. Proxy Voting Record.

Vote Summary Report
7/1/09 to 6/30/10
MATRIX ADVISORS VALUE FUND, INC.
Dell Inc.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  DELL	17-Jul-09	USA	24702R101	Annual	22-May-09	226,000	226,000	226,000	0
CUSIP:  24702R101	ISIN:  US24702R1014	SEDOL:  2261526	Proxy Level:  3	Meeting ID:  518736
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1.1	Elect Director James W. Breyer	Mgmt	Yes	For	For	For	For
Research Notes: Vote FOR the directors with the exception of William H. Gray, III and Sam Nunn. WITHHOLD votes from Messrs. Gray and Nunn for providing excessive perks to the CEO in the form of security reimbursements without disclosure or rationale supporting the need for such compensation.
1.2	Elect Director Donald J. Carty	Mgmt	Yes	For	For	For	For
1.3	Elect Director Michael S. Dell	Mgmt	Yes	For	For	For	For
1.4	Elect Director William H. Gray, III	Mgmt	Yes	For	Withhold	Withhold	Withhold
1.5	Elect Director Sallie L. Krawcheck	Mgmt	Yes	For	For	For	For
1.6	Elect Director Judy C. Lewent	Mgmt	Yes	For	For	For	For
1.7	Elect Director Thomas W. Luce, III	Mgmt	Yes	For	For	For	For
1.8	Elect Director Klaus S. Luft	Mgmt	Yes	For	For	For	For
1.9	Elect Director Alex J. Mandl	Mgmt	Yes	For	For	For	For
1.10	Elect Director Sam Nunn	Mgmt	Yes	For	Withhold	Withhold	Withhold
2	Ratify Auditors	Mgmt	Yes	For	For	For	For
3	Reimburse Proxy Contest Expenses	SH	Yes	Against	For	For	For
Research Notes: Since there would not be reimbursement to shareholders pursuant to the proposed bylaw amendment unless (a) the election of fewer than 50 percent of the directors to be elected is contested in the election; (b) one or more of the dissident's candidates is elected; (c) shareholders are prohibited from cumulating their votes for directors; and (d) the election occurred, and the expenses were incurred, after the adoption of the bylaw amendment, shareholder support is warranted.
4	Reduce Supermajority Vote Requirement	SH	Yes	Against	For	For	For
Research Notes: Requiring more than a simple majority may permit the board to entrench itself by blocking amendments that are in shareholders' best interests. As such, this proposal warrants shareholder support.
Analog Devices, Inc.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  ADI	20-Jul-09	USA	032654105	Special	04-Jun-09	97,000	97,000	97,000	0
CUSIP:  032654105	ISIN:  US0326541051	SEDOL:  2032067	Proxy Level:  3	Meeting ID:  523714
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Approve Stock Option Exchange Program	Mgmt	Yes	For	For	For	For
Research Notes: Based on the aforementioned considerations, RMG views the program to be reasonably structured. As such, proposal warrants shareholder support.
Medtronic, Inc.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  MDT	27-Aug-09	USA	585055106	Annual	29-Jun-09	24,400	24,400	24,400	0
CUSIP:  585055106	ISIN:  US5850551061	SEDOL:  2575465	Proxy Level:  3	Meeting ID:  527246
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1.1	Elect Director Richard H. Anderson	Mgmt	Yes	For	For	For	For
1.2	Elect Director Victor J. Dzau	Mgmt	Yes	For	For	For	For
1.3	Elect Director William A. Hawkins	Mgmt	Yes	For	For	For	For
1.4	Elect Director S. Ann Jackson	Mgmt	Yes	For	For	For	For
1.5	Elect Director Denise M. O'Leary	Mgmt	Yes	For	For	For	For
1.6	Elect Director Robert C. Pozen	Mgmt	Yes	For	For	For	For
1.7	Elect Director Jean-pierre Rosso	Mgmt	Yes	For	For	For	For
1.8	Elect Director Jack W. Schuler	Mgmt	Yes	For	For	For	For
2	Ratify Auditors	Mgmt	Yes	For	For	For	For
3	Amend Qualified Employee Stock Purchase Plan	Mgmt	Yes	For	For	For	For
Research Notes: Approval of this item is warranted given that the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation.
4	Amend Omnibus Stock Plan	Mgmt	Yes	For	For	For	For
Research Notes: VII. Vote Recommendation The estimated shareholder value transfer of the company's plans of 6 percent is equal to the allowable cap for this company of 6 percent. Additionally, this plan expressly forbids repricing.
Tyco Electronics Ltd.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  TEL	08-Oct-09	Switzerland	H8912P106	Special	24-Aug-09	85,575	85,575	85,575	0
CUSIP:  H8912P106	ISIN:  CH0102993182	SEDOL:  B62B7C3	Proxy Level:  N/A	Meeting ID:  533331
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
	This is a duplicate meeting for ballots received via the Broadridge North American Ballot Distribution System	Mgmt	No	None	None	None	None
1	To Approve Payment Of A Distribution To Shareholders Through Areduction Of The Par Value Of Our Shares, Such Payment To Bemade In Two Installments On Or Before March 26, 2010 (the End Ofthe Second Fiscal Quarter Of 2010).	Mgmt	Yes	For	For	For	For
2	To Approve Any Adjournments Or Postponements Of Theextraordinary General Meeting.	Mgmt	Yes	For	Against	Against	Against
Research Notes: In this case, shareholders already have enough information to make their vote decisions. Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. As a result, this item does not merit approval.
3	Transact Other Business (Voting)	Mgmt	Yes	For	Against	Against	Against
Research Notes: As the content of these issues is not known, this item does not merit approval.
The Procter & Gamble Company	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  PG	13-Oct-09	USA	742718109	Annual	14-Aug-09	24,100	24,100	24,100	0
CUSIP:  742718109	ISIN:  US7427181091	SEDOL:  2704407	Proxy Level:  3	Meeting ID:  531953
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Elect Director Kenneth I. Chenault	Mgmt	Yes	For	For	For	For
Research Notes: Vote RecommendationVote FOR all director nominees.
2	Elect Director Scott D. Cook	Mgmt	Yes	For	For	For	For
3	Elect Director Rajat K. Gupta	Mgmt	Yes	For	For	For	For
4	Elect Director A.G. Lafley	Mgmt	Yes	For	For	For	For
5	Elect Director Charles R. Lee	Mgmt	Yes	For	For	For	For
6	Elect Director Lynn M. Martin	Mgmt	Yes	For	For	For	For
7	Elect Director Robert A. McDonald	Mgmt	Yes	For	For	For	For
8	Elect Director W. James McNerney, Jr.	Mgmt	Yes	For	For	For	For
9	Elect Director Johnathan A. Rodgers	Mgmt	Yes	For	For	For	For
10	Elect Director Ralph Snyderman	Mgmt	Yes	For	For	For	For
11	Elect Director Mary Agnes Wilderotter	Mgmt	Yes	For	For	For	For
12	Elect Director Patricia A. Woertz	Mgmt	Yes	For	For	For	For
13	Elect Director Ernesto Zedillo	Mgmt	Yes	For	For	For	For
14	Ratify Auditors	Mgmt	Yes	For	For	For	For
15	Amend Code of Regulations	Mgmt	Yes	For	For	For	For
Research Notes: Vote RecommendationVote FOR this proposal as it would allow the board to make certain administerial amendments to the company's Regulations, while reserving certain fundamental rights for shareholder approval.
16	Approve Omnibus Stock Plan	Mgmt	Yes	For	For	For	For
Research Notes: VII. Vote Recommendation The estimated shareholder value transfer of the company's plans of 6 percent is equal to the allowable cap for this company of 6 percent. Additionally, this plan expressly forbids repricing.
17	Provide for Cumulative Voting	SH	Yes	Against	For	For	For
Research Notes: Vote RecommendationIn this case, the company has adopted a majority voting standard with a plurality carve-out and director resignation policy. However, the company has not adopted proxy access or a similar structure. Accordingly, the proposal warrants shareholder support.
18	Advisory Vote to Ratify Named Executive Officers' Compensation	SH	Yes	Against	For	For	For
Research Notes: Vote RecommendationRMG believes that the advisory vote would provide shareholders with a voice in a company's executive compensation practices. The advisory vote would be a confidence vote on the work of the compensation committee and would encourage constructive dialogue between the committee and investors on any contentious pay issues. RMG encourages companies to allow shareholders to express their opinions on executive compensation practices by establishing an annual referendum. An advisory vote on executive compensation is another step forward in enhancing board accountability.RMG's recommendation for this proposal should be seen as support for the principle of increased shareholder communication rather than as disapproval of this company's current compensation practices
Cisco Systems, Inc.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  CSCO	12-Nov-09	USA	17275R102	Annual	14-Sep-09	139,000	139,000	139,000	0
CUSIP:  17275R102	ISIN:  US17275R1023	SEDOL:  2198163	Proxy Level:  3	Meeting ID:  535870
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Elect Director Carol A. Bartz	Mgmt	Yes	For	For	For	For
2	Elect Director M. Michele Burns	Mgmt	Yes	For	For	For	For
3	Elect Director Michael D. Capellas	Mgmt	Yes	For	For	For	For
4	Elect Director Larry R. Carter	Mgmt	Yes	For	For	For	For
5	Elect Director John T. Chambers	Mgmt	Yes	For	For	For	For
6	Elect Director Brian L. Halla	Mgmt	Yes	For	For	For	For
7	Elect Director John L. Hennessy	Mgmt	Yes	For	For	For	For
8	Elect Director Richard M. Kovacevich	Mgmt	Yes	For	For	For	For
9	Elect Director Roderick C. McGeary	Mgmt	Yes	For	For	For	For
10	Elect Director Michael K. Powell	Mgmt	Yes	For	For	For	For
11	Elect Director Arun Sarin	Mgmt	Yes	For	For	For	For
12	Elect Director Steven M. West	Mgmt	Yes	For	For	For	For
13	Elect Director Jerry Yang	Mgmt	Yes	For	For	For	For
14	Amend Omnibus Stock Plan	Mgmt	Yes	For	For	For	For
Research Notes: VII. Vote Recommendation The estimated shareholder value transfer of the company's plans of 9 percent is equal to the allowable cap for this company of 9 percent. Additionally, this plan expressly forbids repricing.
15	Amend Qualified Employee Stock Purchase Plan	Mgmt	Yes	For	For	For	For
Research Notes: Approval of this item is warranted given that the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation.
16	Ratify Auditors	Mgmt	Yes	For	For	For	For
17	Amend Bylaws to Establish a Board Committee on Human Rights	SH	Yes	Against	Against	Against	Against
Research Notes: Vote RecommendationWhile management's existing processes, policies and relevant public disclosure demonstrate a company commitment to human rights protection, Cisco and its shareholders may benefit from further development of Cisco's existing human rights policies, in particular as it relates to the complex emerging issues of human rights protection and the Internet. Specifically, it may be beneficial for the company to increase transparency on relevant policies and steps the company could take to reduce the likelihood that its business practices/products enable human rights violations and potentially encourage a more fragmented Internet. Enhancing company policies further could confirm to shareholders that the company is taking all appropriate steps to protect its business interests in an increasingly complex internationa l marketplace.However, the scope and binding structure of the proposal presents challenges. In general, decisions over how to address key operational initiatives are best lef
18	Advisory Vote to Ratify Named Executive Officers' Compensation	SH	Yes	Against	For	For	For
Research Notes: RMG's recommendation for this proposal should be seen as support for the principle of increased shareholder communication rather than as disapproval of this company's current compensation practices.
19	Report on Internet Fragmentation	SH	Yes	Against	For	For	For
Research Notes: Vote RecommendationCisco's efforts on international human rights issues, and the apparent improvements the company has made in its disclosure regarding Internet censorship capabilities of its products has been beneficial for shareholders. However, additional information in its existing public documents on policies and practices related to doing business with governments that restrict certain human rights could be further beneficial to shareholders without significant expense or burden on the company. As such, it is recommended that shareholders support this resolution.
Microsoft Corporation	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  MSFT	19-Nov-09	USA	594918104	Annual	04-Sep-09	117,000	117,000	117,000	0
CUSIP:  594918104	ISIN:  US5949181045	SEDOL:  2588173	Proxy Level:  3	Meeting ID:  537045
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Elect Director William H. Gates, III	Mgmt	Yes	For	For	For	For
2	Elect Director Steven A. Ballmer	Mgmt	Yes	For	For	For	For
3	Elect Director Dina Dublon	Mgmt	Yes	For	For	For	For
4	Elect Director Raymond V. Gilmartin	Mgmt	Yes	For	For	For	For
5	Elect Director Reed Hastings	Mgmt	Yes	For	For	For	For
6	Elect Director Maria Klawe	Mgmt	Yes	For	For	For	For
7	Elect Director David F. Marquardt	Mgmt	Yes	For	For	For	For
8	Elect Director Charles H. Noski	Mgmt	Yes	For	For	For	For
9	Elect Director Helmut Panke	Mgmt	Yes	For	For	For	For
10	Ratify Auditors	Mgmt	Yes	For	For	For	For
11	Permit Right to Call Special Meeting	Mgmt	Yes	For	For	For	For
Research Notes: ConclusionIn this case, the proposal provides investors representing 25 percent or more of outstanding shares with a right to call special meetings. RMG believes shareholders should be afforded such a right. However, we encourage the company to consider a more reasonable threshold of ten percent as the proposed 25 percent threshold, in this case, effectively precludes the right which it seeks to provide given the market cap of the company and the current ownership structure. Additionally, the board should consider the removal of exclusions or restrictions in its bylaws that may serve as limitations to such right. That being said, given that the proposal represents an improvement to the company's existing corporate governance policies, and serves as a step in the right direction to ultimately benefit Microsoft shareholders as compared with status quo, we believe that support of this item is warranted.
12	Advisory Vote to Ratify Named Executive Officers' Compensation	Mgmt	Yes	For	For	For	For
Research Notes: Vote RecommendationOn a holistic review of the company's executive compensation programs, shareholders have to balance between the positives and negatives of the various programs. RMG notes that the company's compensation programs are substantively performance-based and that the company has many commendable compensation practices. That said, there are concerns regarding the magnitude and nature of Mr. Elop's relocation package. In particular, RMG views generous home buyout clauses and associated tax gross ups as problematic. Home buyout clauses and associated tax gross ups are non-performance-based compensation and can create internal morale issues. However, in this case, Microsoft's overall compensation program is largely performance-based and has minimal fixed component in the area of supplemental pension or change in co ntrol agreement. Further, the company has recently taken a positive step by expanding the repayment provision to a minimum of two-year period. RMG encourages the company to m
13	Adopt Principles for Health Care Reform	SH	Yes	Against	Against	Against	Against
Research Notes: ConclusionThe issue of health care reform is a significant public policy matter. The current health care system poses substantial challenges to U.S. companies, particularly as the cost of providing employee health care insurance continues to increase for those companies offering such insurance as a part of their employee benefits package. However, the issue of health care policy reaches beyond the scope of any one company. Further, the adoption of IOM-based principles for health care reform, as proposed by the proponent, would not clearly mitigate health care risks to the company and its shareholders. Additionally, the recommended health care principles may be perceived as overly prescriptive and may limit management's flexibility with respect to future developments such as labor or contract negotiations. Ultimately, manag ement should be afforded the flexibility to make decisions on specific health care-related public policy positions based on their own assessment of the most beneficial health
14	Report on Charitable Contributions	SH	Yes	Against	Against	Against	Against
Research Notes: ConclusionBased on Microsoft's existing level of disclosure pertaining to its charitable giving and due to its existing policies, oversight mechanisms, and third-party auditing of these contributions, and providing the public availability of information relating to certain charitable initiatives, this resolution does not merit shareholder support.
Walgreen Co.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  WAG	13-Jan-10	USA	931422109	Annual	16-Nov-09	82,000	82,000	82,000	0
CUSIP:  931422109	ISIN:  US9314221097	SEDOL:  2934839	Proxy Level:  4	Meeting ID:  545283
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1.1	Elect Director Steven A. Davis	Mgmt	Yes	For	For	For	For
Research Notes: Vote RecommendationWhile the company employs a few concerning executive-only, non-performance pay practices, we note that the company has committed to remove the tax gross-up portion on the trust earnings and earnings differential payments. At its annual review the Compensation Committee will review the appropriateness of the post-retirement payment of base salary, bonus and benefits for six months and the executive phyiscal until age 70. We also note that the company provides a supplemental retirement program to the executives. However, shareholders are not informed of the accumulated balance of the program. In a principle-based disclosure environment, companies should disclose the balance of all executive retirement programs, especially when the funds are placed in a secular trust. The notion of a secular trust where the executive retirement benefits are completely insulated from creditors seems contradictory. Secular trusts tend not to be provided to the general employee population. Therefo
1.2	Elect Director William C. Foote	Mgmt	Yes	For	For	For	For
1.3	Elect Director Mark P. Frissora	Mgmt	Yes	For	For	For	For
1.4	Elect Director Alan G. McNally	Mgmt	Yes	For	For	For	For
1.5	Elect Director Nancy M. Schlichting	Mgmt	Yes	For	For	For	For
1.6	Elect Director David Y. Schwartz	Mgmt	Yes	For	For	For	For
1.7	Elect Director Alejandro Silva	Mgmt	Yes	For	For	For	For
1.8	Elect Director James A. Skinner	Mgmt	Yes	For	For	For	For
1.9	Elect Director Gregory D. Wasson	Mgmt	Yes	For	For	For	For
2	Ratify Auditors	Mgmt	Yes	For	For	For	For
3	Amend Stock Option Plan	Mgmt	Yes	For	For	For	For
Research Notes: VII. Vote Recommendation The estimated shareholder value transfer of the company's plans of 6 percent is equal to the allowable cap for this company of 6 percent.
4	Reduce Supermajority Vote Requirement	SH	Yes	Against	For	For	For
Research Notes: Vote RecommendationShareholders should vote FOR this proposal because the elimination of supermajority vote requirements represents an enhancement to shareholder rights.
5	Performance-Based Equity Awards	SH	Yes	Against	For	For	For
Client Notes: Vote RecommendationGiven that the company's current long-term equity compensation programs are not substantially performance-based and the proposal is not overly restrictive, this item warrants shareholder support.
Research Notes: Vote RecommendationGiven that the company's current long-term equity compensation programs are not substantially performance-based and the proposal is not overly restrictive, this item warrants shareholder support.
6	Report on Charitable Contributions	SH	Yes	Against	Against	Against	Against
Client Notes: Vote RecommendationWhile Walgreen could increase the level of detail in its disclosure of the company's charitable contribution activities, as well as the comprehensiveness of its reporting, the company appears to disclose its charitable contribution policies and activities in sufficient detail and scope for shareholders to evaluate the associated risks and benefits. In addition, the proponents' agenda appears to be to encourage the company's adoption of a particular animal welfare-related charitable contribution policy rather than a straightforward increase in the level of disclosure of Walgreen's charitable contribution practices. Given Walgreen's current level of disclosure and the apparent intent of resolution as indicated in the proposals' supporting statement, this proposal does not warrant shareholder support.
Research Notes: Vote RecommendationWhile Walgreen could increase the level of detail in its disclosure of the company's charitable contribution activities, as well as the comprehensiveness of its reporting, the company appears to disclose its charitable contribution policies and activities in sufficient detail and scope for shareholders to evaluate the associated risks and benefits. In addition, the proponents' agenda appears to be to encourage the company's adoption of a particular animal welfare-related charitable contribution policy rather than a straightforward increase in the level of disclosure of Walgreen's charitable contribution practices. Given Walgreen's current level of disclosure and the apparent intent of resolution as indicated in the proposals' supporting statement, this proposal does not warrant shareholder support.
Johnson Controls, Inc.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  JCI	27-Jan-10	USA	478366107	Annual	19-Nov-09	105,000	105,000	105,000	0
CUSIP:  478366107	ISIN:  US4783661071	SEDOL:  2476803	Proxy Level:  2	Meeting ID:  546467
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1.1	Elect Director David P. Abney	Mgmt	Yes	For	For	For	For
Client Notes: While RMG will continue to monitor compensation practices at the company, specifically pertaining to excise tax gross-ups, it is recommended that shareholders vote FOR the directors with the exception of affiliated outsider Jeffrey A. Joerres. It is recommended that shareholders WITHHOLD votes from Jeffrey A. Joerres for standing as an affiliated outsider on the Board's Compensation Committee.
Research Notes: While RMG will continue to monitor compensation practices at the company, specifically pertaining to excise tax gross-ups, it is recommended that shareholders vote FOR the directors with the exception of affiliated outsider Jeffrey A. Joerres. It is recommended that shareholders WITHHOLD votes from Jeffrey A. Joerres for standing as an affiliated outsider on the Board's Compensation Committee.
1.2	Elect Director Robert L. Barnett	Mgmt	Yes	For	For	For	For
1.3	Elect Director Eugenio Clariond Reyes-Retana	Mgmt	Yes	For	For	For	For
1.4	Elect Director Jeffrey A. Joerres	Mgmt	Yes	For	Withhold	Withhold	Withhold
2	Ratify Auditors	Mgmt	Yes	For	For	For	For
3	Require a Majority Vote for the Election of Directors	SH	Yes	Against	For	For	For
Research Notes: Director accountability is the hallmark of good governance. The board election process must ensure that shareholders' expressions of dissatisfaction with the performance of directors have meaningful consequences. A majority vote standard transforms the director election process from a symbolic gesture to a meaningful voice for shareholder. RMG believes that proposals seeking majority vote requirements in boardroom elections warrant shareholder support provided a majority vote requirement does not conflict with state law where the company is incorporated. Further, RMG will not support any resolutions that do not allow for a carve-out for plurality elections when there are more nominees than board seats. RMG advocates that a majority vote standard coupled with a director resignation policy would give full effect to the share holder franchise. As such, it is recommended that shareholders vote FOR this proposal.
Bank of America Corp.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  BAC	23-Feb-10	USA	060505104	Special	07-Jan-10	198,000	198,000	198,000	0
CUSIP:  060505104	ISIN:  US0605051046	SEDOL:  2295677	Proxy Level:  2	Meeting ID:  550628
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Increase Authorized Common Stock	Mgmt	Yes	For	For	For	For
Research Notes: The requested increase of 1.3 billion shares is below the allowable threshold of 5.7 billion shares. The company is has nearly exhausted its existing share reserve and the size of the requested increase is reasonable. Further, the rationale for the proposed increase is strong and the consequences of non-approval would be costly. In view of these factors, this item warrants shareholder support.
2	Adjourn Meeting	Mgmt	Yes	For	For	For	For
Research Notes: Where RMG is supportive of the underlying proposal, we may support adjournment of the meeting to permit further solicitation.
Deere & Co.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  DE	24-Feb-10	USA	244199105	Annual	31-Dec-09	10,000	10,000	10,000	0
CUSIP:  244199105	ISIN:  US2441991054	SEDOL:  2261203	Proxy Level:  3	Meeting ID:  546473
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Elect Director Samuel R. Allen	Mgmt	Yes	For	For	For	For
2	Elect Director Aulana L. Peters	Mgmt	Yes	For	For	For	For
3	Elect Director David B. Speer	Mgmt	Yes	For	For	For	For
4	Declassify the Board of Directors	Mgmt	Yes	For	For	For	For
5	Amend Omnibus Stock Plan	Mgmt	Yes	For	For	For	For
6	Amend Executive Incentive Bonus Plan	Mgmt	Yes	For	For	For	For
7	Ratify Auditors	Mgmt	Yes	For	For	For	For
8	Limit Executive Compensation	SH	Yes	Against	Against	Against	Against
9	Advisory Vote to Ratify Named Executive Officers' Compensation	SH	Yes	Against	For	For	For
10	Require Independent Board Chairman	SH	Yes	Against	For	For	For
Analog Devices, Inc.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  ADI	09-Mar-10	USA	032654105	Annual	15-Jan-10	94,000	94,000	94,000	0
CUSIP:  032654105	ISIN:  US0326541051	SEDOL:  2032067	Proxy Level:  1	Meeting ID:  552759
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1.1	Elect Director Ray Stata	Mgmt	Yes	For	For	For	For
1.2	Elect Director Jerald G. Fishman	Mgmt	Yes	For	For	For	For
1.3	Elect Director James A. Champy	Mgmt	Yes	For	For	For	For
1.4	Elect Director John L. Doyle	Mgmt	Yes	For	For	For	For
1.5	Elect Director John C. Hodgson	Mgmt	Yes	For	For	For	For
1.6	Elect Director Yves-Andre Istel	Mgmt	Yes	For	For	For	For
1.7	Elect Director Neil Novich	Mgmt	Yes	For	For	For	For
1.8	Elect Director F. Grant Saviers	Mgmt	Yes	For	For	For	For
1.9	Elect Director Paul J. Severino	Mgmt	Yes	For	For	For	For
1.10	Elect Director Kenton J. Sicchitano	Mgmt	Yes	For	For	For	For
2	Ratify Auditors	Mgmt	Yes	For	For	For	For
The Walt Disney Company	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  DIS	10-Mar-10	USA	254687106	Annual	11-Jan-10	86,000	86,000	86,000	0
CUSIP:  254687106	ISIN:  US2546871060	SEDOL:  2270726	Proxy Level:  3	Meeting ID:  551191
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Elect Director Susan E. Arnold	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR all directors is warranted.
2	Elect Director John E. Bryson	Mgmt	Yes	For	For	For	For
3	Elect Director John S. Chen	Mgmt	Yes	For	For	For	For
4	Elect Director Judith L. Estrin	Mgmt	Yes	For	For	For	For
5	Elect Director Robert A. Iger	Mgmt	Yes	For	For	For	For
6	Elect Director Steven P. Jobs	Mgmt	Yes	For	For	For	For
7	Elect Director Fred H. Langhammer	Mgmt	Yes	For	For	For	For
8	Elect Director Aylwin B. Lewis	Mgmt	Yes	For	For	For	For
9	Elect Director Monica C. Lozano	Mgmt	Yes	For	For	For	For
10	Elect Director Robert W. Matschullat	Mgmt	Yes	For	For	For	For
11	Elect Director John E. Pepper, Jr.	Mgmt	Yes	For	For	For	For
12	Elect Director Sheryl Sandberg	Mgmt	Yes	For	For	For	For
13	Elect Director Orin C. Smith	Mgmt	Yes	For	For	For	For
14	Ratify Auditors	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR the ratification of the company’s auditor is warranted.
15	Amend Omnibus Stock Plan	Mgmt	Yes	For	Against	Against	Against
Research Notes: The estimated shareholder value transfer of the company's plans of 7 percent is equal to the allowable cap for this company of 7 percent. Additionally, this plan expressly forbids repricing. However, in this case, Disney's burn rate of 2.36 percent is above the industry allowable cap of 2.28 percent. As such, shareholders should vote AGAINST this proposal.
16	Reduce Supermajority Vote Requirement	Mgmt	Yes	For	For	For	For
Research Notes: Any reduction of a company's voting requirements warrants shareholder support, even if the change is simply a lower supermajority. As such, a vote FOR this proposal is warranted.
17	Reduce Supermajority Vote Requirement	Mgmt	Yes	For	For	For	For
Research Notes: Any reduction of a company's voting requirements warrants shareholder support. A vote FOR this proposal is warranted.
18	Amend Articles of Incorporation to Delete Certain Tracking Stock Provisions	Mgmt	Yes	For	For	For	For
Research Notes: Given that the amendment appears to be administrative in nature and will have no negative effect to shareholders, shareholders should vote FOR this proposal.
19	Amend Articles of Incorporation to Delete Classified Board Transition Provisions	Mgmt	Yes	For	For	For	For
Research Notes: Given that the amendment appears to be administrative in nature and will have no negative effect to shareholders, shareholders should vote FOR this proposal.
20	Advisory Vote to Ratify Named Executive Officers' Compensation	SH	Yes	Against	For	For	For
Research Notes: An advisory vote would allow shareholders a voice in a company's executive compensation practices. The advisory vote would be a confidence vote on the work of the compensation committee and would encourage constructive dialogue between the committee and investors on any contentious pay issues. Companies should allow shareholders to express their opinions of executive compensation practices by establishing an annual referendum process. An advisory vote on executive compensation is another step forward in enhancing board accountability.Recommendation for this proposal should be seen as support for the principle of increased shareholder communication rather than as a disapproval of this company's current compensation practices.
21	Amend EEO Policy to Prohibit Discrimination Based on Ex-Gay Status	SH	Yes	Against	Against	Against	Against
Research Notes: A vote AGAINST this stockholder proposal is warranted because:Disney commits to provide equal opportunity for all employees based on a list of general characteristics and statutes, including specific reference to sexual orientation without specifying variations of each characteristic within the spectrum of sexual orientation.
Tyco Electronics Ltd.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  TEL	10-Mar-10	Switzerland	H8912P106	Annual	21-Jan-10	85,575	85,575	85,575	0
CUSIP:  H8912P106	ISIN:  CH0102993182	SEDOL:  B62B7C3	Proxy Level:  N/A	Meeting ID:  551788
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1.1	Reelect Pierre Brondeau as Director	Mgmt	Yes	For	For	For	For
1.2	Reelect Ram Charan as Director	Mgmt	Yes	For	For	For	For
1.3	Reelect Juergen Gromer as Director	Mgmt	Yes	For	For	For	For
1.4	Reelect Robert Hernandez as Director	Mgmt	Yes	For	For	For	For
1.5	Reelect Thomas Lynch as Director	Mgmt	Yes	For	For	For	For
1.6	Reelect Daniel Phelan as Director	Mgmt	Yes	For	For	For	For
1.7	Reelect Frederic Poses as Director	Mgmt	Yes	For	For	For	For
1.8	Reelect Lawrence Smith as Director	Mgmt	Yes	For	For	For	For
1.9	Reelect Paula Sneed as Director	Mgmt	Yes	For	For	For	For
1.10	Reelect David Steiner as Director	Mgmt	Yes	For	For	For	For
1.11	Reelect John Van Scoter as Director	Mgmt	Yes	For	For	For	For
2.1	Accept Annual Report for Fiscal 2008/2009	Mgmt	Yes	For	For	For	For
2.2	Accept Statutory Financial Statements for Fiscal 2008/2009	Mgmt	Yes	For	For	For	For
2.3	Accept Consolidated Financial Statements for Fiscal 2008/2009	Mgmt	Yes	For	For	For	For
3	Approve Share Capital Reduction and Repayment of $0.64 per Share	Mgmt	Yes	For	For	For	For
4	Approve Discharge of Board and Senior Management	Mgmt	Yes	For	For	For	For
5	Increase the Number of Shares Available for Awards under Tyco Electronics Ltd. 2007 Stock and Incentive Plan	Mgmt	Yes	For	Against	Against	Against
Research Notes: The addition of 15 million shares to Tyco Electronics' Stock and Incentive Plan would give the company's equity plans a potentially excessive dilution of 10.5 percent. In addition, the disclosure of performance conditions under the plan is vague, performance vesting conditions are not required for full-value awards with a discounted (or non-existent) strike price, and non-employee directors are eligible to receive stock options. As a result, the addition of shares to this plan does not merit approval.
6.1	Ratify Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal 2009/2010	Mgmt	Yes	For	For	For	For
6.2	Ratify Deloitte AG as Swiss Registered Auditors for Fiscal 2009/2010	Mgmt	Yes	For	For	For	For
6.3	Ratify PricewaterhouseCoopers AG as Special Auditor for Fiscal 2009/2010	Mgmt	Yes	For	For	For	For
7	Adjourn Meeting	Mgmt	Yes	For	Against	Against	Against
Research Notes: In this case, shareholders already have enough information to make their vote decisions. Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. As a result, this item does not merit approval.
8	Transact Other Business (Voting)	Mgmt	Yes	For	Against	Against	Against
Research Notes: As the content of these issues is not known, this item does not merit approval.
Tyco International Ltd.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  TYC	10-Mar-10	Switzerland	H89128104	Annual	11-Jan-10	86,000	86,000	86,000	0
CUSIP:  H89128104	ISIN:  CH0100383485	SEDOL:  B64GC98	Proxy Level:  N/A	Meeting ID:  547795
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Accept Financial Statements and Statutory Reports for Fiscal 2008/2009	Mgmt	Yes	For	For	For	For
2	Approve Discharge of Board and Senior Management	Mgmt	Yes	For	For	For	For
3.1	Reelect Edward Breen as Director	Mgmt	Yes	For	Withhold	Withhold	Withhold
3.2	Elect Michael Daniels as Director	Mgmt	Yes	For	For	For	For
3.3	Reelect Timothy Donahue as Director	Mgmt	Yes	For	For	For	For
3.4	Reelect Brian Duperreault as Director	Mgmt	Yes	For	For	For	For
3.5	Reelect Bruce Gordon as Director	Mgmt	Yes	For	For	For	For
3.6	Reelect Rajiv Gupta as Director	Mgmt	Yes	For	For	For	For
3.7	Reelect John Krol as Director	Mgmt	Yes	For	For	For	For
3.8	Reelect Brendan O'Neill as Director	Mgmt	Yes	For	For	For	For
3.9	Reelect William Stavropoulos as Director	Mgmt	Yes	For	For	For	For
3.10	Reelect Sandra Wijnberg as Director	Mgmt	Yes	For	For	For	For
3.11	Reelect R. David Yost as Director	Mgmt	Yes	For	For	For	For
4a	Ratify Deloitte AG as Auditors	Mgmt	Yes	For	For	For	For
4b	Appoint Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal 2009/2010	Mgmt	Yes	For	For	For	For
4c	Ratify PricewaterhouseCoopers AG as Special Auditor	Mgmt	Yes	For	For	For	For
5a	Approve Carrying Forward of Net Loss	Mgmt	Yes	For	For	For	For
5b	Approve CHF 407.4 Million Reduction in Share Capital and Repayment of CHF 0.85 per Share	Mgmt	Yes	For	For	For	For
6	Amend Articles Re: Plurality Voting Standard for Board Elections When the Number of Candidates Exceeds the Number of Board Positions Available	Mgmt	Yes	For	For	For	For
7	Transact Other Business (Voting)	Mgmt	Yes	For	Against	Against	Against
Covidien plc	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  COV	16-Mar-10	Ireland	G2554F105	Annual	13-Jan-10	43,000	43,000	43,000	0
CUSIP:  G2554F105	ISIN:  IE00B3QN1M21	SEDOL:  B3QN1M2	Proxy Level:  N/A	Meeting ID:  551920
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
	Ordinary Resolutions	Mgmt	No
1	Accept Financial Statements and Statutory Reports	Mgmt	Yes	For	For	For	For
2a	Elect Craig Arnold as Director	Mgmt	Yes	For	For	For	For
Research Notes: RMG generally opposes the (re)election of combined chair/CEOs at core companies unless company provides compelling reasons for a combination of the roles, or if there are exceptional circumstances that justify the combining of the roles. However, taking into consideration: - That this is the first AGM as an irish incorporated company; - A Lead Independent Director has been appointed; and - The Company operated with a separate Chairman and CEO initially after being spun off from Tyco International in 2007. A vote ABSTAIN is recommended on the election of Richard Meelia (item 2h). RMG will continue to review this position, but the Company is recommended to reconsider combining the roles of Chairman and CEO going forward.
2b	Elect Robert H. Brust as Director	Mgmt	Yes	For	For	For	For
2c	Elect John M. Connors, Jr. as Director	Mgmt	Yes	For	For	For	For
2d	Elect Christopher J. Coughlin as Director	Mgmt	Yes	For	For	For	For
2e	Elect Timothy M. Donahue as Director	Mgmt	Yes	For	For	For	For
2f	Elect Kathy J. Herbert as Director	Mgmt	Yes	For	For	For	For
2g	Elect Randall J. Hogan, III as Director	Mgmt	Yes	For	For	For	For
2h	Elect Richard J. Meelia as Director	Mgmt	Yes	For	Abstain	Abstain	Abstain
2i	Elect Dennis H. Reilley as Director	Mgmt	Yes	For	For	For	For
2j	Elect Tadataka Yamada as Director	Mgmt	Yes	For	For	For	For
2k	Elect Joseph A. Zaccagnino as Director	Mgmt	Yes	For	For	For	For
3	Approve Deloitte & Touche LLP as Auditors and Authorize Board to Fix Their Remuneration Auditors	Mgmt	Yes	For	For	For	For
4	Authorize Share Repurchase Program	Mgmt	Yes	For	For	For	For
	Special Resolutions	Mgmt	No
5	Authorize Reissuance of Treasury Shares	Mgmt	Yes	For	For	For	For
Carnival Corp.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  CCL	13-Apr-10	Panama	143658300	Annual	12-Feb-10	78,000	78,000	78,000	0
CUSIP:  143658300	ISIN:  PA1436583006	SEDOL:  2523044	Proxy Level:  N/A	Meeting ID:  557539
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Reelect Micky Arison As A Director Of Carnival Corporation And As A Director Of Carnival Plc.	Mgmt	Yes	For	For	For	For
Research Notes: While several directors are not considered independent according to U.K. guidelines due to tenure and stock options, given that these items are not considered to affect independence in the U.S. market, shareholder support for all nominees is warranted.Background InformationPolicies: Board Accountability Director Independence Director CompetenceVote Requirement: The affirmative vote of a majority of the combined votes cast at both meetings of Carnival Corp. and PLC are required to approve these items. Abstentions and broker non-votes are not deemed votes cast for purposes of calculating the vote, but do count for the purpose of determining whether a quorum is present.
2	Elect Sir Jonathon Band As A Director Of Carnival Corporation And As A Director Of Carnival Plc.	Mgmt	Yes	For	For	For	For
3	Reelect Robert H. Dickinson As A Director Of Carnival Corporation And As A Director Of Carnival Plc.	Mgmt	Yes	For	For	For	For
4	Reelect Arnold W. Donald As A Director Of Carnival Corporation And As A Director Of Carnival Plc.	Mgmt	Yes	For	For	For	For
5	Reelect Pier Luigi Foschi As A Director Of Carnival Corporation And As A Director Of Carnival Plc.	Mgmt	Yes	For	For	For	For
6	Reelect Howard S. Frank As A Director Of Carnival Corporation And As A Director Of Carnival Plc.	Mgmt	Yes	For	For	For	For
7	Reelect Richard J. Glasier As A Director Of Carnival Corporation And As A Director Of Carnival Plc.	Mgmt	Yes	For	For	For	For
8	Reelect Modesto A. Maidique As A Director Of Carnival Corporation And As A Director Of Carnival Plc.	Mgmt	Yes	For	For	For	For
9	Reelect Sir John Parker As A Director Of Carnival Corporation And As A Director Of Carnival Plc.	Mgmt	Yes	For	For	For	For
10	Reelect Peter G. Ratcliffe As A Director Of Carnival Corporation And As A Director Of Carnival Plc.	Mgmt	Yes	For	For	For	For
11	Reelect Stuart Subotnick As A Director Of Carnival Corporation And As A Director Of Carnival Plc.	Mgmt	Yes	For	For	For	For
12	Reelect Laura Weil As A Director Of Carnival Corporation And As A Director Of Carnival Plc.	Mgmt	Yes	For	For	For	For
13	Reelect Randall J. Weisenburger As A Director Of Carnival Corporation And As A Director Of Carnival Plc.	Mgmt	Yes	For	For	For	For
14	Reelect Uzi Zucker As A Director Of Carnival Corporation And As A Director Of Carnival Plc.	Mgmt	Yes	For	For	For	For
15	Reappoint The UK Firm Of PricewaterhouseCoopers LLP As Independent Auditors For Carnival Plc And Ratify The U.S. Firm Of PricewaterhouseCoopers LLP As The Independent Auditor For Carnival Corporation.	Mgmt	Yes	For	For	For	For
Research Notes: This is a routine request that warrants shareholder support.BackgroundPolicies: Auditor RatificationVote Requirement: The affirmative vote of a majority of the combined votes cast at both meetings of Carnival Corp. and PLC are required to approve these items. Abstentions and broker non-votes are not deemed votes cast for purposes of calculating the vote, but do count for the purpose of determining whether a quorum is present.
16	Authorize The Audit Committee Of Carnival Plc To Fix Remuneration Of The Independent Auditors Of Carnival Plc.	Mgmt	Yes	For	For	For	For
Research Notes: Where work is unrelated to the audit function, it is preferable that companies do not engage their auditor. This safeguards shareholders' interest by avoiding potential conflicts that might interfere with the auditor's independent judgment. This is a routine request that merits support.BackgroundPolicies: Auditor RatificationVote Requirement: The affirmative vote of a majority of the combined votes cast at both meetings of Carnival Corp. and PLC are required to approve these items. Abstentions and broker non-votes are not deemed votes cast for purposes of calculating the vote, but do count for the purpose of determining whether a quorum is present.
17	Receive The UK Accounts And Reports Of The Directors And Auditors Of Carnival Plc For The Year Ended November 30, 2009	Mgmt	Yes	For	For	For	For
Research Notes: This is a routine item that merits support.BackgroundVote Requirement: The affirmative vote of a majority of the combined votes cast at both meetings of Carnival Corp. and PLC are required to approve these items. Abstentions and broker non-votes are not deemed votes cast for purposes of calculating the vote, but do count for the purpose of determining whether a quorum is present.
18	Approve The Directors  Remuneration Report Of Carnival Plc For The Year Ended November 30, 2009	Mgmt	Yes	For	For	For	For
Research Notes: The excessive benefits to Micky Arison and Howard Frank for personal aircraft use and personal use of sporting event tickets run counter to the pay for performance philosophy that dictates both UK and US executive remuneration best practice guidelines. In light of the new SEC disclosure rules on executive and director compensation, many companies are eliminating unwarranted perks, such as personal use of aircraft and car allowances.However there are a variety of welcomed developments at the Company, such as the removal of Mr. Foschi's guaranteed bonus, removing the personal use of sporting event tickets from the Company's benefits policy, salary freezes for the year, and the donation of the CEO's bonus to charity.Although there are areas in which the Company continues to fall short of UK best practice, the Company has demo nstrated a desire to improve its remuneration practices and therefore, on balance, shareholders are recommended to support the remuneration report.
19	Authorize Issue of Equity with Pre-emptive Rights	Mgmt	Yes	For	For	For	For
20	Authorize Issue of Equity without Pre-emptive Rights	Mgmt	Yes	For	For	For	For
Research Notes: This is a routine request and the proposed amount and duration are within the limits recommended in NAPF Policy.BackgroundVote Requirement: The affirmative vote of 75 percent of the combined votes cast at both meetings of Carnival Corp. and PLC are required to approve these items. Abstentions and broker non-votes are not deemed votes cast for purposes of calculating the vote, but do count for the purpose of determining whether a quorum is present.
21	Authorise Shares for Market Purchase	Mgmt	Yes	For	For	For	For
Research Notes: This is a routine proposal and shareholders are advised to support this item.BackgroundVote Requirement: The affirmative vote of 75 percent of the combined votes cast at both meetings of Carnival Corp. and PLC are required to approve these items. Abstentions and broker non-votes are not deemed votes cast for purposes of calculating the vote, but do count for the purpose of determining whether a quorum is present.
22	Stock Retention/Holding Period	SH	Yes	Against	For	For	For
Research Notes: Support for this proposal is warranted given that the proposed policy may better address shareholders' concerns about maintaining strong links between the interests of top executives and long-term shareholder value.BackgroundPolicies: Stock Ownership or Holding Period GuidelinesVote Requirement: The affirmative vote of a majority of the combined votes cast at both meetings of Carnival Corp. and PLC are required to approve these items. Abstentions and broker non-votes are not deemed votes cast for purposes of calculating the vote, but do count for the purpose of determining whether a quorum is present.
23	Transact Other Business (Non-Voting)	Mgmt	No
The Bank of New York Mellon Corporation	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  BK	13-Apr-10	USA	064058100	Annual	12-Feb-10	117,000	117,000	117,000	0
CUSIP:  064058100	ISIN:  US0640581007	SEDOL:  B1Z77F6	Proxy Level:  3	Meeting ID:  562351
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1.1	Elect Director Ruth E. Bruch	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR all directors is warranted.
1.2	Elect Director Nicholas M. Donofrio	Mgmt	Yes	For	For	For	For
1.3	Elect Director Gerald L. Hassell	Mgmt	Yes	For	For	For	For
1.4	Elect Director Edmund F. Kelly	Mgmt	Yes	For	For	For	For
1.5	Elect Director Robert P. Kelly	Mgmt	Yes	For	For	For	For
1.6	Elect Director Richard J. Kogan	Mgmt	Yes	For	For	For	For
1.7	Elect Director Michael J. Kowalski	Mgmt	Yes	For	For	For	For
1.8	Elect Director John A. Luke, Jr.	Mgmt	Yes	For	For	For	For
1.9	Elect Director Robert Mehrabian	Mgmt	Yes	For	For	For	For
1.10	Elect Director Mark A. Nordenberg	Mgmt	Yes	For	For	For	For
1.11	Elect Director Catherine A. Rein	Mgmt	Yes	For	For	For	For
1.12	Elect Director William C. Richardson	Mgmt	Yes	For	For	For	For
1.13	Elect Director Samuel C. Scott III	Mgmt	Yes	For	For	For	For
1.14	Elect Director John P. Surma	Mgmt	Yes	For	For	For	For
1.15	Elect Director Wesley W. von Schack	Mgmt	Yes	For	For	For	For
2	Advisory Vote to Ratify Named Executive Officers' Compensation	Mgmt	Yes	For	For	For	For
Research Notes: While support is warranted for this proposal, two potential concerns are highlighted, namely:The award of discretionary bonuses to named executive officers ("NEOs) when the company failed to meet the corporate goals under its annual incentive plan, andPayment of a substantial, albeit temporary, tax gross-up to an executive related to his relocation arrangement.
3	Ratify Auditors	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR this proposal to ratify the company's auditor is warranted.
4	Provide for Cumulative Voting	SH	Yes	Against	For	For	For
Research Notes: Support for this proposal is warranted given that the adoption of this proposal would enhance shareholders’ rights.
5	Stock Retention/Holding Period	SH	Yes	Against	For	For	For
Research Notes: Support for this proposal is warranted given that the proposed policy may better address shareholders' concerns about maintaining strong links between the interests of top executives and long-term shareholder value.
6	Submit Severance Agreement (Change-in-Control) to Shareholder Vote	SH	Yes	Against	For	For	For
Research Notes: Support for this proposal is warranted given that the proposed policy will allow shareholders to have a voice in the approval of severance/change-in-control payments.
The Coca-Cola Company	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  KO	21-Apr-10	USA	191216100	Annual	22-Feb-10	19,000	19,000	19,000	0
CUSIP:  191216100	ISIN:  US1912161007	SEDOL:  2206657	Proxy Level:  4	Meeting ID:  558747
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Elect Director Herbert A. Allen	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR all directors with the exception of the overboarded director Barry Diller is warranted.
2	Elect Director Ronald W. Allen	Mgmt	Yes	For	For	For	For
3	Elect Director Cathleen P. Black	Mgmt	Yes	For	For	For	For
4	Elect Director Barry Diller	Mgmt	Yes	For	Against	Against	Against
5	Elect Director Alexis M. Herman	Mgmt	Yes	For	For	For	For
6	Elect Director Muhtar Kent	Mgmt	Yes	For	For	For	For
7	Elect Director Donald R. Keough	Mgmt	Yes	For	For	For	For
8	Elect Director Maria Elena Lagomasino	Mgmt	Yes	For	For	For	For
9	Elect Director Donald F. McHenry	Mgmt	Yes	For	For	For	For
10	Elect Director Sam Nunn	Mgmt	Yes	For	For	For	For
11	Elect Director James D. Robinson III	Mgmt	Yes	For	For	For	For
12	Elect Director Peter V. Ueberroth	Mgmt	Yes	For	For	For	For
13	Elect Director Jacob Wallenberg	Mgmt	Yes	For	For	For	For
14	Elect Director James B. Williams	Mgmt	Yes	For	For	For	For
15	Ratify Auditors	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR this proposal to ratify the company's auditor is warranted.
16	Advisory Vote to Ratify Named Executive Officers' Compensation	SH	Yes	Against	For	For	For
Research Notes: A vote FOR this proposal is warranted, as it would enhance board accountability and foster communication between shareholders and the company regarding executive compensation.
17	Require Independent Board Chairman	SH	Yes	Against	For	For	For
Research Notes: Support for this proposal is warranted, given that the current presiding director does not meet all of the clearly delineated duties needed to serve as an effective counterbalance to a combined CEO and chairman.
18	Performance-Based Equity Awards	SH	Yes	Against	Against	Against	Against
Research Notes: This proposal does not warrant support because:the company has granted performance share units with established performance measures and goals;the company does not appear to have engaged in untoward manipulation of its performance metrics; andthe company has granted early release of restricted stock only sparingly in recent years.
19	Publish Report on Chemical Bisphenol A (BPA)	SH	Yes	Against	For	For	For
Research Notes: Vote Recommendation: A vote FOR this resolution is warranted because:The FDA in January issued a release recognizing new concerns over potential effects of BPA on the brain, behavior, and prostate gland of fetuses, infants, and children, and is facilitating development of alternatives to BPA in infant food can linings and supporting a shift to a more robust regulatory framework for oversight of BPA.Coca-Cola does not make sufficient disclosure on the steps it is taking to address concerns over the use BPA in the linings of its canned beverages and its role in the efforts to develop alternatives given the growing awareness of potential effects of BPA by consumers and regulatory agencies.
Alcoa Inc.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  AA	23-Apr-10	USA	013817101	Annual	27-Jan-10	196,000	196,000	196,000	0
CUSIP:  013817101	ISIN:  US0138171014	SEDOL:  2021805	Proxy Level:  4	Meeting ID:  558094
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1.1	Elect Director Arthur D. Collins, Jr	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR all director nominees is warranted.
1.2	Elect Director Carlos Ghosn	Mgmt	Yes	For	For	For	For
1.3	Elect Director Michael G. Morris	Mgmt	Yes	For	For	For	For
1.4	Elect Director E. Stanley O'Neal	Mgmt	Yes	For	For	For	For
2	Ratify Auditor	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR the proposal to ratify the company's auditor is warranted.
3	Adopt Majority Voting for Uncontested Election of Directors	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR this item is warranted.
4	Reduce Supermajority Vote Requirement Relating to Fair Price Protection	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR this item is warranted as it would reduce the company's supermajority vote requirement (80 percent of shares outstanding) to amend Article SEVENTH, which provides fair price protection to shareholders, to a majority of shares outstanding. Any reduction of a company's voting requirements warrants shareholder support, even if the change is simply a lower supermajority.
5	Reduce Supermajority Vote Requirement Relating to Director Elections	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR this item is warranted as it would reduce the company's supermajority vote requirement (80 percent of shares outstanding) to amend Article EIGHTH, which relates to the procedures and processes for the election of directors, to a majority of shares outstanding. Any reduction of a company's voting requirements warrants shareholder support, even if the change is simply a lower supermajority.
6	Reduce Supermajority Vote Requirement Relating to the Removal of Directors	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR this item is warranted as it would reduce the company's supermajority vote requirement (80 percent of shares outstanding) to remove directors from the board, to a majority of shares outstanding. Any reduction of a company's voting requirements warrants shareholder support, even if the change is simply a lower supermajority.
7	Adopt Simple Majority Vote	SH	Yes	Against	For	For	For
Research Notes: A vote FOR this item is warranted.
American Express Company	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  AXP	26-Apr-10	USA	025816109	Annual	26-Feb-10	62,000	62,000	62,000	0
CUSIP:  025816109	ISIN:  US0258161092	SEDOL:  2026082	Proxy Level:  3	Meeting ID:  561598
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1.1	Elect Director Daniel F. Akerson	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR all director nominees is warranted.
1.2	Elect Director Charlene Barshefsky	Mgmt	Yes	For	For	For	For
1.3	Elect Director Ursula M. Burns	Mgmt	Yes	For	For	For	For
1.4	Elect Director Kenneth I. Chenault	Mgmt	Yes	For	For	For	For
1.5	Elect Director Peter Chernin	Mgmt	Yes	For	For	For	For
1.6	Elect Director Jan Leschly	Mgmt	Yes	For	For	For	For
1.7	Elect Director Richard C. Levin	Mgmt	Yes	For	For	For	For
1.8	Elect Director Richard A. McGinn	Mgmt	Yes	For	For	For	For
1.9	Elect Director Edward .D. Miller	Mgmt	Yes	For	For	For	For
1.10	Elect Director Steven S. Reinemund	Mgmt	Yes	For	For	For	For
1.11	Elect Director Robert D. Walter	Mgmt	Yes	For	For	For	For
1.12	Elect Director Ronald A. Williams	Mgmt	Yes	For	For	For	For
2	Ratify Auditors	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR this proposal to ratify the company's auditor is warranted.
3	Advisory Vote to Ratify Named Executive Officers' Compensation	Mgmt	Yes	For	Against	Against	Against
Research Notes: While the company has taken steps to address certain problematic pay practices, a vote AGAINST is warranted due to the following concerning pay practices:a 60% base salary increase for CEO Chenault for 2010 with insufficient justification;multiple forms of long-term compensation without providing rationale for each pay program (cash, stock options and restricted stock); andhigh levels of post-employment payments for the NEOs (including incremental severance of more than $27 million for the company president).
4	Provide for Cumulative Voting	SH	Yes	Against	For	For	For
Research Notes: The adoption of cumulative voting would represent an enhancement to shareholder rights; therefore, this proposal warrants shareholder support.
5	Amend Articles/Bylaws/Charter -- Call Special Meetings	SH	Yes	Against	For	For	For
Research Notes: Given the reasonable threshold of share ownership proposed to call a special meeting, this proposal warrants shareholder support.
6	Stock Retention/Holding Period	SH	Yes	Against	For	For	For
Research Notes: A vote FOR this proposal is warranted because the company's holding period policies do not sufficiently address the concerns raised, and there are no post-termination holding requirements on equity awards for executives.
Bank of America Corporation	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  BAC	28-Apr-10	USA	060505104	Annual	03-Mar-10	198,000	198,000	198,000	0
CUSIP:  060505104	ISIN:  US0605051046	SEDOL:  2295677	Proxy Level:  3	Meeting ID:  562186
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Elect Director Susan S. Bies	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR all the director nominees is warranted.
2	Elect Director William P. Boardman	Mgmt	Yes	For	For	For	For
3	Elect Director Frank P. Bramble, Sr.	Mgmt	Yes	For	For	For	For
4	Elect Director Virgis W. Colbert	Mgmt	Yes	For	For	For	For
5	Elect Director Charles K. Gifford	Mgmt	Yes	For	For	For	For
6	Elect Director Charles O. Holliday, Jr.	Mgmt	Yes	For	For	For	For
7	Elect Director D. Paul Jones, Jr.	Mgmt	Yes	For	For	For	For
8	Elect Director Monica C. Lozano	Mgmt	Yes	For	For	For	For
9	Elect Director Thomas J. May	Mgmt	Yes	For	For	For	For
10	Elect Director Brian T. Moynihan	Mgmt	Yes	For	For	For	For
11	Elect Director Donald E. Powell	Mgmt	Yes	For	For	For	For
12	Elect Director Charles O. Rossotti	Mgmt	Yes	For	For	For	For
13	Elect Director Robert W. Scully	Mgmt	Yes	For	For	For	For
14	Ratify Auditors	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR this proposal to ratify the company's auditor is warranted.
15	Increase Authorized Common Stock	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR the proposed increase is warranted given the sensible rationale and the reasonable size of the request (the requested increase of 1,500,000,000 shares is below the allowable threshold of 18,645,000,000 shares).
16	Advisory Vote to Ratify Named Executive Officers' Compensation	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR is warranted for this proposal, with the following items highlighted in the report:No continuation of stock salary in 2010.More robust clawback features.While 2010 salary increases were generally not as significant as other financial institutions that have exited TARP, the company did not provide meaningful rationale for the increase and did not discuss terms for potential 2010 annual incentive awards (which were not permitted in 2009, due to TARP participation).More complete disclosure about the sizable equity grant to Mr. Montag, who joined in connection with the Merrill Lynch acquisition and the peer group benchmarking would be helpful.
17	Amend Omnibus Stock Plan	Mgmt	Yes	For	For	For	For
Research Notes: The estimated shareholder value transfer of the company's plans of 9 percent is equal to the allowable cap for this company of 9 percent.  Additionally, this plan expressly forbids repricing.
18	Report on Government Service of Employees	SH	Yes	Against	Against	Against	Against
Research Notes: A vote AGAINST this resolution is warranted because:the company has specific policies and oversight published in its Code of Ethics to avoid conflicts of interest identified in the proposal and lists previous positions held by its directors in its proxy statement and on its Web site; andthe production of such a report annually could be costly without providing substantial benefit to shareholders.
19	TARP Related Compensation	SH	Yes	Against	For	For	For
Research Notes: A vote FOR is warranted for this shareholder proposal so that shareholders fully understand the rationale and the forgone tax deductions under Section 162(m).
20	Amend Articles/Bylaws/Charter -- Call Special Meetings	SH	Yes	Against	For	For	For
Research Notes: Given the reasonable threshold of share ownership proposed to call a special meeting, this proposal warrants shareholder support.
21	Advisory Vote to Ratify Named Executive Officers' Compensation	SH	Yes	Against	For	For	For
Research Notes: A vote FOR this proposal is warranted because it would promote board accountability and give shareholders a voice in executive compensation
22	Adopt Policy on Succession Planning	SH	Yes	Against	For	For	For
Research Notes: Approval of this proposal is warranted because it would enable shareholders to gauge the board's commitment to thorough succession planning.
23	Report on Collateral in Derivatives Trading	SH	Yes	Against	For	For	For
Research Notes: Approval of this item is warranted given that the report requested by it would enable shareholders to better assess risk related to derivatives trading.
24	Claw-back of Payments under Restatements	SH	Yes	Against	For	For	For
Research Notes: Approval of this item is warranted because it would provide for a stronger recoupment policy.
The McGraw-Hill Companies, Inc.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  MHP	28-Apr-10	USA	580645109	Annual	08-Mar-10	94,000	94,000	94,000	0
CUSIP:  580645109	ISIN:  US5806451093	SEDOL:  2551443	Proxy Level:  4	Meeting ID:  564234
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1.1	Elect Director Pedro Aspe	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR all the director nominees is warranted.
1.2	Elect Director Robert P. McGraw	Mgmt	Yes	For	For	For	For
1.3	Elect Director Hilda Ochoa-Brillembourg	Mgmt	Yes	For	For	For	For
1.4	Elect Director Edward B. Rust, Jr.	Mgmt	Yes	For	For	For	For
2	Declassify the Board of Directors	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR this proposal is warranted because it demonstrates a commitment to shareholders' interests and enhances board accountability.
3	Reduce Supermajority Vote Requirement Related to the Classified Board	Mgmt	Yes	For	For	For	For
Research Notes: Any reduction of a company's voting requirements warrants shareholder support, even if the change is simply a lower supermajority. In this case, the company is reducing the provisions from 80 percent to a simple majority of votes cast.
4	Reduce Supermajority Vote Requirement Relating to Business Combinations	Mgmt	Yes	For	For	For	For
Research Notes: Any reduction of a company's voting requirements warrants shareholder support, even if the change is simply a lower supermajority. Therefore, a vote FOR is warranted.
5	Reduce Supermajority Vote Requirement Regarding the Sale, Lease, Exchange of the Company's Assets	Mgmt	Yes	For	For	For	For
Research Notes: Any reduction of a company's voting requirements warrants shareholder support, even if the change is simply a lower supermajority.
6	Reduce Supermajority Vote Requirement Regarding the Plan for Exchanging Shares	Mgmt	Yes	For	For	For	For
Research Notes: Any reduction of a company's voting requirements warrants shareholder support, even if the change is simply a lower supermajority.
7	Reduce Supermajority Vote Requirement Regarding Authorization of Dissolution	Mgmt	Yes	For	For	For	For
Research Notes: Any reduction of a company's voting requirements warrants shareholder support, even if the change is simply a lower supermajority.
8	Rescind Fair Price Provision	Mgmt	Yes	For	For	For	For
Research Notes: Approval of this proposal would further enhance the company's corporate governance structure by removing supermajority vote requirements. As such, a vote FOR is warranted.
9	Amend Omnibus Stock Plan	Mgmt	Yes	For	For	For	For
Research Notes: The estimated shareholder value transfer of the company's plans of 10 percent is equal to the allowable cap for this company of 10 percent.  Additionally, this plan expressly forbids repricing.
10	Ratify Auditors	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR the ratification of the company's auditor is warranted.
11	Amend Articles/Bylaws/Charter -- Call Special Meetings	SH	Yes	Against	For	For	For
Research Notes: Given the reasonable threshold of share ownership proposed to call a special meeting, this proposal warrants shareholder support.
12	Provide Right to Act by Written Consent	SH	Yes	Against	For	For	For
Research Notes: Given that this proposal would further enhance the rights of shareholders, a vote FOR is warranted.
Corning Incorporated	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  GLW	29-Apr-10	USA	219350105	Annual	25-Feb-10	160,000	160,000	160,000	0
CUSIP:  219350105	ISIN:  US2193501051	SEDOL:  2224701	Proxy Level:  3	Meeting ID:  561930
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1.1	Elect Director Robert F. Cummings, Jr.	Mgmt	Yes	For	For	For	For
1.2	Elect Director Carlos M. Gutierrez	Mgmt	Yes	For	For	For	For
1.3	Elect Director William D. Smithburg	Mgmt	Yes	For	For	For	For
1.4	Elect Director Hansel E. Tookes, II	Mgmt	Yes	For	For	For	For
1.5	Elect Director Wendell P. Weeks	Mgmt	Yes	For	For	For	For
2	Ratify Auditors	Mgmt	Yes	For	For	For	For
3	Approve Executive Incentive Bonus Plan	Mgmt	Yes	For	For	For	For
4	Approve Non-Employee Director Omnibus Stock Plan	Mgmt	Yes	For	For	For	For
5	Declassify the Board of Directors	Mgmt	Yes	For	For	For	For
6	Reduce Supermajority Vote Requirement	SH	Yes	Against	For	For	For
eBay Inc.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  EBAY	29-Apr-10	USA	278642103	Annual	04-Mar-10	136,500	136,500	136,500	0
CUSIP:  278642103	ISIN:  US2786421030	SEDOL:  2293819	Proxy Level:  3	Meeting ID:  563431
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Elect Director David M. Moffett	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR all the director nominees is warranted.
2	Elect Director Richard T. Schlosberg, III	Mgmt	Yes	For	For	For	For
3	Elect Director Thomas J. Tierney	Mgmt	Yes	For	For	For	For
4	Amend Executive Incentive Bonus Plan	Mgmt	Yes	For	For	For	For
Research Notes: Approval of this item is warranted as the plan enables the company to preserve the financial benefits of the Section 162(m) tax deduction.
5	Amend Omnibus Stock Plan	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR this item is warranted because:the estimated shareholder value transfer of the company's plans of 11 percent is equal to the allowable cap for this company of 11 percent; and  the company expressly forbids the repricing of stock options under the plan.  The company has repriced stock options in the past with the consent of its shareholders.
6	Ratify Auditors	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR this proposal to ratify the company's auditor is warranted.
Valero Energy Corporation	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  VLO	29-Apr-10	USA	91913Y100	Annual	01-Mar-10	135,000	135,000	135,000	0
CUSIP:  91913Y100	ISIN:  US91913Y1001	SEDOL:  2041364	Proxy Level:  3	Meeting ID:  562205
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Elect Director Ruben M. Escobedo	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR all director nominees is warranted.
2	Elect Director Bob Marbut	Mgmt	Yes	For	For	For	For
3	Elect Director Robert A. Profusek	Mgmt	Yes	For	For	For	For
4	Ratify Auditors	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR this proposal to ratify the company's auditor is warranted.
5	Approve Omnibus Stock Plan	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR this proposal is warranted given that it would preserve the company’s tax deductibility under Section 162 (m) of the Internal Revenue Code.
6	Advisory Vote to Ratify Named Executive Officers' Compensation	Mgmt	Yes	For	Against	Against	Against
Research Notes: A vote AGAINST this proposal is warranted because:The company did not provide a robust rationale for the increase in the CEO’s compensation during a period when the company’s one-year and three-year TSRs both underperformed the median of their peer group; andThe primary cause of the increase in the CEO’s compensation is not performance based.
7	Report on Rainforest Sustainability	SH	Yes	Against	Against	Against	Against
Research Notes: A vote AGAINST this resolution is warranted because the scope of the resolution is likely beyond the company's ability to implement; specifically, it is unclear how the company's 15 refineries in the United States, Canada and Aruba intersect with concerns surrounding rainforest deforestation and, as such, the requested report would costly, burdensome, and of limited value to shareholders.
8	Report on Political Contributions	SH	Yes	Against	For	For	For
Research Notes: A vote FOR this resolution is warranted because the company provides limited information on trade association participation, including public policy initiatives supported by these organizations those are of importance to the company's business.
9	Stock Retention/Holding Period	SH	Yes	Against	For	For	For
Research Notes: Support for this proposal is warranted given that the proposed policy may better address shareholders' concerns about maintaining strong links between the interests of top executives and long-term shareholder value.
Zimmer Holdings, Inc.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  ZMH	03-May-10	USA	98956P102	Annual	04-Mar-10	17,000	17,000	17,000	0
CUSIP:  98956P102	ISIN:  US98956P1021	SEDOL:  2783815	Proxy Level:  1	Meeting ID:  561289
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Elect Director Betsy J. Bernard	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR all director nominees is warranted.
2	Elect Director Marc N. Casper	Mgmt	Yes	For	For	For	For
3	Elect Director David C. Dvorak	Mgmt	Yes	For	For	For	For
4	Elect Director Larry C. Glasscock	Mgmt	Yes	For	For	For	For
5	Elect Director Robert A. Hagemann	Mgmt	Yes	For	For	For	For
6	Elect Director Arthur J. Higgins	Mgmt	Yes	For	For	For	For
7	Elect Director John L. McGoldrick	Mgmt	Yes	For	For	For	For
8	Elect Director Cecil B. Pickett, Ph.D.	Mgmt	Yes	For	For	For	For
9	Ratify Auditors	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR this proposal to ratify the company's auditor is warranted.
Bristol-Myers Squibb Company	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  BMY	04-May-10	USA	110122108	Annual	11-Mar-10	120,000	120,000	120,000	0
CUSIP:  110122108	ISIN:  US1101221083	SEDOL:  2126335	Proxy Level:  4	Meeting ID:  564126
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Elect Director Lamberto Andreotti	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR all the director nominees is warranted.
2	Elect Director Lewis B. Campbell	Mgmt	Yes	For	For	For	For
3	Elect Director James M. Cornelius	Mgmt	Yes	For	For	For	For
4	Elect Director Louis J. Freeh	Mgmt	Yes	For	For	For	For
5	Elect Director Laurie H. Glimcher, M.D	Mgmt	Yes	For	For	For	For
6	Elect Director Michael Grobstein	Mgmt	Yes	For	For	For	For
7	Elect Director Leif Johansson	Mgmt	Yes	For	For	For	For
8	Elect Director Alan J. Lacy	Mgmt	Yes	For	For	For	For
9	Elect Director Vicki L. Sato, Ph.D.	Mgmt	Yes	For	For	For	For
10	Elect Director Togo D. West, Jr.	Mgmt	Yes	For	For	For	For
11	Elect Director R. Sanders Williams, M.D.	Mgmt	Yes	For	For	For	For
12	Ratify Auditors	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR this proposal to ratify the company's auditor is warranted.
13	Provide Right to Call Special Meeting	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR this proposal is warranted because it is a step in the right direction towards enhancing shareholder rights and would improve the company's governance policies.
14	Reduce Supermajority Vote Requirements Applicable to Common Stock	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR this proposal is warranted because:As the transition to a fully annually-elected board is now complete, there is little risk that a reduction in this supermajority vote requirement would be used as an entrenchment device; andThe proposal would improve shareholder rights and the company's governance provisions.
15	Reduce Supermajority Vote Requirement Applicable to Preferred Stock	Mgmt	Yes	For	For	For	For
Research Notes: A vote AGAINST this proposal is warranted because:the benefits of additional disclosure on executives beyond the named executive officers are unclear;additional disclosures are not required by the SEC; and additional disclosures could provide competitors with sensitive compensation information that could place the company at a potential disadvantage regarding hiring and retaining executive talent.
16	Increase Disclosure of Executive Compensation	SH	Yes	Against	Against	Against	Against
17	Provide Right to Act by Written Consent	SH	Yes	Against	For	For	For
Research Notes: A vote FOR this proposal is warranted because it would enhance shareholder rights.
18	Report and Set Goals Related to Animal Use and Testing	SH	Yes	Against	Against	Against	Against
Research Notes: A vote AGAINST this resolution is warranted because:The company currently provides an animal testing policy, is AAALAC accredited, and is required to comply with government regulations which mandate animal testing for its products. The cost of disclosing a catalogue of animal use by species, numbers, and general purpose of each use would not be commensurate with the benefit shareholders would receive from such a report.
The Dun & Bradstreet Corporation	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  DNB	04-May-10	USA	26483E100	Annual	08-Mar-10	11,600	11,600	11,600	0
CUSIP:  26483E100	ISIN:  US26483E1001	SEDOL:  2636254	Proxy Level:  1	Meeting ID:  561301
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Elect Director John W. Alden	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR all director nominees is warranted.
2	Elect Director Christopher J. Coughlin	Mgmt	Yes	For	For	For	For
3	Elect Director Sara Mathew	Mgmt	Yes	For	For	For	For
4	Ratify Auditors	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR the ratification of the company's auditor is warranted.
5	Reduce Supermajority Vote Requirement	SH	Yes	For	For	For	For
Research Notes: Given that the elimination of supermajority vote requirements would represent an enhancement to shareholder rights, the proposal warrants shareholder support.Background Information Policies: Supermajority Vote Requirements
St. Jude Medical, Inc.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  STJ	07-May-10	USA	790849103	Annual	10-Mar-10	20,000	20,000	20,000	0
CUSIP:  790849103	ISIN:  US7908491035	SEDOL:  2767381	Proxy Level:  1	Meeting ID:  563479
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1.1	Elect Director Stuart M. Essig	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR all director nominees is warranted.
1.2	Elect Director Barbara B. Hill	Mgmt	Yes	For	For	For	For
1.3	Elect Director Michael A. Rocca	Mgmt	Yes	For	For	For	For
2	Ratify Auditors	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR this proposal to ratify the company's auditor is warranted.
3	Prepare Sustainability Report	SH	Yes	Against	For	For	For
Research Notes: A vote FOR this resolution is warranted due to the absence of comprehensive company sustainability-related policies, initiatives, and oversight mechanisms and the potential benefits that could be derived from increased reporting on a broader array of environmental and social issues.
Novellus Systems, Inc.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  NVLS	11-May-10	USA	670008101	Annual	25-Mar-10	111,000	111,000	111,000	0
CUSIP:  670008101	ISIN:  US6700081010	SEDOL:  2650748	Proxy Level:  1	Meeting ID:  569841
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1.1	Elect Director Richard S. Hill	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR all director nominees is warranted.
1.2	Elect Director Neil R. Bonke	Mgmt	Yes	For	For	For	For
1.3	Elect Director Youssef A. El-Mansy	Mgmt	Yes	For	For	For	For
1.4	Elect Director Yoshio Nishi	Mgmt	Yes	For	For	For	For
1.5	Elect Director Glen G. Possley	Mgmt	Yes	For	For	For	For
1.6	Elect Director Ann D. Rhoads	Mgmt	Yes	For	For	For	For
1.7	Elect Director William R. Spivey	Mgmt	Yes	For	For	For	For
1.8	Elect Director Delbert A. Whitaker	Mgmt	Yes	For	For	For	For
2	Ratify Auditors	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR this proposal to ratify the company's auditor is warranted.
ConocoPhillips	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  COP	12-May-10	USA	20825C104	Annual	15-Mar-10	62,300	62,300	62,300	0
CUSIP:  20825C104	ISIN:  US20825C1045	SEDOL:  2685717	Proxy Level:  2	Meeting ID:  566790
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1.1	Elect Director Richard L. Armitage	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR the directors is warranted.
1.2	Elect Director Richard H. Auchinleck	Mgmt	Yes	For	For	For	For
1.3	Elect Director James E. Copeland, Jr.	Mgmt	Yes	For	For	For	For
1.4	Elect Director Kenneth M. Duberstein	Mgmt	Yes	For	For	For	For
1.5	Elect Director Ruth R. Harkin	Mgmt	Yes	For	For	For	For
1.6	Elect Director Harold W. Mcgraw III	Mgmt	Yes	For	For	For	For
1.7	Elect Director James J. Mulva	Mgmt	Yes	For	For	For	For
1.8	Elect Director Robert A. Niblock	Mgmt	Yes	For	For	For	For
1.9	Elect Director Harald J. Norvik	Mgmt	Yes	For	For	For	For
1.10	Elect Director William K. Reilly	Mgmt	Yes	For	For	For	For
1.11	Elect Director Bobby S. Shackouls	Mgmt	Yes	For	For	For	For
1.12	Elect Director Victoria J. Tschinkel	Mgmt	Yes	For	For	For	For
1.13	Elect Director Kathryn C. Turner	Mgmt	Yes	For	For	For	For
1.14	Elect Director William E. Wade, Jr.	Mgmt	Yes	For	For	For	For
2	Ratify Auditors	Mgmt	Yes	For	For	For	For
3	Report on Board Risk Management Oversight	SH	Yes	Against	Against	Against	Against
4	Adopt Quantitative GHG Goals for Products and Operations	SH	Yes	Against	For	For	For
Research Notes: A vote FOR this resolution is warranted because:Unlike several of its peers, ConocoPhillips does not provide goals for its operational GHG emissions or metrics and/or goals for its products.Given the changing legislative picture, ConocoPhillips could provide more transparency to its shareholders on its Climate Change Action Plan and other internal GHG emission reduction initiatives and goals.
5	Report on Environmental Impact of Oil Sands Operations in Canada	SH	Yes	Against	For	For	For
Research Notes: A vote FOR this resolution is warranted because:Such disclosure could be beneficial for the company and its shareholders by demonstrating the company’s active commitment to mitigate financial, reputational, environmental, and regulatory risk relating to its current and future oil sands operations. The requested report does not appear to be overly burdensome or costly to produce.
6	Adopt Policy to Address Coastal Louisiana Environmental Impacts	SH	Yes	Against	Against	Against	Against
7	Report on Financial Risks of Climate Change	SH	Yes	Against	Against	Against	Against
8	Adopt Goals to Reduce Emission of TRI Chemicals	SH	Yes	Against	Against	Against	Against
9	Amend EEO Policy to Prohibit Discrimination Based on Sexual Orientation and Gender Identity	SH	Yes	Against	For	For	For
Research Notes: A vote FOR this resolution is warranted because:The company’s EEO policy includes sexual orientation but does not specifically address the topic of gender identity or expression. The company should take into account changing state and federal legislation concerning the adoption of gender identity into its EEO policy as many other companies already have.
10	Report on Political Contributions	SH	Yes	Against	For	For	For
Research Notes: A vote FOR this resolution is warranted because:The company does not provide rationale or examples of the kinds of trade associations that it supports beyond a few political associations listed in its contributions to other political entities document.A brief discussion of the rationale for trade association giving has been omitted from the company's most recent sustainability report.
The Western Union Company	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  WU	14-May-10	USA	959802109	Annual	17-Mar-10	190,000	190,000	190,000	0
CUSIP:  959802109	ISIN:  US9598021098	SEDOL:  B1F76F9	Proxy Level:  1	Meeting ID:  566004
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Elect Director Dinyar S. Devitre	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR all director nominees, with the exception of Betsy D. Holden, is warranted.A vote AGAINST Betsy D. Holden is warranted for standing as an affiliated outsider on the Compensation and Nominating committees.
2	Elect Director Christina A. Gold	Mgmt	Yes	For	For	For	For
3	Elect Director Betsy D. Holden	Mgmt	Yes	For	For	For	For
4	Elect Director Wulf Von Schimmelmann	Mgmt	Yes	For	For	For	For
5	Ratify Auditors	Mgmt	Yes	For	For	For	For
JPMorgan Chase & Co.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  JPM	18-May-10	USA	46625h100	Annual	19-Mar-10	79,000	79,000	79,000	0
CUSIP:  46625H100	ISIN:  US46625H1005	SEDOL:  2190385	Proxy Level:  3	Meeting ID:  568199
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1.1	Elect Director Crandall C. Bowles	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR all director nominees is warranted.
1.2	Elect Director Stephen B. Burke	Mgmt	Yes	For	For	For	For
1.3	Elect Director David M. Cote	Mgmt	Yes	For	For	For	For
1.4	Elect Director James S. Crown	Mgmt	Yes	For	For	For	For
1.5	Elect Director James Dimon	Mgmt	Yes	For	For	For	For
1.6	Elect Director Ellen V. Futter	Mgmt	Yes	For	For	For	For
1.7	Elect Director William H. Gray, III	Mgmt	Yes	For	For	For	For
1.8	Elect Director Laban P. Jackson, Jr.	Mgmt	Yes	For	For	For	For
1.9	Elect Director David C. Novak	Mgmt	Yes	For	For	For	For
1.10	Elect Director Lee R. Raymond	Mgmt	Yes	For	For	For	For
1.11	Elect Director William C. Weldon	Mgmt	Yes	For	For	For	For
2	Ratify Auditors	Mgmt	Yes	For	For	For	For
3	Advisory Vote to Ratify Named Executive Officers' Compensation	Mgmt	Yes	For	For	For	For
4	Affirm Political Non-Partisanship	SH	Yes	Against	Against	Against	Against
5	Amend Bylaws-- Call Special Meetings	SH	Yes	Against	For	For	For
Research Notes: Given the reasonable threshold of share ownership proposed to call a special meeting, this proposal warrants shareholder support.
6	Report on Collateral in Derivatives Trading	SH	Yes	Against	For	For	For
Research Notes: A vote FOR the proposal is warranted because a report on the company's policies and practices with respect to derivatives trading would increase shareholders' ability to gauge risks.
7	Provide Right to Act by Written Consent	SH	Yes	Against	For	For	For
Research Notes: A vote FOR is warranted given that this proposal would further enhance the rights of shareholders.
8	Require Independent Board Chairman	SH	Yes	Against	For	For	For
Research Notes: Support for this proposal is warranted given that the board's current leadership structure does not present the necessary counterbalance to the combined CEO/chair role.
9	Report on Pay Disparity	SH	Yes	Against	Against	Against	Against
10	Stock Retention/Holding Period	SH	Yes	Against	For	For	For
Research Notes: A vote FOR this proposal is warranted since:Although equity-based awards to top executives restrict a significant portion of the underlying shares from sale or transfer during employment, and outstanding awards would continue to vest after retirement or termination without cause, there is no specific requirement for a substantial portion of top executives' shares to be held beyond termination.
Morgan Stanley	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  MS	18-May-10	USA	617446448	Annual	22-Mar-10	98,000	98,000	98,000	0
CUSIP:  617446448	ISIN:  US6174464486	SEDOL:  2262314	Proxy Level:  3	Meeting ID:  570481
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Elect Director Roy J. Bostock	Mgmt	Yes	For	Against	Against	Against
Research Notes: A vote FOR all director nominees, with the exception of Roy J. Bostock, is warranted.A vote AGAINST Roy J. Bostock is warranted for sitting on the Nominating Committee as an affiliated outsider.
2	Elect Director Erskine B. Bowles	Mgmt	Yes	For	For	For	For
3	Elect Director Howard J. Davies	Mgmt	Yes	For	For	For	For
4	Elect Director James P. Gorman	Mgmt	Yes	For	For	For	For
5	Elect Director James H. Hance, Jr.	Mgmt	Yes	For	For	For	For
6	Elect Director Nobuyuki Hirano	Mgmt	Yes	For	For	For	For
7	Elect Director C. Robert Kidder	Mgmt	Yes	For	For	For	For
8	Elect Director John J. Mack	Mgmt	Yes	For	For	For	For
9	Elect Director Donald T. Nicolaisen	Mgmt	Yes	For	For	For	For
10	Elect Director Charles H. Noski	Mgmt	Yes	For	For	For	For
11	Elect Director Hutham S. Olayan	Mgmt	Yes	For	For	For	For
12	Elect Director O. Griffith Sexton	Mgmt	Yes	For	For	For	For
13	Elect Director Laura D. Tyson	Mgmt	Yes	For	For	For	For
14	Ratify Auditors	Mgmt	Yes	For	For	For	For
15	Advisory Vote to Ratify Named Executive Officers' Compensation	Mgmt	Yes	For	For	For	For
16	Amend Omnibus Stock Plan	Mgmt	Yes	For	Against	Against	Against
Research Notes: A vote AGAINST the plan is warranted because:the estimated shareholder value transfer of the company's plans of 15 percent is above the allowable cap of 12 percent for this company; and the company's three-year average burn rate is excessive.
17	Amend Articles/Bylaws/Charter -- Call Special Meetings	SH	Yes	Against	For	For	For
Research Notes: This proposal warrants support because the lower threshold it calls for and the absence of exclusionary provisions would enhance shareholders' ability to exercise their right to call a special meeting.
18	Stock Retention/Holding Period	SH	Yes	Against	For	For	For
Research Notes: Support for this proposal is warranted because a rigorous ownership requirement including a post-termination may further mitigate excessive risk taking by senior management.
19	Require Independent Board Chairman	SH	Yes	Against	For	For	For
Research Notes: Support for this proposal is warranted because the company does not have an appropriate counterbalancing governance structure. Specifically:it is not disclosed whether the Lead Director will be elected annually from and by the independent directors on a prospective basis;the key board committees are not fully independent; and the Lead Director's duties do not include having final approval of information sent to the board or serving as liaison between the chair and independent directors.
20	Report on Pay Disparity	SH	Yes	Against	Against	Against	Against
21	Claw-back of Payments under Restatements	SH	Yes	Against	For	For	For
Research Notes: Recognizing that the company's clawback policy has been enhanced, the approval of this item is warranted because it would provide for an even stronger recoupment policy.

State Street Corporation	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  STT	19-May-10	USA	857477103	Annual	15-Mar-10	47,000	47,000	47,000	0
CUSIP:  857477103	ISIN:  US8574771031	SEDOL:  2842040	Proxy Level:  3	Meeting ID:  568780
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Elect Director K. Burnes	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR the directors is warranted.
2	Elect Director P. Coym	Mgmt	Yes	For	For	For	For
3	Elect Director P. De Saint-Aignan	Mgmt	Yes	For	For	For	For
4	Elect Director A. Fawcett	Mgmt	Yes	For	For	For	For
5	Elect Director D. Gruber	Mgmt	Yes	For	For	For	For
6	Elect Director L. Hill	Mgmt	Yes	For	For	For	For
7	Elect Director J. Hooley	Mgmt	Yes	For	For	For	For
8	Elect Director R. Kaplan	Mgmt	Yes	For	For	For	For
9	Elect Director C. LaMantia	Mgmt	Yes	For	For	For	For
10	Elect Director R. Logue	Mgmt	Yes	For	For	For	For
11	Elect Director R. Sergel	Mgmt	Yes	For	For	For	For
12	Elect Director R. Skates	Mgmt	Yes	For	For	For	For
13	Elect Director G. Summe	Mgmt	Yes	For	For	For	For
14	Elect Director R. Weissman	Mgmt	Yes	For	For	For	For
15	Advisory Vote to Ratify Named Executive Officers' Compensation	Mgmt	Yes	For	For	For	For
16	Ratify Auditors	Mgmt	Yes	For	For	For	For
17	Require Independent Board Chairman	SH	Yes	Against	Against	Against	Against
18	Report on Pay Disparity	SH	Yes	Against	Against	Against	Against
Chevron Corporation	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  CVX	26-May-10	USA	166764100	Annual	01-Apr-10	38,500	38,500	38,500	0
CUSIP:  166764100	ISIN:  US1667641005	SEDOL:  2838555	Proxy Level:  4	Meeting ID:  572446
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Elect Director S.H. Armacost	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR all the director nominees is warranted.
2	Elect Director L.F. Deily	Mgmt	Yes	For	For	For	For
3	Elect Director R.E. Denham	Mgmt	Yes	For	For	For	For
4	Elect Director R.J. Eaton	Mgmt	Yes	For	For	For	For
5	Elect Director C. Hagel	Mgmt	Yes	For	For	For	For
6	Elect Director E. Hernandez	Mgmt	Yes	For	For	For	For
7	Elect Director F.G. Jenifer	Mgmt	Yes	For	For	For	For
8	Elect Director G.L. Kirkland	Mgmt	Yes	For	For	For	For
9	Elect Director S. Nunn	Mgmt	Yes	For	For	For	For
10	Elect Director D.B. Rice	Mgmt	Yes	For	For	For	For
11	Elect Director K.W. Sharer	Mgmt	Yes	For	For	For	For
12	Elect Director C.R. Shoemate	Mgmt	Yes	For	For	For	For
13	Elect Director J.G. Stumpf	Mgmt	Yes	For	For	For	For
14	Elect Director R.D. Sugar	Mgmt	Yes	For	For	For	For
15	Elect Director C. Ware	Mgmt	Yes	For	For	For	For
16	Elect Director J.S. Watson	Mgmt	Yes	For	For	For	For
17	Ratify Auditors	Mgmt	Yes	For	For	For	For
18	Provide Right to Call Special Meeting	Mgmt	Yes	For	For	For	For
19	Request Director Nominee with Environmental Qualifications	SH	Yes	Against	For	For	For
Research Notes: A vote FOR this resolution is warranted because:Chevron does not currently have a member on its board with environmental expertise; Some of Chevron's peers have board level committees addressing environmental issues and/or an independent director with environmental expertise on their boards; and Chevron is exposed to significant potential environmental liabilities in Ecuador, which it is currently defending in court, and exposed to similar risks in its operations in other places.
20	Stock Retention/Holding Period	SH	Yes	Against	For	For	For
Research Notes: Support for this proposal is warranted given that the proposed policy may better address shareholders' concerns about maintaining strong links between the interests of top executives and long-term shareholder value.
21	Disclose Payments To Host Governments	SH	Yes	Against	Against	Against	Against
22	Adopt Guidelines for Country Selection	SH	Yes	Against	For	For	For
Research Notes: A vote FOR this resolution is warranted because:Chevron does not disclose policies governing its decision making process to invest or operate in politically or socially unstable markets.Disclosure of a policy informing of the company’s risk oversight procedures in politically unstable regions would prove beneficial to shareholders.
23	Report on Financial Risks From Climate Change	SH	Yes	Against	Against	Against	Against
24	Amend Bylaws to Establish a Board Committee on Human Rights	SH	Yes	Against	Against	Against	Against
Wal-Mart Stores, Inc.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  WMT	04-Jun-10	USA	931142103	Annual	08-Apr-10	36,000	36,000	36,000	0
CUSIP:  931142103	ISIN:  US9311421039	SEDOL:  2936921	Proxy Level:  4	Meeting ID:  574373
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Elect Director Aida M. Alvarez	Mgmt	Yes	For	For	For	For
Research Notes: A vote AGAINST Douglas N. Daft and Linda S. Wolf is warranted for the Compensation, Nominating and Governance Committee's decision to provide a new executive with excessive relocation benefits;A vote FOR the other director nominees is warranted.
2	Elect Director James W. Breyer	Mgmt	Yes	For	For	For	For
3	Elect Director M. Michele Burns	Mgmt	Yes	For	For	For	For
4	Elect Director James I. Cash, Jr.	Mgmt	Yes	For	For	For	For
5	Elect Director Roger C. Corbett	Mgmt	Yes	For	For	For	For
6	Elect Director Douglas N. Daft	Mgmt	Yes	For	Against	Against	Against
7	Elect Director Michael T. Duke	Mgmt	Yes	For	For	For	For
8	Elect Director Gregory B. Penner	Mgmt	Yes	For	For	For	For
9	Elect Director Steven S. Reinemund	Mgmt	Yes	For	For	For	For
10	Elect Director H. Lee Scott, Jr.	Mgmt	Yes	For	For	For	For
11	Elect Director Arne M. Sorenson	Mgmt	Yes	For	For	For	For
12	Elect Director Jim C. Walton	Mgmt	Yes	For	For	For	For
13	Elect Director S. Robson Walton	Mgmt	Yes	For	For	For	For
14	Elect Director Christopher J. Williams	Mgmt	Yes	For	For	For	For
15	Elect Director Linda S. Wolf	Mgmt	Yes	For	Against	Against	Against
16	Ratify Auditors	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR the ratification of the company's auditor is warranted.
17	Approve Omnibus Stock Plan	Mgmt	Yes	For	Against	Against	Against
Research Notes: A vote AGAINST this proposal is warranted because the estimated shareholder value transfer of the company's plans of 6 percent is above the allowable cap for this company of 5 percent.
18	Amend Sharesave Plan	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR this proposal is warranted because:the terms of the plan are reasonable, andthe plan is broad-based and non-contentious.
19	Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity	SH	Yes	Against	For	For	For
Research Notes: Wal-Mart's EEO policies do not
20	Advisory Vote to Ratify Named Executive Officers' Compensation	SH	Yes	Against	For	For	For
Research Notes: A vote FOR this proposal is warranted because it would give shareholders a greater voice in executive compensation decisions.
21	Report on Political Contributions	SH	Yes	Against	For	For	For
Research Notes: A recommendation FOR this proposal is warranted because shareholders would benefit from more comprehensive disclosure from the company regarding its political contribution activities, and any policies and related oversight mechanisms Wal-Mart may have implemented to govern the company's political contributions and trade association expenditures.
22	Amend Articles/Bylaws/Charter -- Call Special Meetings	SH	Yes	Against	For	For	For
Research Notes: A vote FOR this proposal is warranted because enabling shareholders to call special meetings would enhance shareholders' rights.
23	Require Suppliers to Adopt CAK	SH	Yes	Against	Against	Against	Against
Research Notes: A recommendation AGAINST this resolution is warranted in light of the scope of the proposal, which seeks to have the company impose a particular operational practice on suppliers within a specific timeframe.
24	Report on Process for Identifying and Prioritizing Public Policy Activities	SH	Yes	Against	Against	Against	Against
Research Notes: A recommendation AGAINST this resolution is warranted due to:The company's current level of disclosure regarding the issues of interest to the proponent; andThe resolution's implementation would not provide shareholders with value commensurate with the cost and burden of producing the proponent's requested report
Staples, Inc.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  SPLS	07-Jun-10	USA	855030102	Annual	12-Apr-10	137,600	137,600	137,600	0
CUSIP:  855030102	ISIN:  US8550301027	SEDOL:  2841489	Proxy Level:  3	Meeting ID:  575466
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Elect Director Basil L. Anderson	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR all director nominees is warranted.
2	Elect Director Arthur M. Blank	Mgmt	Yes	For	For	For	For
3	Elect Director Mary Elizabeth Burton	Mgmt	Yes	For	For	For	For
4	Elect Director Justin King	Mgmt	Yes	For	For	For	For
5	Elect Director Carol Meyrowitz	Mgmt	Yes	For	For	For	For
6	Elect Director Rowland T. Moriarty	Mgmt	Yes	For	For	For	For
7	Elect Director Robert C. Nakasone	Mgmt	Yes	For	For	For	For
8	Elect Director Ronald L. Sargent	Mgmt	Yes	For	For	For	For
9	Elect Director Elizabeth A. Smith	Mgmt	Yes	For	For	For	For
10	Elect Director Robert E. Sulentic	Mgmt	Yes	For	For	For	For
11	Elect Director Vijay Vishwanath	Mgmt	Yes	For	For	For	For
12	Elect Director Paul F. Walsh	Mgmt	Yes	For	For	For	For
13	Approve Executive Incentive Bonus Plan	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR this proposal is warranted to enable the company to preserve the financial benefits of the Section 162(m) tax deduction.
14	Amend Omnibus Stock Plan	Mgmt	Yes	For	For	For	For
Research Notes: The estimated shareholder value transfer of the company's plans of 8 percent is equal to the allowable cap for this company of 8 percent. Additionally, this plan expressly forbids repricing.
15	Ratify Auditors	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR this proposal to ratify the company's auditor is warranted.
16	Provide Right to Act by Written Consent	SH	Yes	Against	For	For	For
Research Notes: This item warrants support because it would empower investors with the right to act by written consent.
17	Amend Articles/Bylaws/Charter -- Call Special Meetings	SH	Yes	Against	For	For	For
Research Notes: Given the reasonable threshold of share ownership proposed to call a special meeting, this proposal warrants shareholder support.
Monster Worldwide, Inc.	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  MWW	08-Jun-10	USA	611742107	Annual	14-Apr-10	199,000	199,000	199,000	0
CUSIP:  611742107	ISIN:  US6117421072	SEDOL:  2892045	Proxy Level:  1	Meeting ID:  576239
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1	Elect Director Salvatore Iannuzzi	Mgmt	Yes	For	For	For	For
Research Notes: A vote FOR all director nominees is warranted.
2	Elect Director Robert J. Chrenc	Mgmt	Yes	For	For	For	For
3	Elect Director John Gaulding	Mgmt	Yes	For	For	For	For
4	Elect Director Edmund P. Giambastiani, Jr.	Mgmt	Yes	For	For	For	For
5	Elect Director Cynthia P. McCague	Mgmt	Yes	For	For	For	For
6	Elect Director Jeffrey F. Rayport	Mgmt	Yes	For	For	For	For
7	Elect Director Roberto Tunioli	Mgmt	Yes	For	For	For	For
8	Elect Director Timothy T. Yates	Mgmt	Yes	For	For	For	For
9	Ratify Auditors	Mgmt	Yes	For	For	For	For
Devon Energy Corporation	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  DVN	09-Jun-10	USA	25179M103	Annual	12-Apr-10	52,000	52,000	52,000	0
CUSIP:  25179M103	ISIN:  US25179M1036	SEDOL:  2480677	Proxy Level:  2	Meeting ID:  577403
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
1.1	Elect Director John Richels	Mgmt	Yes	For	For	For	For
2	Ratify Auditors	Mgmt	Yes	For	For	For	For
3	Reduce Supermajority Vote Requirement	SH	Yes	Against	For	For	For
Research Notes: Given that the elimination of supermajority vote requirements would represent an enhancement to shareholder rights, the proposal warrants shareholder support.
Genzyme Corporation	Meeting Date	Country	Primary Security ID	Meeting Type	Record Date	Shares Voted	Shares Instructed	Shares Available	Shares on Loan
Ticker:  GENZ	16-Jun-10	USA	372917104	Proxy Contest	09-Apr-10	27,000	27,000	27,000	0
CUSIP:  372917104	ISIN:  US3729171047	SEDOL:  2367598	Proxy Level:  6	Meeting ID:  576901
Voting Policy:  ISS	Ballot Count:  1	Proponent	Votable Proposal	Mgmt Rec	ISS Rec	Policy Rec	Vote Instruction
	Management Proxy (White Card)	Mgmt	No
1.1	Elect Director Douglas A. Berthiaume	Mgmt	Yes	For	For	For	For
Research Notes: Given the withdrawal of the dissident nominees and the appointment of two dissident directors to the board immediately following the annual meeting, a vote FOR the slate of incumbent directors is warranted.
1.2	Elect Director Robert J. Bertolini	Mgmt	Yes	For	For	For	For
1.3	Elect Director Gail K. Boudreaux	Mgmt	Yes	For	For	For	For
1.4	Elect Director Robert J. Carpenter	Mgmt	Yes	For	For	For	For
1.5	Elect Director Charles L. Cooney	Mgmt	Yes	For	For	For	For
1.6	Elect Director Victor J. Dzau	Mgmt	Yes	For	For	For	For
1.7	Elect Director Connie Mack, III	Mgmt	Yes	For	For	For	For
1.8	Elect Director Richard F. Syron	Mgmt	Yes	For	For	For	For
1.9	Elect Director Henri A. Termeer	Mgmt	Yes	For	For	For	For
1.10	Elect Director Ralph V. Whitworth	Mgmt	Yes	For	For	For	For
2	Amend Omnibus Stock Plan	Mgmt	Yes	For	Against	Against	Against
Research Notes: While the plan expressly forbidding the repricing of stock options and the burn rate is reasonable, the estimated shareholder value transfer of the company's plans of 9 percent is above the allowable cap for this company of 8 percent. Therefore, a vote AGAINST this proposal is warranted.
3	Amend Qualified Employee Stock Purchase Plan	Mgmt	Yes	For	For	For	For
4	Amend Non-Employee Director Omnibus Stock Plan	Mgmt	Yes	For	For	For	For
5	Provide Right to Call Special Meeting	Mgmt	Yes	For	For	For	For
6	Ratify Auditors	Mgmt	Yes	For	For	For	For
	Dissident Proxy (Gold Card)	Mgmt	No
1.1	Elect Director Steven Burakoff	SH	Yes	For	Do Not Vote	Do Not Vote	Do Not Vote
1.2	Elect Director Alexander J. Denner	SH	Yes	For	Do Not Vote	Do Not Vote	Do Not Vote
1.3	Elect Director Carl C. Icahn	SH	Yes	For	Do Not Vote	Do Not Vote	Do Not Vote
1.4	Elect Director Richard Mulligan	SH	Yes	For	Do Not Vote	Do Not Vote	Do Not Vote
1.5	Management Nominee - Douglas A. Berthiaume	SH	Yes	For	Do Not Vote	Do Not Vote	Do Not Vote
1.6	Management Nominee - Robert J. Bertolini	SH	Yes	For	Do Not Vote	Do Not Vote	Do Not Vote
1.7	Management Nominee - Gail K. Boudreaux	SH	Yes	For	Do Not Vote	Do Not Vote	Do Not Vote
1.8	Management Nominee - Robert J. Carpenter	SH	Yes	For	Do Not Vote	Do Not Vote	Do Not Vote
1.9	Management Nominee - Victor J. Dzau	SH	Yes	For	Do Not Vote	Do Not Vote	Do Not Vote
1.10	Management Nominee - Ralph V. Whitworth	SH	Yes	For	Do Not Vote	Do Not Vote	Do Not Vote
2	Amend Omnibus Stock Plan	Mgmt	Yes	For	Do Not Vote	Do Not Vote	Do Not Vote
3	Amend Qualified Employee Stock Purchase Plan	Mgmt	Yes	For	Do Not Vote	Do Not Vote	Do Not Vote
4	Amend Non-Employee Director Omnibus Stock Plan	Mgmt	Yes	Against	Do Not Vote	Do Not Vote	Do Not Vote
5	Provide Right to Call Special Meeting	Mgmt	Yes	For	Do Not Vote	Do Not Vote	Do Not Vote
6	Ratify Auditors	Mgmt	Yes	For	Do Not Vote	Do Not Vote	Do Not Vote
* Shares on loan data only provided for a select group of custodians. Ask your Account Manager if you have any questions.

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.

 Matrix Advisors Value Fund, Inc. 

By /s/ David A. Katz                         

     David A. Katz, President

Date   August 30, 2010